Item 5.02 Departure of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers.

2013 Incentive Compensation Plan

On March 21, 2013, the Board of Directors (the "Board") of Incyte Corporation (the "Company") approved, on the recommendation of the Compensation Committee of the Board, corporate objectives for 2013 relating to a cash bonus plan for the 2013 fiscal year. The Company's 2013 incentive compensation plan is a discretionary cash incentive award plan designed to align incentive awards for each participant's individual performance with the Company's corporate objectives. Eligibility to participate in the plan and actual award amounts are not guaranteed and are determined, in the case of the Company's executive officers, at the discretion of the Compensation Committee of the Board. Each of the Company's executive officers other than the President and Chief Executive Officer ("CEO") has a funding target under the plan of 50% of his or her annual base salary for 2013, with the potential for actual awards under the plan to either exceed or be less than the funding target depending upon corporate performance, as well as the executive officer's achievement of certain individual goals that are predetermined by the CEO. The CEO has a funding target under the plan of 75% of his annual base salary for 2013, with the actual incentive award depending upon corporate performance.

Corporate performance objectives for 2013 are based on achievement of drug discovery objectives, representing 20% of the overall objectives, drug development objectives, representing 30% of the overall objectives, commercial objectives, representing 40% of the overall objectives, and finance objectives, representing 10% of the overall objectives. Bonus opportunities for certain objectives enable the payout of up to an additional 20 percentage points. Threshold, target and outperform achievement levels are defined for each corporate objective and, depending on the achievement of those performance levels, a payout ranging from 0% to 150% may be made for each objective.

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