授出股票期權和期權協議的通知 | Incyte 公司 ID: [ ] 1801 年奧古斯丁截止日期 特拉華州威爾明頓 19803 | ||||
[期權人姓名] [可選地址] 選項編號：[] 計劃：激勵 ID: [] | |||||
自那時起<Date>，您已獲得非法定股票期權協議，允許您以每股 [______] 美元的價格購買Incyte Corporation（Incyte）的 [______] 股股票。 授予股份的總期權價格爲 [_______] 美元。 每個時期的股票將在顯示的日期全部歸屬。 股份 背心類型 全套背心 到期 | |||||
您和Incyte同意，這些期權是根據Incyte的2024年激勵股票激勵計劃和股票期權協議的條款和條件授予並受其約束的，可以通過點擊上面提供的鏈接進行審查。接受本聲明即表示您同意所有這些條款和條件。 當您接受本通知時，Incyte可能會通過電子郵件將與本計劃或本獎勵相關的所有文件發送給您。Incyte還可以通過將這些文件發佈到Incyte維護的網站上或根據與Incyte簽訂合同的第三方來交付這些文件。如果Incyte在網站上發佈這些文檔，您將收到通知。 這些期權是根據您在Incyte的就業機會而授予的，旨在符合納斯達克上市規則5635（c）（4）下的 「激勵」 補助金資格，該規則規定了股東批准要求的例外情況，否則適用於股權薪酬安排。本計劃和協議將根據該例外情況進行解釋並保持一致。 | |||||
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因塞特公司
2024年激勵股票獎勵計劃:
美國非法定股票期權協議
高級管理人員
非法定股票期權。 | 此期權並非根據《內部稅收法典》第422條的激勵股票期權而設定。 | ||||
兌現 | 您有權行使此期權，分爲37次分期，在4年期內逐步授權，如《股票期權授予通知書》中所示。第一次分期包括此期權所涵蓋的股票總數的25%。它將在《授予通知書》中顯示的「全部授權」日期行使。隨後的分期每次包括此期權所涵蓋的股票總數的2.08333%。隨後的分期在第一次分期的「全部授權」日期後的36個月中的每個月末行使。每個分期的股票數量將四捨五入到最接近的整數。在您作爲因塞特（或任何子公司）的員工、董事、顧問或顧問因任何原因終止服務後，不會再有額外的股票受此期權約束，除非在您完全養老或如下所述的「控制權變更」情況下，或在您與因塞特的錄用信函或就業協議中提供。 如果您完全養老，此期權將繼續根據協議和授予通知書中規定的授權進度在您退休後授權，前提是您的退休日期至少在授予日期後一年。如果您的退休日期早於授予日期後一年，則此期權將完全被取消。對於此目的，「全面養老」意味着您在達到65歲並作爲因塞特（或任何子公司）員工至少10年後終止服務。 | ||||
術語 | 無論如何，您的期權將在根據授予通知書上的授予日期之前的第10週年之前在因塞特總部營業結束當天到期。（如果您的服務終止，如下所述，它將提前到期。） | ||||
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定期終止或殘疾 | 如果您作爲因塞特的執行官或董事因任何原因而終止，您的期權將於因塞特總部的營業結束時到期，適用於以下日期中的任何一個： •如果您因爲您的全面而永久的殘疾（如下所定義）而終止任職，那麼在您的服務終止後24個月到期； •如果您因養老而終止，根據上文「歸屬」的定義，該期權的到期日期將在授予通知書中指定；或者 •如果您的服務因任何非全面且永久殘疾、完全養老或死亡以外的任何原因而終止，那麼在您的服務終止後90天到期； 如果您作爲因塞特的僱員（非執行官）、顧問或顧問因任何原因終止，您的期權將於因塞特總部的營業結束時到期，適用於以下日期中的任何一個： •如果您因您的全面而永久的殘疾（如下所定義）而終止服務，那麼在您的服務終止後6個月到期； •如果您因養老而終止服務，根據上文「歸屬」的定義，該期權的到期日期將在授予通知書中指定；或者 •服務終止後的90天內，如果終止是因爲除了您的全面和永久殘疾、退休或死亡之外的任何原因。 「全面和永久殘疾」意味着您由於任何醫學確定的身體或精神障礙而無法從事任何實質性的有益活動，預計會導致死亡，或者已經持續，或者有望持續，不少於一年的連續時間。 因塞特確定您的服務何時因此選擇獎項和計劃而終止。 | ||||
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死因 | 如果您在因塞特擔任執行官或董事期間去世，則您的期權將在去世日期後24個月的當日因塞特總部業務結束時到期。在這24個月的期間內，您的遺產或繼承人可以行使您期權的持續部分。 如果您在因塞特（或任何子公司）擔任員工（非執行官）、顧問或顧問期間去世，則您的期權將在去世日期後6個月的因塞特總部業務結束時到期。在這6個月的期間內，您的遺產或繼承人可以行使您期權的持續部分。 | ||||
休假 | 根據此期權，當您休假軍事假期、病假或其他已獲因塞特書面批准的離職時，您的服務並不終止。如果休假經由因塞特書面批准，且休假條款或適用法律要求繼續信貸服務。但無論如何，當批准的休假結束時，您的服務都將終止，除非您立即返回工作崗位。 真實 因塞特確定哪些休假適用於這一目的，以及批准休假結束日期。 因塞特確定哪些休假適用於這一目的，以及批准休假結束日期。 | ||||
運動限制 | 如果董事會指定的委員會(「委員會」)判斷，根據其唯一和絕對的判斷，當時發行股票可能違反任何法律或法規，因塞特將不允許你行使這個選擇權。 | ||||
行使通知 | 當您希望行使這個選擇權時，您必須通過在表格上提供的地址提交正確的「行使通知」表格通知因塞特，或按照因塞特在行使時制定的其他行使程序(可能是電子形式，可能是與因塞特簽訂合同的第三方平台)。您的通知必須指明您想購買多少股。您的通知還必須指明您希望如何註冊股票(只註冊在您的名下、按社區財產註冊在您和您的配偶名下、或者以共有者和生存權方式在法律允許的司法轄區註冊)。因塞特將判斷您提出的註冊是否有效。如果您提出的註冊有效，該通知將在因塞特收到時生效。 如果其他人在您去世後想行使這個選擇權，那個人必須向因塞特證明他或她有權這樣做並得到因塞特的滿意。 | ||||
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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. | ||||
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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. 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. | ||||
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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). | ||||
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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. | ||||
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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. | ||||
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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). | ||||
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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 2024 Inducement 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.
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