0000950123-10-016449 Sample Contracts

OSI PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Stock Incentive Plan Restricted Stock Unit Agreement • February 24th, 2010 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • New York

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), by and between OSI PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Employee”), is entered into as of the date set forth beneath the Employee’s name below. Capitalized terms, unless otherwise defined herein, shall have their respective meanings as set forth in the OSI Pharmaceuticals, Inc. Amended and Restated Stock Incentive Plan, as amended (the “Plan”).

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OSI PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN NON- QUALIFIED STOCK OPTION
Non-Qualified Stock Option • February 24th, 2010 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • England and Wales

THIS NON-QUALIFIED STOCK OPTION (this “Option”), by and between OSI PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), to Jonathan Rachman (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 o

OSI PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 24th, 2010 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • New York

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), by and between OSI PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [CHIEF EXECUTIVE OFFICER] (the “Optionee”), an employee of the Company, is entered into as of the date set forth beneath the Optionee’s name below.

OSI PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Stock Incentive Plan Restricted Stock Unit Agreement • February 24th, 2010 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • New York

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), by and between OSI PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and Dr. Jonathan Rachman (the “Employee”), is entered into as of the date set forth beneath the Employee’s name below. Capitalized terms, unless otherwise defined herein, shall have their respective meanings as set forth in the OSI Pharmaceuticals, Inc. Amended and Restated Stock Incentive Plan, as amended (the “Plan”).

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