授出股票期权和期权协议的通知 | Incyte 公司 ID: [ ] 1801 年奥古斯丁截止日期 特拉华州威尔明顿 19803 | ||||
[期权人姓名] [可选地址] 选项编号：[] 计划：激励 ID: [] | |||||
自那时起<Date>，您已获得非法定股票期权协议，允许您以每股 [______] 美元的价格购买Incyte Corporation（Incyte）的 [______] 股股票。 授予股份的总期权价格为 [_______] 美元。 每个时期的股票将在显示的日期全部归属。 股份 背心类型 全套背心 到期 | |||||
您和Incyte同意，这些期权是根据Incyte的2024年激励股票激励计划和股票期权协议的条款和条件授予并受其约束的，可以通过点击上面提供的链接进行审查。接受本声明即表示您同意所有这些条款和条件。 当您接受本通知时，Incyte可能会通过电子邮件将与本计划或本奖励相关的所有文件发送给您。Incyte还可以通过将这些文件发布到Incyte维护的网站上或根据与Incyte签订合同的第三方来交付这些文件。如果Incyte在网站上发布这些文档，您将收到通知。 这些期权是根据您在Incyte的就业机会而授予的，旨在符合纳斯达克上市规则5635（c）（4）下的 “激励” 补助金资格，该规则规定了股东批准要求的例外情况，否则适用于股权薪酬安排。本计划和协议将根据该例外情况进行解释并保持一致。 | |||||
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因塞特公司
2024年激励股票奖励计划:
美国非法定股票期权协议
高级管理人员
非法定股票期权。 | 此期权并非根据《内部税收法典》第422条的激励股票期权而设定。 | ||||
兑现 | 您有权行使此期权，分为37次分期，在4年期内逐步授权，如《股票期权授予通知书》中所示。第一次分期包括此期权所涵盖的股票总数的25%。它将在《授予通知书》中显示的“全部授权”日期行使。随后的分期每次包括此期权所涵盖的股票总数的2.08333%。随后的分期在第一次分期的“全部授权”日期后的36个月中的每个月末行使。每个分期的股票数量将四舍五入到最接近的整数。在您作为因塞特（或任何子公司）的员工、董事、顾问或顾问因任何原因终止服务后，不会再有额外的股票受此期权约束，除非在您完全养老或如下所述的“控制权变更”情况下，或在您与因塞特的录用信函或就业协议中提供。 如果您完全养老，此期权将继续根据协议和授予通知书中规定的授权进度在您退休后授权，前提是您的退休日期至少在授予日期后一年。如果您的退休日期早于授予日期后一年，则此期权将完全被取消。对于此目的，“全面养老”意味着您在达到65岁并作为因塞特（或任何子公司）员工至少10年后终止服务。 | ||||
术语 | 无论如何，您的期权将在根据授予通知书上的授予日期之前的第10周年之前在因塞特总部营业结束当天到期。（如果您的服务终止，如下所述，它将提前到期。） | ||||
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定期终止或残疾 | 如果您作为因塞特的执行官或董事因任何原因而终止，您的期权将于因塞特总部的营业结束时到期，适用于以下日期中的任何一个： •如果您因为您的全面而永久的残疾（如下所定义）而终止任职，那么在您的服务终止后24个月到期； •如果您因养老而终止，根据上文“归属”的定义，该期权的到期日期将在授予通知书中指定；或者 •如果您的服务因任何非全面且永久残疾、完全养老或死亡以外的任何原因而终止，那么在您的服务终止后90天到期； 如果您作为因塞特的雇员（非执行官）、顾问或顾问因任何原因终止，您的期权将于因塞特总部的营业结束时到期，适用于以下日期中的任何一个： •如果您因您的全面而永久的残疾（如下所定义）而终止服务，那么在您的服务终止后6个月到期； •如果您因养老而终止服务，根据上文“归属”的定义，该期权的到期日期将在授予通知书中指定；或者 •服务终止后的90天内，如果终止是因为除了您的全面和永久残疾、退休或死亡之外的任何原因。 “全面和永久残疾”意味着您由于任何医学确定的身体或精神障碍而无法从事任何实质性的有益活动，预计会导致死亡，或者已经持续，或者有望持续，不少于一年的连续时间。 因塞特确定您的服务何时因此选择奖项和计划而终止。 | ||||
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死因 | 如果您在因塞特担任执行官或董事期间去世，则您的期权将在去世日期后24个月的当日因塞特总部业务结束时到期。在这24个月的期间内，您的遗产或继承人可以行使您期权的持续部分。 如果您在因塞特（或任何子公司）担任员工（非执行官）、顾问或顾问期间去世，则您的期权将在去世日期后6个月的因塞特总部业务结束时到期。在这6个月的期间内，您的遗产或继承人可以行使您期权的持续部分。 | ||||
休假 | 根据此期权，当您休假军事假期、病假或其他已获因塞特书面批准的离职时，您的服务并不终止。如果休假经由因塞特书面批准，且休假条款或适用法律要求继续信贷服务。但无论如何，当批准的休假结束时，您的服务都将终止，除非您立即返回工作岗位。 真实 因塞特确定哪些休假适用于这一目的，以及批准休假结束日期。 因塞特确定哪些休假适用于这一目的，以及批准休假结束日期。 | ||||
运动限制 | 如果董事会指定的委员会(“委员会”)判断，根据其唯一和绝对的判断，当时发行股票可能违反任何法律或法规，因塞特将不允许你行使这个选择权。 | ||||
行使通知 | 当您希望行使这个选择权时，您必须通过在表格上提供的地址提交正确的“行使通知”表格通知因塞特，或按照因塞特在行使时制定的其他行使程序(可能是电子形式，可能是与因塞特签订合同的第三方平台)。您的通知必须指明您想购买多少股。您的通知还必须指明您希望如何注册股票(只注册在您的名下、按社区财产注册在您和您的配偶名下、或者以共有者和生存权方式在法律允许的司法辖区注册)。因塞特将判断您提出的注册是否有效。如果您提出的注册有效，该通知将在因塞特收到时生效。 如果其他人在您去世后想行使这个选择权，那个人必须向因塞特证明他或她有权这样做并得到因塞特的满意。 | ||||
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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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