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INCY > SEC Filings for INCY > Form 8-K on 24-Jan-2014All Recent SEC Filings

Show all filings for INCYTE CORP

Form 8-K for INCYTE CORP


24-Jan-2014

Change in Directors or Principal Officers


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

2014 Equity Awards

On January 21, 2014, the Management Stock Option Committee, a subcommittee of the Compensation Committee (the "Committee") of the Board of Directors of Incyte Corporation (the "Company"), approved equity-based incentive awards for the Company's executive officers under the Company's 2010 Stock Incentive Plan (the "Plan"). Each of the Company's executive officers was granted options to purchase shares of the Company's common stock ("Common Stock") and a performance share award. For each executive officer, the value as of the grant date of the options was equal to 75%, and the value of the shares underlying the performance share award was equal to 25%, of the aggregate value of such options and shares, in each case as determined under generally accepted accounting principles consistent with the valuation of the Company's equity incentives.

The following table sets forth information with respect to the options granted and performance shares awarded to the Company's Chief Executive Officer and continuing named executive officers under the Plan.

                                          Number of      Target Number of
Name and Title                          Option Shares   Performance Shares

Hervé Hoppenot
President and Chief Executive Officer         124,148               17,428
David C. Hastings
Executive Vice President and
Chief Financial Officer                        24,829                3,485
James M. Daly
Executive Vice President and
Chief Commercial Officer                       35,324                4,958
Richard S. Levy
Executive Vice President,
Chief Drug Development and
Medical Officer                                35,865                5,034
Paula J. Swain
Executive Vice President,
Human Resources                                24,829                3,485

The options will have an exercise price per share of $64.55, the closing price of the Common Stock on January 21, 2014. The options become exercisable as to one-third of the shares on the first anniversary of the grant date, with the remaining shares vesting ratably each month thereafter over the following two years, and have a term of seven years, subject to earlier termination in certain events relating to termination of employment.

Each performance share award will convert into actual shares of Common Stock based on the Company's attainment of pre-established performance goals measured over a three-year performance period ending December 31, 2016 and the individual's continued service with the Company during the performance period.

The actual number of shares of Common Stock into which each performance share award may convert will be calculated by multiplying the target number of performance shares allocated to that award by performance percentage multipliers ranging from 0% to 125% based on the actual level at which the applicable performance goals are achieved, as certified by the Committee. The performance goals include clinical milestones, weighted at 50%, and revenue milestones, weighted at 50%. There are three clinical milestones relating to the Company's JAK inhibitor ruxolitinib: (1) obtain U.S. approval in hydroxyurea refractory or intolerant polycythemia vera (PV), (2) obtain supplementary FDA approval of a symptomatic benefit claim in PV, and (3) meet the protocol defined primary survival endpoint in a Phase III second-line pancreatic cancer clinical trial. Achievement of all three clinical milestones will result in the maximum percentage multiplier of 125%, achievement of two clinical milestones will result in the target percentage multiplier of 100%, and achievement of one clinical milestone will result in the threshold percentage multiplier of 75%. The multiplier will be 0% if no clinical milestones are achieved. The revenue milestones are based on cumulative net product sales over the three-year performance period ending December 31, 2016 and achievement of maximum, target and threshold levels will result in percentage


multipliers of 125%, 100% and 75%, respectively, with achievement below the threshold level resulting in a percentage multiplier of 0%.


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