HEREBY EXPRESSLY RESERVED BY EACH, TO TERMINATE HIS OR HER
EMPLOYMENT AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE.
23.
TERM OF PLAN.
THE PLAN, AS AMENDED AND
RESTATED, SHALL BECOME EFFECTIVE UPON THE EFFECTIVE DATE.
IT SHALL CONTINUE
UNTIL TERMINATED UNDER SECTION 19 HEREOF.
24.
AUTOMATIC TRANSFER TO LOW PRICE OFFERING
PERIOD.
TO THE EXTENT PERMITTED BY ANY APPLICABLE LAWS, REGULATIONS, OR STOCK
EXCHANGE RULES, IF THE FAIR MARKET VALUE OF THE COMMON STOCK ON ANY EXERCISE
DATE IN AN OFFERING PERIOD IS LOWER THAN THE FAIR MARKET VALUE OF THE COMMON
STOCK ON THE ENROLLMENT DATE OF SUCH OFFERING PERIOD, THEN ALL PARTICIPANTS IN
SUCH OFFERING PERIOD SHALL BE AUTOMATICALLY WITHDRAWN FROM SUCH OFFERING PERIOD
IMMEDIATELY AFTER THE EXERCISE OF THEIR OPTION ON SUCH EXERCISE DATE AND
AUTOMATICALLY RE-ENROLLED IN THE IMMEDIATELY FOLLOWING OFFERING PERIOD AS OF THE
FIRST DAY THEREOF.
25.
EXECUTION.
TO RECORD THE AMENDMENT AND
RESTATEMENT OF THE PLAN BY THE BOARD AS OF THE EFFECTIVE DATE, AND FURTHER
AMENDMENT BY THE BOARD AS OF MARCH 11, 2008, THE COMPANY HAS CAUSED ITS
AUTHORIZED OFFICER TO EXECUTE THE SAME.
INCYTE CORPORATION
By
/s/ Patricia A. Schreck
Its
General Counsel
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