Common use of Termination During Clause in Contracts

Termination During. the Employment Period for Good Reason or Other Than ---------------------------------------------------------------------- for Cause, Death or Disability. If, during the Employment Period, the Company ------------------------------ shall terminate the Executive's employment other than for Cause or the Executive shall terminate employment for Good Reason (and the Executive's employment is not terminated by reason of death or Disability): (i) The Company shall pay to the Executive the aggregate of the following amounts: (A) The Accrued Obligations; and (B) the amount equal to the product of (1) one and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus or, if greater, the bonus pursuant to the Company's management bonus plan in the most recently completed fiscal year. The payments described in this Section 3(b)(i) shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination unless the Executive elected to receive such payments in equal installments in accordance with the Company's usual payroll practices over the 12-month period following the Date of Termination. Such election may be made at any time prior to 180 days before the Date of Termination and may be amended or revoked at the sole discretion of the Executive prior to 180 days before the Date of Termination. (ii) For 12 months after the Executive's Date of Termination, the Company shall continue Welfare Benefits to Executive and/or the Executive's family; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under an other employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until 12 months after the Executive's Date of Termination and to have retired on the last day of such period. (iii) An additional portion of options acquired under the 1991 Stock Plan of Incyte Genomics, Inc. or any other stock-based incentive plan of the Company which have not vested in accordance with the terms and conditions of the grant, award or purchase, shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination and all options shall continue to be exercisable for 12 months following the Date of Termination and an additional portion of the Units which have not vested in accordance with the terms and conditions of such grant shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination (provided that, in any event, an additional portion equal to at least 33% of the Units shall become vested) and the shares of common stock of the Company shall be delivered to the Executive within 30 days after the Date of Termination. (iv) The Company shall provide to the Executive the Outplacement Benefits and the Other Benefits.

Termination During. the Employment Period for Good Reason or Other Than ---------------------------------------------------------------------- for Cause, Death -------------------------------------------------------------------- or DisabilityDisability or for Good Reason. If, during the Employment Period, the Company ------------------------------ -------------------------------- shall terminate the Executive's employment other than for Cause or the Executive shall terminate employment for Good Reason (and the Executive's employment is not terminated by reason of death or Disability): (i) The Company shall pay to the Executive the aggregate of the following amounts: (A) The Accrued Obligations; and (B) the amount equal to the product of (1) one and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus or, if greater, the bonus pursuant to the Company's management bonus plan in the most recently completed fiscal year. The payments described in this Section 3(b)(i) shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination unless the Executive elected to receive such payments in equal installments in accordance with the Company's usual payroll practices over the 12-month period following the Date of Termination. Such election may be made at any time prior to 180 days before the Date of Termination and may be amended or revoked at the sole discretion of the Executive prior to 180 days before the Date of Termination. (ii) For 12 months after the Executive's Date of Termination, if the Executive properly elects to continue the Company's group health plan coverage as is the Executive's right under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall continue Welfare Benefits to pay the portion of the COBRA premiums for Executive and/or the Executive's familyfamily equal to the percentage share of medical premiums the Company paid for the Executive and/or the Executive's family prior to the Date of Termination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under an other employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until 12 months after the Executive's Date of Termination and to have retired on the last day of such period. (iii) An additional portion of options acquired under the 1991 Stock Plan of Incyte Genomics, Inc. or any other stock-based incentive plan of the Company which have not vested in accordance with the terms and conditions of the grant, award or purchase, shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination and all options shall continue to be exercisable for 12 months following the Date of Termination and an additional portion of the Units which have not vested in accordance with the terms and conditions of such grant shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination (provided that, in any event, an additional portion equal to at least 33% of the Units shall become vested) and the shares of common stock of the Company shall be delivered to the Executive within 30 days after the Date of Termination. (iv) The Company shall provide to the Executive the Outplacement Benefits and the Other Benefits.employed

Termination During. the Employment Period for Good Reason or Other Than ---------------------------------------------------------------------- for Cause, Death -------------------------------------------------------------------- or DisabilityDisability or for Good Reason. If, during the Employment Period, the Company ------------------------------ -------------------------------- shall terminate the Executive's employment other than for Cause or the Executive shall terminate employment for Good Reason or if, during the Change in Control Employment Period, the Executive shall terminate employment for Good Reason under subparagraph (v) thereof (and the Executive's employment is not terminated by reason of death or Disability): (i) The Company shall pay to the Executive the aggregate of the following amounts: (A) The Accrued Obligations; and (B) the amount equal to the product of (1) one and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus or, if greater, the bonus pursuant to the Company's management bonus plan in the most recently completed fiscal year. The payments described in this Section 3(b)(i) shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination unless the Executive elected to receive such payments in equal installments in accordance with the Company's usual payroll practices over the 12-month period following the Date of Termination. Such election may be made at any time prior to 180 days before the Date of Termination and may be amended or revoked at the sole discretion of the Executive prior to 180 days before the Date of Termination. (ii) For 12 months after the Executive's Date of Termination, if the Executive properly elects to continue the Company's group health plan coverage as is the Executive's right under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall continue Welfare Benefits to pay the portion of the COBRA premiums for Executive and/or the Executive's familyfamily equal to the percentage share of medical premiums the Company paid for the Executive and/or the Executive's family prior to the Date of Termination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under an other employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until 12 months after the Executive's Date of Termination and to have retired on the last day of such period.; (iii) An additional portion of options acquired under the 1991 Stock Plan of Incyte Genomics, Inc. or any other stock-based incentive plan of the Company which have not vested in accordance with the terms and conditions of the grant, award or purchase, shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination and all options shall continue to be exercisable for 12 months 90 days following the Date of Termination and an additional portion of the Units which have not vested in accordance with the terms and conditions of such grant shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination (provided that, that in any event, an additional portion equal to at least 33no event will less than 20% of the Units shall become vestedvest) and the shares of common stock of the Company shall be delivered to the Executive within 30 days after the Date of Termination.; and (iv) The Company shall provide to the Executive the Outplacement Benefits and the Other Benefits.

Termination During. the Employment Period for Good Reason or Other Than ---------------------------------------------------------------------- for Cause, Death or Disability. If, during the Employment Period, the Company ------------------------------ shall terminate the Executive's employment other than for Cause or the Executive shall terminate employment for Good Reason (and the Executive's employment is not terminated by reason of death or Disability): (i) The Company shall pay to the Executive the aggregate of the following amounts: (A) The Accrued Obligations; and (B) the amount equal to the product of (1) one and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus or, if greater, the bonus pursuant to the Company's management bonus plan in the most recently completed fiscal year. The payments described in this Section 3(b)(i) shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination unless the Executive elected to receive such payments in equal installments in accordance with the Company's usual payroll practices over the 12-month period following the Date of Termination. Such election may be made at any time prior to 180 days before the Date of Termination and may be amended or revoked at the sole discretion of the Executive prior to 180 days before the Date of Termination. (ii) For 12 months after the Executive's Date of Termination, the Company shall continue Welfare Benefits to Executive and/or the Executive's family; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under an other employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until 12 months after the Executive's Date of Termination and to have retired on the last day of such period. (iii) An additional portion of options acquired under the 1991 Stock Plan of Incyte Genomics, Inc. or any other stock-based incentive plan of the Company which have not vested in accordance with the terms and conditions of the grant, award or purchase, shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination and all options shall continue to be exercisable for 12 months following the Date of Termination and an additional portion of the Units which have not vested in accordance with the terms and conditions of such grant shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination (provided that, in any event, an additional portion equal to at least 3325% of the Units shall become vested) and the shares of common stock of the Company shall be delivered to the Executive within 30 days after the Date of Termination; provided, however, that if the Date of Termination occurs prior to November 26, 2002, all options described above shall become 100% vested and shall continue to be exercisable for 12 months following the Date of Termination. (iv) The Company shall provide to the Executive the Outplacement Benefits and the Other Benefits.

Termination During. the Employment Period for Good Reason or Other ----------------------------------------------------------------- Than ---------------------------------------------------------------------- for Cause, Death or Disability. If, during the Employment Period, the ----------------------------------- Company ------------------------------ shall terminate the Executive's employment other than for Cause or the Executive shall terminate employment for Good Reason (and the Executive's employment is not terminated by reason of death or Disability): (i) The Company shall pay to the Executive the aggregate of the following amounts: (A) The Accrued Obligations; and (B) the amount equal to the product of (1) one and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus or, if greater, the bonus pursuant to the Company's management bonus plan in the most recently completed fiscal year. The payments described in this Section 3(b)(i) shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination unless the Executive elected to receive such payments in equal installments in accordance with the Company's usual payroll practices over the 12-month period following the Date of Termination. Such election may be made at any time prior to 180 days before the Date of Termination and may be amended or revoked at the sole discretion of the Executive prior to 180 days before the Date of Termination. (ii) For 12 months after the Executive's Date of Termination, the Company shall continue Welfare Benefits to Executive and/or the Executive's family; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under an other employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until 12 months after the Executive's Date of Termination and to have retired on the last day of such period. (iii) An additional portion of options acquired under the 1991 Stock Plan of Incyte Genomics, Inc. or any other stock-based incentive plan of the Company which have not vested in accordance with the terms and conditions of the grant, award or purchase, shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination and all options shall continue to be exercisable for 12 months following the Date of Termination and an additional portion of the Units which have not vested in accordance with the terms and conditions of such grant shall become vested equal to the amount of vesting that would have occurred if the Executive had continued working for the Company for an additional 12 months after the Date of Termination (provided that, in any event, an additional portion equal to at least 33% of the Units shall become vested) and the shares of common stock of the Company shall be delivered to the Executive within 30 days after the Date of Termination. (iv) The Company shall provide to the Executive the Outplacement Benefits and the Other Benefits.