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EXHIBIT
99.3
GRANT NO.
ICOS
CORPORATION
1999 LONG-TERM INCENTIVE
PLAN
INCENTIVE 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. 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.
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Optionee:
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(Signature) |
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Company:
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(Signature) |
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Title:
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Attachment
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ICOS
CORPORATION
1999 LONG-TERM INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
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The Plan and
Other Agreements
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The text of
the Plan is incorporated in this Agreement by reference. Certain
capitalized terms used in this Agreement are defined in the
Plan. |
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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. |
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| Incentive Stock Option |
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This Option
is intended to be an Incentive Stock Option under section 422 of
the Internal Revenue Code and will be interpreted accordingly. If
you cease to be an employee of the Company, a Subsidiary or of a
Parent but continue to provide Service, this Option will be deemed
to be a Nonstatutory Stock Option three months and one day after
you cease to be such an employee. In addition, to the extent that
all or part of this Option exceeds the $100,000 rule of section
422(d) of the Code, this Option or the lesser excess part will be
treated as a Nonstatutory Stock Option. |
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| Vesting |
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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. |
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| Term |
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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. |
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| Regular
Termination |
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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. |
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Termination for
Cause
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If your
Service is terminated for Cause or if you commit an act(s) of Cause
while this Option is outstanding, as determined by the Company in
its sole discretion, then you shall immediately forfeit all rights
to your Option and the Option shall immediately expire. |
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The
definition of Cause provided in the Plan shall not restrict in any
way the Company’s or any Parent’s, Subsidiary’s
or Affiliate’s right to discharge you for any other reason,
nor shall this definition be deemed to be inclusive of all the acts
or omissions which constitute “cause” for purposes
other than this Agreement. |
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| Retirement |
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If your
Service terminates because of your Retirement, then your Option
will expire at the close of the NASDAQ National Market on the date
that is thirty-six (36) months after the date of your Retirement.
This Option will be deemed to be a Nonstatutory Stock Option three
months and one day after your termination of Service as an employee
of the Company, Subsidiary or Parent. In addition, the vesting of
your Option will be determined as if you had rendered Service for
an additional one year after your date of Retirement. |
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| Death |
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If your
Service terminates because of your death, then your Option will
expire at the close of the NASDAQ National Market on the date that
is eighteen (18) months after the date of your death. During that
eighteen (18) month period, your estate or heirs may exercise the
vested portion of your Option. |
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| Disab |
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