Exhibit 10.4

 

INCYTE CORPORATION 2010 STOCK INCENTIVE PLAN

 

NOTICE OF PERFORMANCE SHARE AWARD

 

You have been granted the following award of Performance Shares, representing the right to receive on a future date 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]
    
	
 
    	
 
    	
 
    
	
Target   Grant of
    	
 
    	
 
    
	
Performance   Shares:
    	
 
    	
[                      ]
    
	
 
    	
 
    	
 
    
	
Performance   Period:
    	
 
    	
[                      ]
    
	
 
    	
 
    	
 
    
	
Performance   Goals:
    	
 
    	
Your   Performance Shares may be converted into actual shares of Incyte common stock   after the end of the Performance Period, depending on the level of Incyte’s   achievement of the performance goals described in Exhibit 1. No   actual shares will be issued unless Incyte achieves at least the “threshold”   level of performance with respect to at least one of the performance goals   described in Exhibit 1.
    


 

By your signature and the signature of Incyte’s representative below, you and Incyte agree that this award of Performance Shares is granted under and governed by the terms and conditions of the Plan and the Performance Share Award Agreement (the “Agreement”), including Exhibit 1 thereto, that is attached to and made a part of this document.

 

By signing 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.

 

 

	
[NAME   OF RECIPIENT]
    	
 
    	
INCYTE   CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
Print   Name
    	
 
    	
 
    


 











 

INCYTE CORPORATION 2010 STOCK INCENTIVE PLAN
 PERFORMANCE SHARE AWARD AGREEMENT

 

	
Payment
    	
 
    	
No   cash payment is required upon receipt of this award, or for the issuance of   shares of Incyte common stock on settlement of the Performance Shares. 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 Performance   Shares.
    
	
 
    	
 
    	
 
    
	
Performance   Shares
    	
 
    	
Your   target grant of Performance Shares is shown in the Notice of Performance   Share Award (the “cover sheet”). This is the number of actual shares of   Incyte common stock that may be issued to you after the end of the   Performance Period if Incyte achieves the “target” level of performance with   respect to each performance goal for the Performance Period. Depending on   Incyte’s performance, you may receive a number of actual shares that is   greater or less than your target grant. If Incyte does not achieve at least   the “threshold” level of performance with respect to at least one of the   performance goals set for the Performance Period, you will receive no actual   shares of Incyte common stock under this award.  
    
	
 
    	
 
    	
 
    
	
Performance   Period
    	
 
    	
The   Performance Period covered by this award is shown in the cover sheet.

 

You   must remain in service with Incyte (or any subsidiary) as an employee,   director, consultant or advisor for the entire Performance Period in order to   remain entitled to receive any actual shares of Incyte common stock in settlement   of the Performance Shares.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If   your service as an employee, director, consultant or advisor of Incyte (or   any subsidiary) terminates for any reason before the end of the Performance   Period, then your Performance Shares will be forfeited. This means that the   Performance Shares will be immediately canceled and you will receive no   actual shares of Incyte common stock after the end of the Performance Period.   You will receive no payment for any Performance Shares 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.
    


 

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Nature   of Performance Shares
    	
 
    	
The   Performance Shares granted under this Agreement are mere bookkeeping entries.   They represent only Incyte’s unfunded and unsecured promise to issue shares   of Incyte common stock on a future date based on the level of Incyte’s   achievement of the specified performance goals. As a holder of Performance Shares,   you have no rights other than the rights of a general creditor of Incyte.
    
	
 
    	
 
    	
 
    
	
No   Voting Rights or Dividends
    	
 
    	
Your   Performance Shares 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 Performance Shares 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,   your target number of Performance Shares will be adjusted proportionately by   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 Performance Shares
    	
 
    	
The   Performance Shares will be settled after the end of the Performance Period   and after the Compensation Committee of Incyte’s Board of Directors has   certified Incyte’s level of achievement with respect to each of the   performance goals specified for the Performance Period. In no event will   settlement occur later than March 15th of the calendar year following   the last year of the Performance Period.

 

At   the time of settlement, your target number of Performance Shares may be   adjusted upwards or downwards by applying multiplier percentages based on   Incyte’s performance for the Performance Period. You will receive one share   of Incyte common stock for each Performance Share that you remain entitled to   after applying the multiplier percentages. 
    
	
 
    	
 
    	
 
    
	
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 the Performance Shares.
    
	
 
    	
 
    	
 
    
	
Award   Nontransferable
    	
 
    	
You   may not sell, transfer, assign, pledge or otherwise dispose of any of your   Performance Shares. For instance, you may not use your Performance Shares as   security for a loan. If you attempt to do any 
    


 

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of   these things, your Performance Shares will immediately become invalid. You   may, however, dispose of any vested but unsettled Performance Shares in your   will.

 

Regardless   of any marital property settlement agreement, Incyte is not obligated to   recognize your former spouse’s interest in your Performance Shares in any   way.
    
	
 
    	
 
    	
 
    
	
Beneficiary   Designation
    	
 
    	
You   may designate a beneficiary in writing to receive your Performance Shares in   the event you die after the end of the Performance Period and before   settlement of the Performance Shares. 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 settlement of Performance Shares that   you are entitled to at the time of your death.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Resale
    	
 
    	
By   signing the cover sheet of this Agreement, you agree not to sell any shares   of Incyte common stock issued upon settlement of the Performance 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).
    
	
 
    	
 
    	
 
    
	
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 Performance Shares 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 Performance   Shares under this Agreement, or by the disposition of any shares issued upon   settlement of the Performance Shares, 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 issuance and settlement of the Performance Shares 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 
    


 

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exemption   or compliance. By reserving this right, however, Incyte is not   guarantying that Section 409A will never apply to the issuance or   settlement of the Performance Shares, or that the requirements of Section 409A   will 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 and any Exhibit hereto, the cover sheet 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 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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