Exhibit 10.2

 

	
Notice of Grant of Stock Options and Option Agreement
    	
Incyte   Corporation  

ID: [                       ]  

Experimental   Station, Buiding E336 

Route   141 & Henry Clay Road 

Wilmington,   DE 19880
    


 

	
[Optionee Name]
    	
 
    	
Option Number:
    	
 
    	
[           ]
    
	
[Optionee Address]
    	
 
    	
Plan:
    	
 
    	
2010
    
	
 
    	
 
    	
ID:
    	
 
    	
[         ]
    


 

Effective <Date>, you have been granted a Nonstatutory Stock Option Agreement to buy [            ] shares of Incyte Corporation (the Company) stock at $[            ] per share.

 

The total option price of the shares granted is $[              ].

 

Shares in each period will become fully vested on the date shown.

 

	
Shares
    	
 
    	
Vest Type
    	
 
    	
Full Vest
    	
 
    	
Expiration
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

You and the Company agree that these options are granted under and governed by the terms and conditions of the Company’s 2010 Stock Incentive Plan, as amended, and the Stock Option Agreement that can be reviewed by clicking 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:

NONSTATUTORY STOCK OPTION AGREEMENT
 FOR EXECUTIVE OFFICERS

 

	
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 in 25 installments over a 3-year period,   as shown on the Notice of Grant of Stock Options (the “grant notice”). The   first installment consists of 33.33% of the total number of shares covered by   this option. It becomes exercisable on the “full vest” date shown on the   grant notice. Each of the subsequent installments consists of 2.77791% of the   total number of shares covered by this option. The subsequent installments   become exercisable at the end of each of the 24 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. No additional shares subject to   this option will vest after your service with Incyte has terminated for any   reason, except as provided below under “Change in Control.”
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
Your   option will expire in any event at the close of business at Incyte   headquarters on the day before the 7th anniversary of the Date of Grant, as   shown on the grant notice. (It will expire earlier if your Incyte service   terminates, as described below.)

 
    
	
 
    	
 
    	
 
    
	
Regular   Termination or Disability
    	
 
    	
If   your service as an executive officer or 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 as an employee of Incyte after you have   reached a combined age and years of service totaling 75 and have completed at   least 15 years of service as an employee of Incyte (“full retirement”); or

 

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

 

If   your service as an employee (other than as an executive officer), consultant   or advisor of Incyte (or any subsidiary) 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:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      6 months after your service terminates, if the termination   occurs because of your total and permanent disability (as defined below); or

 

·      90 days after your service terminates, if the termination   occurs because of any reason other than your total and permanent disability   or death. Notwithstanding the foregoing, if after full retirement (as defined   above) as an executive officer or director, your service continues as an   employee (other than an executive officer), consultant or advisor of Incyte   or any of its subsidiaries, and such service terminates for any reason other   than your total and permanent disability, or death, your option will expire   at the later of 90 days after your service terminates or 12 months after your   full retirement.

 

“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 an executive officer or 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   estate or heirs may exercise the vested portion of your option.

 

If   you die while serving as an employee (other than as an executive officer),   consultant or advisor of Incyte (or any subsidiary), then your option will   expire at the close of business at Incyte headquarters on the date 6 months   after the date of death. During that 6-month period, your estate or heirs may   exercise the vested portion of your option.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence
    	
 
    	
For   purposes of this option, 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 in any event when the approved leave ends, unless   you immediately return to active work.

 

Incyte   determines which leaves count for this purpose and the date the approved   leave ends.
    


 

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Restrictions   on Exercise
    	
 
    	
Incyte   will not permit you to exercise this option if the committee designated by   the Board of Directors to administer the Plan (the “Committee”) 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.

 

·      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. (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 Committee determines, in its   sole and absolute discretion, that such form of payment could violate any law   or regulation.
    
	
 
    	
 
    	
 
    
	
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   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 a 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 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 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
    


 

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(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.
    
	
 
    	
 
    	
 
    
	
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.

 

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 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 
    


 

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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, 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 above and in the Plan.

 

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