EXHIBIT 10.2
OSI PHARMACEUTICALS, INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN
STOCK AWARD AGREEMENT
THIS STOCK AWARD AGREEMENT (the "Agreement") is made this 14th day of
April, 2005 by and between OSI PHARMACEUTICALS, INC., a Delaware corporation
(the "Company") and XXXXX XXXXXXX of 0000 Xxxxxx Xxxxxx Xxxx XX, Xxxxx Xxxxxxx,
Xxxx 00000, XXX, (the "Award Recipient").
WHEREAS, the Company has agreed to acquire the entire issued share
capital of Prosidion Limited which it does not already own, a company
incorporated under the laws of England and Wales ("Prosidion");
WHEREAS, the Award Recipient currently provides services to Prosidion
as a member of its Scientific Advisory Board ("SAB") and the Company wishes the
Award Recipient to continue to provide such services on and after the closing
date of the Company's acquisition of the entire share capital of Prosidion (the
"Closing Date");s
WHEREAS, the Award Recipient entered into a share subscription and
vesting agreement with Prosidion as of October 1, 2004 (the "Subscription
Agreement") under which Prosidion agreed to issue shares of Prosidion to the
Award Recipient in accordance with the terms of the Subscription Agreement;
WHEREAS, Prosidion and the Award Recipient have agreed to terminate the
Subscription Agreement, effective as of the Closing Date, provided that the
Company agrees to issue to the Award Recipient certain shares of common stock of
the Company, par value $.01 per share (the "Common Stock") on terms
substantially similar to the terms of the Subscription Agreement;
NOW, THEREFORE, the parties hereto mutually agree to the following
terms and conditions of this Agreement:
1. STOCK AWARD. Pursuant to the terms of the OSI
Pharmaceutical, Inc. Amended and Restated Stock Incentive Plan (the "Plan"), a
copy of which is attached hereto as Exhibit A, the Company hereby awards to the
Award Recipient the opportunity to earn up to 592 shares of Common Stock based
on an exchange ratio of one (1) share in Prosidion to 0.29685 shares of Common
Stock in accordance with the terms and conditions of this Agreement (the "Stock
Award").
No certificates representing fractional shares of the Parent Company Stock shall
be issued, and such fractional share interests will not entitle the Member to
vote or to any other rights of a stockholder of the Parent Company. With respect
to any fractional share interest to which the Member is entitled, the Member
shall be paid an amount in cash equal to the product obtained by multiplying (i)
such fractional share interest to which the Member would otherwise be entitled
by (ii) $53.90.
2. CONDITIONED ON DEED OF TERMINATION AND RELEASE. The
issuance of any shares of Common Stock under this Stock Award is conditioned on
the Award Recipient's agreement to, and execution of, the Deed of Termination
and Release in the form attached hereto as Exhibit B, effective as of the
Closing Date.
3. ISSUANCE OF SHARES. As of each Vesting Date indicated in
the following schedule, the Company shall issue to the Award Recipient the
number of shares of Common Stock indicated in such schedule; provided, however,
that such shares of Commons Stock shall not be issued if
the Award Recipient's service as a member of the Board has terminated for any
reason prior to such Vesting Date:
NUMBER OF SHARES OF COMMON STOCK VESTING DATE
-------------------------------- ------------
296 October 1, 2005
296 October 1, 2006
The provision relating to fractional shares in Section 1 above shall apply.
4. TERMINATION AND FORFEITURE. This Agreement shall terminate, and the
Award Recipient's interest in shares of Common Stock not yet issued hereunder
shall be forfeited, as of the date the Award Recipient's service as a member of
the SAB of Prosidion terminates for any reason.
5. WITHHOLDING OF APPLICABLE TAXES. It shall be a condition precedent
to the Company's obligation to issue shares of Common Stock pursuant to this
Stock Award that the Award Recipient pay, or make provision satisfactory to the
Company for the payment of, any taxes the Company is obligated to collect with
respect to the issuance of Common Stock under this Stock Award, including but
not limited to, any applicable, federal, state, or local withholding or
employment taxes.
6. SECURITIES LAWS. The Company shall not be obligated to issue any
shares of Common Stock under this Stock Award in any manner in contravention of
the Securities Act of 1933, as amended, any other federal or state securities
law or the rules of any exchange or market system upon which the Common Stock is
traded. The Board of Directors of the Company or the Committee (as designated
under the Plan) may, at any time, require, as a condition to the issuance of
shares of Common Stock hereunder, the representation or agreement of the Award
Recipient to the effect that the shares issuable hereunder are acquired by the
Award Recipient for investment purposes and not with a view to the resale or
distribution thereof, and may require such other representations and documents
as may be required to comply with applicable securities laws or the rules of any
applicable exchange or market system.
7. SUBJECT TO TERMS OF PLAN. This Stock Award is awarded pursuant to,
and is subject to the terms and provisions of, the Plan. All terms used herein
which are defined in the Plan and not otherwise defined herein shall have the
same meanings as in the Plan. To the extent that the provisions hereof conflict
with those of the Plan, the provisions of the Plan shall control. All decisions
or interpretations made by the Committee regarding any issue or question arising
under this Stock Award or the Plan shall be final, binding and conclusive on the
Company and the Award Recipient.
8. RIGHTS AS STOCKHOLDER. The Award Recipient shall have none of the
rights of a stockholder with respect to shares of Common Stock that may be
issued under this Agreement unless and until such shares shall be issued in
accordance with the terms hereof.
9. CONTINUED SERVICE. Nothing contained herein or in the Plan shall
confer to the Award Recipient any right to continue in the service of the
Company, Prosidion or any affiliate of either, or interfere in any way with the
right of the Company, Prosidion or any affiliate of either, to terminate the
services, responsibilities or duties of the Award Recipient at any time for any
reason whatsoever.
10. BINDING EFFECT. This agreement shall be binding upon and inure to
the benefit of the parties hereto, including the successors and assigns of the
Company and the heirs and personal representatives of the Award Recipient.
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IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
day and year first above written.
OSI PHARMACEUTICALS, INC.
/s/ Xxxxxx X. Xxx Xxxxxxxx
--------------------------
Name: Xxxxxx X. Xxx Xxxxxxxx
Title: Vice President and
Chief Financial Officer
/s/ Xxxxx Xxxxxxx
-------------------
Name: XXXXX XXXXXXX
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