Exhibit 10.6

 

INCYTE CORPORATION 2010 STOCK INCENTIVE PLAN

 

NOTICE OF RESTRICTED STOCK UNIT AWARD

 

You have been granted the following units representing shares of common stock of INCYTE CORPORATION (“Incyte”) under the Incyte Corporation 2010 Stock Incentive Plan, as amended (the “Plan”):

 

	
Date   of Grant:
    	
[Date   of Grant]
    
	
 
    	
 
    
	
Name   of Recipient:
    	
[Name   of Recipient]
    
	
 
    	
 
    
	
Total   Number of
    	
 
    
	
Units   Granted:
    	
[                      ]
    
	
 
    	
 
    
	
Vesting   Commencement Date:
    	
[                    ]
    
	
 
    	
 
    
	
Vesting   Schedule:
    	
[                      ]
    


 

You and Incyte agree that these units are granted under and governed by the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement (the “Agreement”) that can be reviewed by clicking on the link provided above.  By accepting this Notice, you are agreeing to all of those terms and conditions.

 

By accepting this Notice, you further agree that Incyte may deliver by e-mail all documents related to the Plan or this award.  You also agree that Incyte may deliver these documents by posting them on a website maintained by Incyte or by a third party under contract with Incyte.  If Incyte posts these documents on a website, it will notify you by e-mail.

 











 

INCYTE CORPORATION 2010 STOCK INCENTIVE PLAN
 RESTRICTED STOCK UNIT AWARD AGREEMENT

 

	
Payment
    	
 
    	
No   cash payment is required for the units you receive, or for the issuance of   shares of Incyte common stock on settlement of the units. You will, however,   have to make arrangements acceptable to Incyte for the payment of any   withholding taxes due as a result of the settlement of the units.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The   units vest as shown in the Notice of Restricted Stock Unit Award (the “award   notice”). No additional units will vest after your service as an employee,   director, consultant or advisor of Incyte (or any subsidiary) has terminated   for any reason, except as provided below under “Change in Control.”
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If   your service as an employee, director, consultant or advisor of Incyte (or   any subsidiary) terminates for any reason, then your units will be forfeited   to the extent that they have not vested before the termination date and do   not vest as a result of the termination. This means that the units will   immediately be cancelled. You receive no payment for units that are forfeited.   Incyte determines when your service terminates for this purpose.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence
    	
 
    	
For   purposes of this award, your service does not terminate when you go on a   military leave, a sick leave or another bona fide   leave of absence, if the leave was approved by Incyte in writing and the   terms of the leave or applicable law requires continued service crediting.   But your service terminates when the approved leave ends, unless you   immediately return to active work.
    
	
 
    	
 
    	
 
    
	
Nature   of Units
    	
 
    	
Your   units are mere bookkeeping entries. They represent only Incyte’s unfunded and   unsecured promise to issue shares of Incyte common stock on a future date. As   a holder of units, you have no rights other than the rights of a general   creditor of Incyte.
    
	
 
    	
 
    	
 
    
	
No   Voting Rights or Dividends
    	
 
    	
Your   units carry neither voting rights nor rights to dividends. You, or your   estate or heirs, have no rights as a stockholder of Incyte unless and until   your units are settled by issuing shares of Incyte’s common stock. No   dividend equivalents will be provided and no adjustments will be made for   dividends or other rights if the applicable record date occurs before your   stock certificate is issued, except that in the case of a dividend payable in   the form of additional shares of Incyte common stock, the number of units   granted under this Agreement will be adjusted proportionately by 
    


 

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multiplying   that number by the number of shares of Incyte common stock that a holder of   one share of Incyte common stock before the dividend payment date would hold   after the dividend payment date.
    
	
 
    	
 
    	
 
    
	
Settlement   of Units
    	
 
    	
Each   of your units will be settled as soon as practicable after, but no later than   30 days after, the date the units vest. Notwithstanding the foregoing, if the   earliest practicable settlement date is not during a “window period,” then   the settlement date automatically shall be deferred to the first trading date   of the first “window period” beginning after such date, provided that in no   event shall the settlement date be later than March 15th of the calendar   year following the calendar year in which the units vested.

 

At   the time of settlement, you will receive one share of Incyte common stock for   each vested unit.
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes
    	
 
    	
No   stock certificates will be distributed to you unless you make acceptable   arrangements, satisfactory to Incyte, to pay any withholding taxes that may   be due as a result of the settlement of this award.
    
	
 
    	
 
    	
 
    
	
Change   in Control
    	
 
    	
The   following provisions will apply in the event a Change in Control (as defined   in the Plan) occurs while the units granted under this Agreement are   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 service is referred to as the “Employer.”

 

If   this Agreement is not assumed or replaced with a new comparable award by the   Employer (with the determination of comparability to be made by the   Committee), then there would be full accelerated vesting of the units upon   the Change in Control.

 

If   this Agreement is assumed or replaced with a new comparable award, then the   units (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 award 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

 
    


 

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(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 award 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 award 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 award notice that defines “constructive   termination” (or words of like import), as defined under such agreement or   plan.
    
	
 
    	
 
    	
 
    
	
Units   Nontransferable
    	
 
    	
You   may not sell, transfer, assign, pledge or otherwise dispose of any of your   units. For instance, you may not use your units as
    


 

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security   for a loan. If you attempt to do any of these things, your units will   immediately become invalid. You may, however, dispose of any vested but   unsettled units in your will.

 

Regardless   of any marital property settlement agreement, Incyte is not obligated to   recognize your former spouse’s interest in your units in any way.
    
	
 
    	
 
    	
 
    
	
Beneficiary   Designation
    	
 
    	
You   may designate a beneficiary in writing to receive your vested units in the   event you die before settlement of the units. A beneficiary designation must   be filed with Incyte on the proper form, and it will be recognized only if it   has been received at Incyte’s headquarters before your death. If you file no   beneficiary designation or if none of your designated beneficiaries survives   you, then your estate will receive any vested units that you hold at the time   of your death.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Resale
    	
 
    	
By   accepting the award notice, you agree not to sell any shares of Incyte common   stock issued upon settlement of the units 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).
    
	
 
    	
 
    	
 
    
	
Retention   Rights
    	
 
    	
Neither   your award nor this Agreement gives you the right to be retained by Incyte   (or any subsidiary) in any capacity. Incyte (and any subsidiaries) reserve   the right to terminate your service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In   the event of a stock split, a stock dividend or a similar change in Incyte   common stock, the number of your units covered by this award may be adjusted   pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Recovery   and Reimbursement of Gain
    	
 
    	
Incyte   shall have the right to recover, or receive reimbursement for, any compensation   or profit realized by the issuance or settlement of units under this   Agreement, or by the disposition of any shares issued upon settlement of the   units, to the extent Incyte has such a right of recovery or reimbursement   under applicable securities laws.
    
	
 
    	
 
    	
 
    
	
Compliance   with Section 409A of the Code
    	
 
    	
Incyte   intends that the vesting and settlement of the units awarded under this   Agreement will qualify for an exemption from the application of, or will   otherwise comply with, Section 409A of the Internal Revenue Code. Incyte   reserves the right, to the extent it deems necessary or advisable, to amend   this Agreement without your consent in order to maintain such qualification   for exemption or compliance. By reserving this right, however, Incyte is   not guarantying that Section 409A will never apply to the vesting and/or   settlement of the units, or that the requirements of Section 409A will
    


 

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be   complied with.
    
	
 
    	
 
    	
 
    
	
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, the award notice and the Plan constitute the entire understanding   between you and Incyte regarding this award. Any prior agreements,   commitments or negotiations concerning this award 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 award notice, you agree to all

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

 

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