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.
At the time of settlement, you will receive one share of Incyte common stock for each vested unit.
Responsibility for Taxes
Regardless of any action taken by Incyte or, if different, your employer, the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, withheld by Incyte or your employer.
Incyte and your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items, and (ii) do not commit to and are under no obligation to reduce or eliminate your liability for Tax-Related Items or to structure the terms of this award to achieve any particular tax result.
If you become subject to taxation in more than one jurisdiction, Incyte and/or your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any taxable or tax withholding event, you will make arrangements satisfactory to Incyte and your employer so that Incyte and your employer can fulfill any withholding obligations for Tax-Related Items. Incyte shall not be required to issue any shares of Incyte common stock or deliver the proceeds of the sale of any shares of Incyte common stock until such obligations are satisfied.
In this regard, Incyte will withhold shares of Incyte common stock on settlement of the units to satisfy any applicable withholding obligations for Tax-Related Items. Alternatively, provided you are not a Section 16 officer of Incyte under the Exchange Act, Incyte and/or your employer, or their respective agents, at their discretion, may fulfill any applicable withholding obligations for Tax-Related Items by one or a combination of the following:
withholding from your wages or other cash amount payable to you by Incyte and/or your employer;