Incyte Corporation Restricted Stock Unit Grant Agreement with Paul A. Friedman, M.D.
Incyte Corporation is granting Paul A. Friedman, M.D., its President and CEO, 100,000 restricted stock units (RSUs) as an incentive for him to remain employed through the end of 2013. The RSUs vest in two equal installments on the first and second anniversaries of the agreement date, provided Dr. Friedman remains employed. If his employment ends due to death, disability, or certain other conditions, all RSUs vest immediately. Dr. Friedman must sign the letter to accept these terms.
Exhibit 10.29
December 20, 2011
Paul A. Friedman, M.D.
c/o Incyte Corporation
Experimental Station
Route 141 & Henry Clay Road
Building E336
Wilmington, DE 19880
Dear Paul:
As a result of your commitment to remain employed by Incyte Corporation (“Incyte”) as its President and Chief Executive Officer through the end of 2013, we are pleased to grant you 100,000 restricted stock units (RSUs), with each RSU representing the right to acquire one share of Incyte common stock. The RSUs will vest 50% on the first anniversary of the date of this letter and the remaining 50% on the second anniversary of the date of this letter, subject in each case to your remaining employed by Incyte through the vesting date. If your employment is terminated by reason of Death or Disability, other than for Cause, or for Good Reason or Change of Control Good Reason (as such terms are defined in the Employment Agreement dated November 26, 2001 between Incyte and you, as amended), the RSUs shall become 100% vested.
In order to confirm your agreement with and acceptance of these terms, please sign one copy of this letter and return it to Paula Swain. The other copy of this letter is for your records.
Sincerely,
| /s/ Richard U. De Schutter |
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| Richard U. De Schutter |
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| Chairman of the Board |
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| Agreed and accepted as of the date set forth above: |
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| /s/ Paul A. Friedman |
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| Paul A. Friedman, M.D. |
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