Exhibit 10.1


 


September 10, 2008


 


Patricia S. Andrews


 


Dear Pat:


 


It is
with great pleasure that we offer you the position of Executive Vice President,
Commercial Operations at Incyte Corporation. In this position you will report
directly to Paul A. Friedman, M.D., President & Chief Executive
Officer.  The terms of this offer are set
forth in this letter.  Should you accept
our offer, your salary will be $13,076.92 per bi-weekly pay period (equivalent
to $340,000.00 on an annualized basis). 
This is a salaried, exempt position, as your salary covers compensation
for all hours worked.  Performance
evaluations will be conducted annually.


 


You
are eligible to participate in the Incentive Compensation Plan (ICP), an annual
cash incentive plan.  Employees are assigned
a “Funding Target”, based on their job category, as a percent of base pay.   As an Executive Vice President, your funding
target is 50%. Your individual award will be based on Company Performance vs.
Company Goals, and your Individual Performance vs. your Individual Goals.  Actual awards are variable and could be more
or less than your individual funding target, however, your 2008 ICP bonus is
guaranteed at 50% target paid in March, 2009. 
This cash incentive plan is subject to ongoing approval by the company’s
Board of Directors, and may be modified or terminated by the Board of Directors
at its discretion.


 


As a valued employee of
Incyte we would like to offer you options on 220,000 shares of Incyte common
stock. This grant is subject to the approval of the Board of Directors. The
specific terms and conditions of this grant including exercise price and
vesting conditions will be set forth in a Stock Option Agreement to be entered
into between you and the Company.


 


Subject to approval of
the Board of Directors, you may enter into an Employment Agreement with the
Company in the form previously approved by the Board for our Executive Vice
Presidents. In addition, Incyte agrees that, as set forth in Attachment A, if,
outside of the period during which you may be eligible to receive severance
benefits under the Employment Agreement, Incyte terminates your employment for
any reason other than for Cause from your date of signature of this letter, you
will be entitled to a one-time payment in the amount of one times your
annualized base salary plus target bonus on the date of termination.


 

















 


Patricia S. Andrews


September 10, 2008


Page 2


 


As was discussed in the
interview process, Incyte offers employees and their eligible  dependents a variety of group health
insurance benefits.  Effective on your
first day of employment, you will be eligible for these benefits which
currently include medical, dental, vision, disability and life insurances.  An outline of our benefit package is
enclosed.  The premium costs of these
benefits for employees are currently being paid by Incyte.  Incyte offers a 401(k) Plan available
for your participation effective on your first day of employment.   Paid Time Off (PTO) accrues quarterly to a
maximum of 20 days (160 hours) per 12-month period with 4 years of service or
less and to a maximum of 25 days (200 hours) for year 5 and beyond.  These hours are accrued the first day of each
quarter.  As a new hire, you will accrue
a full 5 days (40 hours) of PTO for the quarter in which you start. Information
about these programs and other company benefits along with guidelines
concerning employment are contained in Incyte’s Employee Handbook.


 


As a
condition of your employment with Incyte, you are required to sign the enclosed
Confidential Information and Invention Assignment Agreement (“Agreement”)
protecting Incyte’s proprietary and competitive information.  This offer of employment is subject to your
acceptance of the terms of the Agreement. 
As an Incyte employee, you will be responsible for carrying out your
duties and upholding all company policies as outlined in the company Employee
Handbook and in the Agreement, as may be modified from time to time. Please
note that your employment with Incyte, if accepted, will be on an “at will”
basis, meaning that either you or the Company can terminate the employment
relationship for any reason at any time.


 


This
offer of employment is contingent upon your being able to provide Incyte with
documentation that verifies your identity and employment eligibility on the
date that you report to work.  A list of
acceptable documents is enclosed.  This
offer of employment is also contingent on the Company receiving satisfactory
background checks.


 


Pat, we would be delighted
by your decision to join Incyte Corporation and we look forward to your
acceptance of this offer of employment. 
We believe Incyte offers an exciting and challenging opportunity.


 

















 


Patricia S. Andrews


September 10, 2008


Page 3


 


In order to confirm your
agreement with and acceptance of these terms, please sign one copy of this
letter and return it to Bonnie Croce along with your signed Confidentiality
Agreement, Code of Business Conduct and Ethics, Computer Usage Policy, and EEO
form.  Please fax
your signed acceptance letter to the confidential Human Resources Department
fax: 302-425-2704.  The
Agreement must be returned with a signed copy of this letter to be considered a
valid acceptance.  The other copy of this
offer letter is for your records. In the meantime, should you have any
questions about our offer or about the company more generally, please contact
either of us.


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Paul A. Friedman

  	
   

  	
  /s/ Paula J. Swain

  
	
   

  	
   

  	
   

  
	
  Paul A. Friedman, M.D.

  	
   

  	
  Paula J. Swain

  
	
  President &
  Chief Executive Officer

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
  Human Resources

  



 


I have read and
understand the terms of this offer including the attached Confidential
Information and Invention Assignment Agreement. 
I agree to the terms of employment set forth in this letter and
Confidentiality Agreement and will be available to report to work on Tuesday, October 21,
2008.


 


 


	
   

  	
   

  	
  /s/ Patricia S. Andrews

  
	
   

  	
   

  	
  Patricia S. Andrews

  



 

















 


Attachment A


 


In addition, Incyte
Corporation agrees that, if outside of the period during which you may be
eligible to receive severance benefits under your Employment Agreement with
Incyte, Incyte terminates your employment for any reason other than for Cause
(as defined below), then you will be entitled to receive a one-time payment in
the amount of one times your annual base salary plus target bonus on the date
of your termination.  Provided, however,
that as a condition to receiving this one-time payment, you will be obligated
to execute and deliver to the Company, in a form consistent with those
previously used by the Company, a general release of claims; and provided,
further, that you will not be eligible to receive this payment if you elect to
terminate your employment with the Company voluntarily.


 


For purposes of this
letter, “Cause” is defined as:


 




	
  (i)

  	
   

  	
  Your continued failure
  to perform your duties with the Company or one of its affiliates (other than
  any such failure resulting from incapacity due to your physical or mental
  illness or total and permanent disability, which incapacity has been
  recognized as such by the Board of Directors of the Company);

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Your engagement in
  illegal conduct, gross misconduct or dishonesty that is injurious to the
  Company;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Your unauthorized disclosure
  or misuse of the Company’s secret, confidential or proprietary information,
  knowledge or data relating to the Company or its affiliates; or

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  Your violation of any
  of the Company’s employee policies or procedures.