授予股票期權通知書及期權協議 | 因塞特有限公司 ID：【 ] 1801 Augustine Cut-Off Wilmington, DE 19803 | ||||
【Optionee Name】 【Optionee Address】 期權編號：【 】 計劃: 2010 ID: [ ] | |||||
自<日期>起，您已被授予[激勵/非限制性]購買[______]股因塞特公司（因塞特）股票的期權協議，每股價格爲$[______]。 所授予股票的總價格爲$[_______]。 每個週期的股票在所示日期將完全獲得控制權。 股份 控股類型 完全控股 到期日 | |||||
您和因塞特同意，這些期權是根據並受因塞特修訂後的2010年股票激勵計劃和股票期權協議的條款和條件授予的，您可以通過上面提供的鏈接進行查閱。通過接受本通知，您同意所有這些條款和條件。 當您接受本通知時，因塞特可能會通過電子郵件向您發送與該計劃或此獎勵相關的所有文件。因塞特還可能通過在由因塞特維護或由與因塞特簽訂合同的第三方維護的網站上發佈這些文件來交付這些文件。如果因塞特在網站上發佈這些文件，您將收到通知。 | |||||
- 1 -
4811-5484-2831.v5
因塞特公司
2010年修訂和重訂的股權激勵計劃：
美國【激勵/非法定】股票期權協議
高級管理人員
[激勵/非法定] 股票期權 | [用於激勵性股票期權] 該期權旨在成爲《美國國稅法》第422條規定的激勵性股票期權，並將作相應的解釋。 [適用於非法定股票期權] 根據《美國國稅法》第422條，該期權無意成爲激勵性股票期權。 | ||||
授予 | [分期歸屬] 如股票期權授予通知（「授予通知」）所示，您在 [4] 年內分期 [37] 次行使此期權的權利。第一期由該期權所涵蓋股份總數的 [25] ％組成。它可以在撥款通知上顯示的 「全套背心」 日期生效。後續每期都佔該期權所涵蓋股份總數的 [2.08333] ％。隨後的分期付款可在第一期全額歸屬日期之後的 [36] 個月結束時開始行使。每期的股票數量將四捨五入到最接近的整數。在您作爲Incyte（或任何子公司）的員工、董事、顧問或顧問的服務因任何原因終止後，除非您已完全退休或下文 「控制權變更」 中另有規定，否則將不會歸屬受本期權約束的其他股份。 [懸崖解鎖]如股票期權授予通知（「授予通知」）所示，您行使此期權的權利在 [4] 年內以 「懸崖」 爲基礎。該期權在授予日期 [4] 週年之日歸屬並可全部行使，即授予通知上顯示的 「全額授權」 日期。如果您在Incyte的服務在全部歸屬日期之前因任何原因終止，則除非您完全退休或下文 「控制權變更」 中另有規定，否則該選項的任何部分都將歸屬或行使。 如果您完全退休，則該期權將在您退休後根據本協議和補助通知中規定的歸屬時間表繼續歸屬，前提是您的退休日期自授予之日起至少一年。如果您的退休日期距離補助金之日不到一年，則該選項將被完全沒收。爲此，「完全退休」 是指您在年滿65歲並作爲Incyte（或任何子公司）僱員服務至少10年之日或之後終止Incyte（或任何子公司）僱員的服務。 | ||||
任期 | 無論如何，您的期權將在 [10] 的前一天Incyte總部營業結束時到期th] 撥款日期的週年紀念日，如撥款通知中所示。（如果您的服務終止，它將提前過期，如下所述。） | ||||
- 2 -
4811-5484-2831.v5
常規終止或傷殘 | 如果您作爲因塞特的主管或董事因任何原因而終止，您的期權將在以下適用於您的日期的因塞特總部業務結束時到期： •如果您因您的全面和永久的傷殘（如下所定義）而終止服務，則自您的服務終止之日起24個月後，期權到期； •如果您因上文「授予」中定義的全面退休而終止服務，則期權到期日期將是授予通知中指定的日期；或 •如果您因非全面和永久傷殘、全面退休或死亡以外的任何原因而終止服務，則自您的服務終止之日起90天后，期權到期； 如果您作爲因塞特（或任何子公司）的員工（非主管）、顧問或顧問因任何原因而終止服務，則您的期權將在以下適用於您的日期的因塞特總部業務結束時到期； •如果您因您的全面和永久傷殘（如下所定義）而終止服務，則自您的服務終止之日起6個月後，期權到期； •如果您因上文「授予」中定義的全面退休而終止服務，則期權到期日期將是授予通知中指定的日期；或 •服務終止後90天，如果終止是因爲除了您的全部和永久殘疾、完全退休或死亡之外的任何原因。 「全部和永久殘疾」指您因任何可以預期導致死亡或持續時間不少於一年，或者可以預期持續時間不少於一年的任何醫學可確定的身體或精神障礙而無法從事任何實質性盈利活動。 因塞特決定您的服務何時終止，無論出於任何目的，並根據此期權授予和計劃。 [僅適用於激勵股票期權] 如果您在服務終止後的1年後行使您的期權，原因是由於完全和永久殘疾或服務終止後的90天由於全面退休，您應在行使這些期權之前諮詢稅務顧問，因爲這些期權可能不再符合激勵股票期權的資格。 | ||||
- 3 -
4811-5484-2831.v5
死亡 | 如果您在擔任Incyte的執行官或董事期間去世，那麼您的期權將在Incyte總部的營業結束時到期，即去世之日起24個月後。在這24個月期間，您的遺產或繼承人可以行使期權的既得部分。 如果您在擔任Incyte（或任何子公司）的員工（執行官除外）、顧問或顧問期間死亡，則您的期權將在Incyte總部於去世之日後6個月的營業結束時到期。在這6個月期間，您的遺產或繼承人可以行使期權的既得部分。 | ||||
缺席之假 | 就本選項而言，當你休軍假、病假或其他假時，你的服務不會終止 善意 請假，前提是休假得到Incyte的書面批准，並且休假條款或適用法律要求繼續提供服務積分。但是，在任何情況下，當批准的休假結束時，您的服務都會終止，除非您立即恢復工作。 Incyte決定哪些休假可以用於此目的，以及批准的休假的結束日期。 | ||||
運動限制 | 如果董事會指定的管理本計劃的委員會（「委員會」）以其唯一和絕對的自由裁量權確定當時的股票發行可能違反任何法律或法規，則Incyte將不允許您行使此期權。 | ||||
運動通知 | 當您希望行使此期權時，必須通過向表格上提供的地址提交適當的 「行使通知」 表格，或者根據Incyte在行使時制定的其他行使程序（可以是電子的，也可能在與Incyte簽訂的合同下的第三方平台上）來通知Incyte。您的通知必須註明您想購買多少股票。您的通知還必須具體說明如何登記您的股份（僅以您的名義登記，或以您和配偶的名義在可能合法的司法管轄區登記爲社區財產或擁有生存權的共同租戶）。Incyte將確定您提議的註冊是否有效。如果您提議的註冊有效，則通知將在Incyte收到時生效。 如果其他人想在你去世後行使這個選擇權，那個人必須讓Incyte滿意地證明他或她有權這樣做。 | ||||
- 4 -
4811-5484-2831.v5
Form of Payment | When you submit your notice of exercise, you must include payment of the option price, as shown in the grant notice, for the shares you are purchasing. Payment may be made in one (or a combination of two or more) of the following forms: Your personal check, a cashier’s check or a money order. Irrevocable directions to a securities broker approved by Incyte to sell your option shares and to deliver all or a portion of the sale proceeds to Incyte in payment of the option price and any Tax-Related Items (as defined below). The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by signing a special “Notice of Exercise” form provided by Incyte (or by following such other procedures established by Incyte at the time of exercise). Certificates for Incyte stock that you have owned for at least 6 months, along with any forms needed to effect a transfer of the shares to Incyte. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. A form of payment will not be available if the Committee determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation. | ||||
- 5 -
4811-5484-2831.v5
Responsibilities for Taxes | Regardless of any action taken by Incyte or, if different, your employer, the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, withheld by Incyte or your employer. Incyte and your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items, and (ii) do not commit to and are under no obligation to reduce or eliminate your liability for Tax-Related Items or to structure the terms of this option to achieve any particular tax result. If you become subject to taxation in more than one jurisdiction, Incyte and/or your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any taxable or tax withholding event, you will make arrangements satisfactory to Incyte and your employer so that Incyte and your employer can fulfill any withholding obligations for Tax-Related Items. Incyte shall not be required to issue any shares or deliver the proceeds of the sale of any shares until such obligations are satisfied. In this regard, Incyte and/or your employer, or their respective agents, at their discretion, may fulfill any applicable withholding obligations for Tax-Related Items by one or a combination of the following: A) withholding from your wages or other cash amount payable to you by Incyte and/or your employer; B) withholding from proceeds of the sale of shares acquired upon exercise of this option either through a voluntary sale or through a mandatory sale arranged by Incyte (on your behalf pursuant to this authorization without further consent); C) requiring you to make a cash payment to Incyte or your employer; D) withholding shares of Incyte stock otherwise issuance upon exercise of this option; and/or E) any other method of withholding determined by Incyte and permitted by applicable law. | ||||
- 6 -
4811-5484-2831.v5
If the obligation for Tax-Related Items is satisfied by withholding shares, for tax purposes, you will be deemed to have been issued the full number of shares subject to the exercised option, notwithstanding that a number of shares are withheld to pay the Tax-Related Items. Incyte may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rate in your jurisdiction to the extent permitted under the Plan. In the event any over-withholding results from the application of statutory or other withholding rates, you may receive a refund from your employer or you may be required to request a refund from the tax authorities in your country, but you will not be entitled to any interest or to the equivalent amount in shares. In the event any under-withholding results from the application or statutory or other withholding rates, you may be required to pay additional amounts to the tax authorities in your country. | |||||
[Notice of Share Disposition] | [For incentive stock options only] If you sell or dispose of any shares acquired pursuant to this Agreement on or before the later of (i) 2 years after the Date of Grant, or (ii) 1 year after the exercise date, you shall immediately notify Incyte in writing of such disposition. | ||||
Restrictions on Resale | By accepting the grant notice, you agree not to sell any option shares at a time when applicable laws or Incyte policies prohibit a sale. This restriction will apply as long as you are an employee, director, consultant or advisor of Incyte (or any subsidiary). | ||||
- 7 -
4811-5484-2831.v5
Change in Control | The following provisions will apply in the event a Change in Control (as defined in the Plan) occurs while this option is outstanding and you are still performing service as an employee, director, consultant or advisor of Incyte (or any parent or subsidiary). For purposes of these provisions, Incyte or any parent or subsidiary for which you are performing services is referred to as the “Employer.” If this Agreement is not assumed or replaced with a new comparable award (with the determination of comparability to be made by the Committee), then there would be full accelerated vesting of this option upon the Change in Control. If this Agreement is assumed or replaced with a new comparable award, then this option (or such comparable award) would vest in full if within one year following the Change in Control your service for the Employer is terminated without Cause or is Constructively Terminated. For purposes of this Agreement, “Cause” shall mean (i) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement or plan in effect between Incyte and you on the date specified in the grant notice (or where there is such an agreement or plan but it does not define “cause” (or words of like import)): (A) your continued failure to perform your duties with the Employer (other than any such failure resulting from incapacity due to physical or mental illness or total and permanent disability, which incapacity has been recognized as such by the Committee or its designee); (B) engagement in illegal conduct, gross misconduct or dishonesty that is injurious to the Employer or its affiliates; (C) unauthorized disclosure or misuse of any of the Employer’s secret, confidential or proprietary information, knowledge or data relating to the Employer or its affiliates; or (D) violation of any of the employee policies or procedures of the Employer; or (ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement or plan in effect between Incyte and you on the date specified in the grant notice that defines “cause” (or words of like import), as defined under such agreement or plan. For purposes of this Agreement, “Constructive Termination” shall mean (i) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement or plan in effect between Incyte and you on the date specified in the grant notice (or where there is such an agreement or plan but it does not define “constructive termination” (or words of like import)): (A) the assignment to you of any duties fundamentally inconsistent with your position, authority, duties or responsibilities as in effect immediately prior to a Change in Control (or any other action by the Employer that results in a fundamental diminishment in such position, authority, duties or responsibilities as in effect immediately prior to a Change in Control), provided that neither a mere change in title alone nor reassignment to a position that is substantially similar to the position held prior to the Change in Control shall constitute fundamental diminishment; (B) the Employer requiring you to be based at any office or location more than 50 miles from the office or location where you are based immediately prior to the Change in Control; or (C) any reduction in your annual base salary or target bonus opportunity (if any) from that which exists immediately prior to a Change in Control; or (ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement or plan in effect between Incyte and you on the date specified in the grant notice that defines “constructive termination” (or words of like import), as defined under such agreement or plan. | ||||
- 8 -
4811-5484-2831.v5
Transfer of Option | Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, designate a family member or family trust as your beneficiary to exercise this option after your death (your designation must be in writing and delivered to Incyte), or you may dispose of this option in your will. Incyte has the sole and absolute discretion to determine whether any beneficiary designation or will is valid for purposes of the transfer of this option following your death. Regardless of any marital property settlement agreement, Incyte is not obligated to honor a notice of exercise from your former spouse, nor is Incyte obligated to recognize your former spouse’s interest in your option in any way. | ||||
Retention Rights | Neither your option nor this Agreement gives you the right to be retained by Incyte (or any subsidiaries) in any capacity. Incyte (and any subsidiaries) reserve the right to terminate your service at any time, with or without cause. | ||||
Stockholder Rights | You, or your estate or heirs, have no rights as a stockholder of Incyte until a certificate for your option shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. | ||||
Recovery and Reimbursement of Option Gain | Incyte shall have the right to recover, or receive reimbursement for, any compensation or profit realized by the exercise of this option or by the disposition of any option shares to the extent Incyte has such a right of recovery or reimbursement under applicable securities laws. | ||||
Adjustments | In the event of a stock split, a stock dividend or a similar change in Incyte stock, the number of shares covered by this option and the exercise price per share may be adjusted pursuant to the Plan. | ||||
- 9 -
4811-5484-2831.v5
Jurisdiction-Specific Provisions | Additional or different terms and conditions and/or information with respect to this option may be included in an appendix to this Agreement. The appendices constitute part of this Agreement. This option is subject to any terms and conditions for your jurisdiction set forth in Appendix A to this Agreement (“Appendix A”). If you transfer residence and/or employment to a country reflected in Appendix A, the terms and conditions for such country will apply to you to the extent Incyte determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. In addition, Incyte may impose other requirements on this option and require you to sign additional agreements or undertakings that Incyte determines may be necessary or advisable for legal or administrative reasons to accomplish the grant of this option or the issuance of the securities issuable upon exercise of this option. Information regarding the use of personal data in connection with the Plan is set forth in Appendix B to this Agreement (“Appendix B”). | ||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice of law provisions). | ||||
- 10 -
4811-5484-2831.v5
Venue | Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between you and Incyte evidenced by this option or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. You hereby represent and agree that you are subject to the personal jurisdiction of said courts, irrevocably consent to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waive, to the fullest extent permitted by law, any objection which you may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. | ||||
| The Plan and Other Agreements | The text of the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (the “Plan”) is incorporated in this Agreement by reference. All capitalized terms not defined in this Agreement are subject to definition under the Plan. If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control. This Agreement, the grant notice and the Plan constitute the entire understanding between you and Incyte regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement signed by you and Incyte. | ||||
By accepting the grant notice, you agree to all of the terms and conditions
described in this Agreement (including any appendix) and in the Plan.
- 11 -
4811-5484-2831.v5