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AUTOMATICALLY WITHDRAWN FROM SUCH OFFERING PERIOD IMMEDIATELY AFTER THE EXERCISE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, 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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