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Exhibit
99.4
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. 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 twelve 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
NONSTATUTORY 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.
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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| Nonstatutory Stock Option |
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This
Option is not intended to be an Incentive Stock Option under
section 422 of the Internal Revenue Code and will be interpreted
accordingly. |
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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.
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.
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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| Disability |
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If your
Service terminates because of your Disability, then your Option
will expire at the close of the NASDAQ National Market on the date
that is eighteen (18) months after your termination
date. |
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| Leaves of
Absence |
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For purposes of this Option, your
Service does not terminate when you go on a bona fide leave
of absence that was approved by the Company in writing, if the
terms of the leave provide for continued Service crediting, or when
continued Service crediting is required by applicable law. Your
Service terminates in any event when the approved leave ends unless
you immediately return to active work.
The Company determines which leaves
count for this purpose, and when your Service terminates for all
purposes under the Plan.
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| Notice of
Exercise |
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When you wish to exercise this Option,
you must notify the Company by filing the proper “Notice of
Exercise” form at the address given on the form or by using a
website designated by the Company. Your notice must specify how
many Shares you wish to purchase. Your notice must also specify how
your Shares should be registered (in your name only or in your and
your spouse’s names as community property or as
joint
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