OSI PHARMACEUTICALS,
INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK
OPTION
THIS NON-QUALIFIED
STOCK OPTION (this “Option”), by and between OSI
PHARMACEUTICALS, INC., a Delaware corporation (the
“Company”), to [EXECUTIVE OFFICER] (the
“Optionee”), an employee of Prosidion Limited (the
“UK Subsidiary”), is entered into as of the date set
forth beneath the Optionee’s name below. The Option is
granted subject to a condition that any liability of the UK
Subsidiary (as employer or former employer of the Optionee) to pay
secondary national insurance contributions (“Secondary
NIC”) in respect of the exercise, assignment or release of
the Option shall be the liability of the Optionee and payable by
the Optionee and that the Optionee shall be required to enter into
an election in the form envisaged in Paragraph 313(1) of
Schedule 1 to the Social Security Contributions and Benefits
Act 1992 (“Election”) to that effect when required to
do so by the UK Subsidiary provided that the Committee may in its
discretion at any time or times release the Optionee from this
liability or reduce his liability thereunder unless that Election
has been entered into between the UK Subsidiary and the Optionee
and that Election (or the legislation which provides for such an
Election to be effective) does not allow for such an Election to be
subsequently varied. For the avoidance of doubt the terms of the
Election shall include a statement to the effect that the Optionee
is liable to pay any Secondary NIC arising on the exercise of the
Option even if he is no longer an employee of the UK Subsidiary
and/or no longer resident in the United Kingdom at the date of
exercise.
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 (i) pursuant to the OSI Pharmaceuticals,
Inc. Amended and Restated Stock Incentive Plan, as amended (the
“Plan”), a copy of which has been provided to Optionee
as of the date hereof, and (ii) 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 . Subject to Paragraph 4(c) below, 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 on an
indemnity basis sufficient to satisfy any federal, state and/or
local tax withholding requirements (including any interest or
penalties due in respect of such sums) arising in connection with
the exercise of the Option or the issuance of Option
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