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 tenants
with right of survivorship). The notice will be effective when it
is received by the Company.
If someone else wants to exercise
this Option after
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