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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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 t
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