NONSTATUTORY STOCK OPTION AGREEMENT

Exhibit 10.3

GRANT NO.                     

ICOS CORPORATION

1999 LONG-TERM INCENTIVE PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

ICOS Corporation, a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 1999 Long-Term Incentive Plan (the “Plan”).

Date of Option Grant:                     , [YEAR]

Name of Optionee:                                                              

Optionee’s Social Security Number:              -              -             

Number of Shares Covered by Option:                         

Exercise Price per Share: $            .        

Vesting Start Date:                     , [YEAR]

Vesting Schedule:

Subject to all the terms of the attached Agreement, your right to purchase Shares under this Option incrementally vests as to one-forty-eighth (1/48) of the total number of Shares covered by this Option, as shown above, on each of the forty-eight monthly anniversaries of the Vesting Start Date. Notwithstanding the previous sentence, in the event that you are also being granted an Incentive Stock Option on the Date of Option Grant, your right to purchase the aggregate number of Shares under both this Option and the Incentive Stock Option incrementally vests as to one-forty-eighth (1/48) of the total number of Shares covered by both Options on each of the forty-eight monthly anniversaries of the Vesting Start Date, this Option may vest in unequal amounts by month, and the separate vesting schedule for this Option is available to you upon request of the Company (attention: Manager, Payroll). The resulting aggregate number of vested Shares will be rounded down to the nearest whole number. In addition, this Option shall become fully vested if, within twenty-four months after a Change in Control, your Service is terminated (i) without Cause by the Company or (ii) by Optionee for Good Reason. No additional Shares will vest after your Service has terminated for any reason except in the case of your Retirement as described in the attached Agreement.

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed.

ICOS CORPORATION

1999 LONG-TERM INCENTIVE PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

The Plan and Other Agreements		The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan.   This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
Nonstatutory Stock Option		This Option is not intended to be an Incentive Stock Option under section 422 of the Internal Revenue Code and will be interpreted accordingly.
Vesting		This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet and as provided in the Plan and this Agreement.
Term		Your Option will expire in any event at the close of the NASDAQ National Market on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
Regular Termination		If your Service terminates for any reason, other than death, Disability, Cause or Retirement, then your Option will expire at the close of the NASDAQ National Market on the date that is three months after your termination date.
Termination for Cause