OSI PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Exhibit 10.1
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made this 14th day of July,
2006 (the “Grant Date”) by and between OSI PHARMACEUTICALS, INC., a Delaware corporation (the
“Company”), and [EXECUTIVE OFFICER] (the “Employee”).
WHEREAS, the Compensation Committee of the Board of Directors of the Company has approved the
grant of Restricted Stock (as defined below) to the Employee, as described herein;
NOW, THEREFORE, the parties hereto mutually agree to the following terms and conditions of
this Agreement:
1. Issuance of Stock. Pursuant to the terms of the OSI Pharmaceutical, Inc. Amended and
Restated Stock Incentive Plan (the “Plan”), the Company
shall issue to the Employee shares
of Common Stock, subject to the terms, conditions and restrictions of this Agreement and the Plan
(the “Restricted Stock”). The Company may withhold the actual delivery of a stock certificate
evidencing the Restricted Stock awarded hereunder until such shares of Restricted Stock have become
vested and transferable under the terms hereof or may issue in the name of the Employee a
certificate evidencing such shares of Restricted Stock, which certificate shall bear a legend
reflecting the restrictions imposed under this Agreement and such other legends the Company deems
appropriate to comply with any applicable securities laws.
2. Vesting and Forfeiture. Except as the Compensation Committee of the Board of Directors may
otherwise provide, Restricted Stock issued under this Agreement shall vest in four equal tranches
of
shares of Restricted Stock on each anniversary of the Grant Date, commencing July 14,
2007 and terminating on July 14, 2010 (the “Final Vesting Date”). On the date that the Employee’s
employment (or service as an officer, consultant or member of the Board of Directors of the
Company) with the Company and any parent or subsidiary of the Company terminates, including,
without limitation, due to death or Retirement (an “Employee Termination Event”), all unvested
Restricted Stock granted hereunder shall be forfeited, and the Employee shall have no further
rights with respect to such forfeited Restricted Stock. Notwithstanding the foregoing, all
unvested Restricted Stock shall immediately vest upon a “Change of Control”. For the purposes of
this Agreement, a “Change of Control” shall mean the approval by the stockholders of the Company of
(a) a merger or consolidation involving the Company if the stockholders of the Company immediately
before such merger or consolidation do not, as a result of such merger or consolidation, directly
or indirectly, continue to hold a majority of the voting power in the resulting entity, or (b) an
agreement for the sale or other disposition of all or substantially all of the assets of the
Company.
3. Restriction on Transferability. Shares of Restricted Stock issued hereunder shall not be
sold, assigned, transferred, exchanged, pledged or otherwise encumbered
or disposed of in any
manner by the Employee prior to the date such shares become vested under Section 2 of this
Agreement.
4. Voting, Dividend and Tender Offer Rights. Unless shares of Restricted Stock have been
forfeited hereunder, the Employee shall have all voting, dividend and tender offer rights with
respect to shares of Restricted Stock issued under this Agreement, whether or not such shares are
vested or unvested.
5. Securities Laws. The Company shall not be obligated to issue or deliver any shares of
Restricted Stock under this Agreement 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 or delivery of
shares of Common Stock hereunder, the representation or agreement of the Employee to the effect
that the shares issuable hereunder are acquired by the Employee 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.
6. Withholding of Applicable Taxes. The Employee shall pay, or make provision satisfactory to
the Company for the payment of, any taxes that the Company is obligated to collect with respect to
the issuance or vesting of Restricted Stock under this Agreement, including but not limited to, any
applicable federal, state or local withholding or employment taxes (such amount, the “Withholding
Amount”). If the Employee shall fail to pay, or make provision for the payment of the Withholding
Amount, the Company shall have the right to withhold the Withholding Amount from the Restricted
Stock, compensation or other amounts the Company owes the Employee. For these purposes, the Company
may reduce the number of Restricted Shares retained by the Employee to satisfy the Withholding
Amount.
7. Subject to Terms of Plan. Shares of Restricted Stock issued hereunder are 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 Agreement or the Plan shall be final, binding and conclusive on the Company and the Employee.
8. Continued Employment or Service. Nothing contained herein or in the Plan shall confer any
right to continue in the employ or service of the Company or any parent or subsidiary of the
Company or interfere in any way with the right of the Company or any parent or subsidiary of the
Company to terminate the employment, services, responsibilities or duties of the Employee at any
time for any reason whatsoever.
9. 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.
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10. Governing Law. This Agreement will be interpreted and enforced under the laws of the
State of New York, other than any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Agreement to the substantive law of another
jurisdiction. The parties will submit any dispute or claim arising under this Agreement to the
exclusive jurisdiction of the U.S. federal or New York state courts within the New York counties of
New York, Nassau, or Suffolk, and the parties hereby submit to, and waive any objection to,
personal jurisdiction and venue in such courts for such purpose.
11. Counterparts. This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed, or caused to be duly executed on their
behalf, this Restricted Stock Agreement as of the day and year first above written.
| OSI PHARMACEUTICALS, INC. | ||
| Name: | ||
| Title: | ||
| EMPLOYEE | ||
| [EMPLOYEE] |
