Exhibit 10.24

 

INCYTE CORPORATION

AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN:

NONSTATUTORY STOCK OPTION AGREEMENT

FOR OUTSIDE DIRECTORS

 

	
Nonstatutory Stock Option
    	
This option is not intended to be an incentive stock option under   section 422 of the Internal Revenue Code.

 
    
	
Vesting
    	
Your right to exercise this option vests as shown on the Notice of   Grant of Stock Options (the “cover sheet”).

 

If this option award is an initial grant made under Section 12(a) of   the Plan, the first installment consists of 25% of the total number of shares   covered by this option.  It becomes   exercisable on the “full vest” date shown on the cover sheet.  Each of the subsequent installments   consists of 2.08333% of the total number of shares covered by this   option.  The subsequent installments   become exercisable at the end of each of the 36 months following the full   vest date of the first installment.    The number of shares in each installment will be rounded to the   nearest whole number.

 

If this option award is an annual grant made under Section 12(b) of   the Plan, it becomes exercisable on the first anniversary of the date of   grant or, if earlier, immediately prior to the next regular annual meeting of   Incyte’s stockholders.  Any portion of   an annual grant made under Section 12(b) of the Plan that is   outstanding will become immediately exercisable in full upon a Change in   Control (as defined in the Plan).

 

No additional shares subject to this option will vest after your   service with Incyte has terminated for any reason.

 
    
	
Term
    	
Your option will expire in any event at the close of business at   Incyte headquarters on the day before the 10th anniversary of the Date of   Grant, as shown on the cover sheet.    (It will expire earlier if your Incyte service terminates, as   described below.)

 
    
	
Regular Termination

or Disability

 
    	
If your service as a director of Incyte terminates for any reason   other than death, your option will expire at the close of business at Incyte   headquarters on whichever of the following dates applies to you:

 

·                  24 months   after your service terminates, if the termination occurs because of your   total and permanent disability (as defined below);

 

·                  36 months after your   service terminates, if the termination occurs because of your retirement from   the Board of Directors 
    


 











 

	
 
    	
after you have reached a combined 70 years of age and service as a   director and, as applicable, employee of Incyte and have completed at least 5   years of service as a director of Incyte (“full retirement”); or

 

·                  6 months   after your service terminates, if the termination occurs because of any   reason other than your total and permanent disability, full retirement or   death.

 

“Total and permanent disability” means that you are unable to engage   in any substantial gainful activity by reason of any medically determinable   physical or mental impairment which can be expected to result in death or   which has lasted, or can be expected to last, for a continuous period of not   less than one year.

 

Incyte determines when your service terminates for any purpose under   this option award and the Plan.

 
    
	
Death
    	
If you die while serving as a director of Incyte then your option   will expire at the close of business at Incyte headquarters on the date 24   months after the date of death.  During   that 24-month period, your beneficiary designated under the Plan (if any) or   your estate or heirs may exercise the vested portion of your option.
    
	
 
    	
 
    
	
Restrictions on Exercise

 
    	
Incyte will not permit you to exercise this option if the Board of   Directors or its delegate determines, in its sole and absolute discretion,   that the issuance of shares at that time could violate any law or regulation.

 
    
	
Notice of Exercise
    	
When you wish to exercise this option, you must notify Incyte by   filing the proper “Notice of Exercise” form at the address given on the form.   Your notice must specify how many shares you wish to purchase.  Your notice must also specify how your   shares should be registered (in your name only or in your and your spouse’s   names as community property or as joint tenants with right of   survivorship).  The notice will be   effective when it is received by Incyte.

 

If someone else wants to exercise this option after your death, that   person must prove to Incyte’s satisfaction that he or she is entitled to do   so.
    
	
 
    	
 
    
	
Form of Payment
    	
When you submit your notice of exercise, you must include payment of   the option price 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.
    


 

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·                  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 withholding taxes, if any.  (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.

 

·                  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 Board of Directors or   its delegate determines, in its sole and absolute discretion, that such form   of payment could violate any law or regulation.
    
	
 
    	
 
    
	
Automatic Exercise at Expiration
    	
If any portion of this option remains outstanding on the scheduled   expiration date or an earlier expiration date resulting from your termination   of service or death, and the option is “in the money” on that date (that is,   the fair market value of one share of Incyte common stock on that date   exceeds the option price per share), then this option will be automatically   exercised on the expiration date for the remaining shares subject to the   option on a “net exercise” basis without any further action on your   part.  If the expiration date is not a   business day, the “net exercise” will occur on the first preceding business   day.

 

The “net exercise” will involve Incyte’s withholding a number of the   shares otherwise issuable upon exercise of this option.  The withheld shares will have a fair market   value sufficient to cover the aggregate option price for the shares being   purchased under this option.  The net   shares remaining after this withholding will then be issued to you, provided   there is a least one whole share remaining after the withholding.  The “net exercise” will not be given effect   if it would result in your being issued only a fractional share.
    
	
 
    	
 
    
	
Withholding Taxes
    	
You will not be allowed to exercise this option unless you make   acceptable arrangements, satisfactory to Incyte, to pay any withholding taxes   that may be due as a result of the option exercise.
    
	
 
    	
 
    
	
Restrictions on Resale

 
    	
By signing the cover sheet of this Agreement, 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 a director of Incyte.
    
	
 
    	
 
    
	
Transfer of Option
    	
Prior to your death, only you may exercise this option.  You cannot 
    


 

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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.

 

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 other way.
    
	
 
    	
 
    
	
Retention Rights
    	
Neither your option nor this Agreement gives you the right to be   elected as, or to be nominated for election as a director of Incyte or to   remain a director of Incyte.

 
    
	
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.

 
    
	
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).

 
    
	
The   Plan and Other Agreements

 
    	
The text of the Incyte Corporation 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, cover sheet and the Plan constitute the entire   understanding between you and Incyte regarding this option.  Any prior agreements, commitments or   negotiations concerning this option are 
    


 

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superseded.  This Agreement may   be amended by the Board of Directors or its delegate without your consent;   however, if 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 signing the cover sheet of this Agreement, you agree to all

of the terms and conditions described above and in the Plan.

 

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