OSI PHARMACEUTICALS,
INC.
AMENDED AND RESTATED STOCK
INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS NON-QUALIFIED
STOCK OPTION AGREEMENT (this “Agreement”), by and
between OSI PHARMACEUTICALS, INC., a Delaware corporation (the
“Company”) and [EXECUTIVE OFFICER] (the
“Optionee”), an employee of the Company, is entered
into as of the date set forth beneath the Optionee’s name
below.
Pursuant to the
OSI Pharmaceuticals, Inc. Amended and Restated Stock Incentive
Plan, as amended (the “Plan”), the Compensation
Committee of the Board of Directors of the Company (the
“Committee”) approved on [INSERT DATE OF GRANT] (the
“Grant Date”) the grant to the Optionee of a
non-qualified stock option to purchase shares of the
Company’s common stock, par value $.01 per share (the
“Common Stock”), as hereinafter set forth. The option
granted herein is not intended to qualify as an “incentive
stock option” as defined in Section 422 of the Internal
Revenue Code of 1986, as amended.
1.
Grant . On the Grant Date, the Company granted to the
Optionee an option (the “Option”) to purchase on the
terms and conditions set forth herein and in the Plan all or any
part of an aggregate of [INSERT NUMBER OF SHARES] shares of Common
Stock (the “Option Shares”), at the purchase price of
$[INSERT GRANT PRICE] per share (the “Option
Price”).
2.
Vesting . Subject to the terms and conditions of this
Agreement and the Plan, the Optionee shall have the cumulative
right to exercise the Option over a three year period, with
one-third of the Option Shares becoming exercisable on each of the
third, fourth and fifth anniversaries of the Grant Date, with any
fractional number of Option Shares that would otherwise become
exercisable as of any such anniversary rounded to a whole integer
as determined in the discretion of the Committee.
3.
Term . The Option shall terminate in all events at 5:00 p.m.
(local New York, New York time) on [INSERT DATE IMMEDIATELY PRIOR
TO SEVENTH ANNIVERSARY OF THE GRANT DATE] (the “Termination
Date”), unless sooner terminated as provided in Subparagraphs
(a) or (b) below.
(a)
Termination of Employment or Service . The Option shall
terminate and shall no longer be exercisable ninety (90) days
after the Optionee’s employment (or service as an officer or
consultant) with the Company and any parent or subsidiary of the
Company terminates, unless such termination of employment or
service was caused by the Optionee’s
death or
Retirement (as defined in the Plan). The death or Retirement of the
Optionee shall not affect the remaining term of the Option.
Following a termination of employment or service (including due to
death or Retirement), the Optionee (or the Optionee’s heirs
or personal representatives if Optionee is deceased) may, during
the remaining term of the Option, purchase any remaining Option
Shares which could have been purchased on the date Optionee’s
employment or service was terminated, but may not purchase any
Option Shares which would otherwise have first become purchasable
following such termination of employment or service.
(b)
Sale or Reorganization . As provided in Section 6(h) of the
Plan, if the Company is merged or consolidated with another
corporation, or if the property or stock of the Company is acquired
by another corporation, or if there is a separation, reorganization
or liquidation of the Company, the Board of Directors of the
Company may, in its discretion, give Optionee a written notice that
the Option will terminate thirty (30) days after the date of
such written notice. In any such case, the Option will become
immediately exercisable in full, notwithstanding Paragraph 2
above.
4. Method
of Exercise and Payment .
(a)
Method of Exercise . The Option shall be exercised through
the Company’s broker-assisted stock option program (the
“Broker Program”) in accordance with the terms and
conditions of the Broker Program as may be in effect from time to
time.
(b)
Taxes . It shall be a condition to the performance of the
Company’s obligation to issue or transfer Option Shares upon
the exercise of the Option that the Optionee remit an amount
sufficient to satisfy any federal, state and/or local tax
withholding requirements arising in connection with the exercise of
the Option or the issuance of Option Shares, other than stock
transfer taxes, in each case in accordance with the terms and
conditions of the Broker Program as may be in effect from time to
time. If the Company for any reason does not require the Optionee
to make a payment sufficient to satisfy such withholding
requirements, any tax withholding payments made by the Company to
any federal, state or local tax authority with respect to the
exercise of the Option shall constitute a personal obligation of
the Optionee to the Company, payable upon demand or, at the option
of the Company, by deduction from future compensation payable to
the Optionee.
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