OSI PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN NON- QUALIFIED STOCK OPTIONStock Option Agreement • February 27th, 2009 • 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 [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 liabilit
PROSIDION LIMITED SCIENTIFIC ADVISORY BOARD AND CONSULTING AGREEMENTScientific Advisory Board and Consulting Agreement • February 27th, 2009 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • England and Wales
This Scientific Advisory Board and Consulting Agreement (this “Agreement”) is made and entered into as of December 16, 2008, and effective as of January 1, 2009 (the “Effective Date”), by and between Prosidion Limited, a company registered in England and Wales under registered number 4600121 with its registered office at Watlington Road, Oxford, UK OX4 6LT (the “Company”) and Dr. Daryl Granner, Professor, an individual with an address of 707 Light Hall, Vanderbilt University Medical Centre, Nashville, Tennessee 37232, USA (“Consultant ”).
OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 T 631.962.2000 F 631.962.2023 www.osip.com December 18, 2008 Ms. Barbara A. Wood c/o OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 Re: Amendment to Change of Control Letter...Change of Control Letter Agreement • February 27th, 2009 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances
Reference is made to your letter agreement dated October 4, 2001, as amended on September 20, 2005 and December 6, 2006 (the “Agreement”). The December 6, 2006 amendment to your Agreement is hereby terminated and the following provisions are hereby added to your Agreement:
OSI PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 27th, 2009 • 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 [EXECUTIVE OFFICER] (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”).
OSI PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 27th, 2009 • 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 [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. 41 Pinelawn Road Melville, NY 11747 T 631.962.2000 F 631.962.2023 www.osip.com December 17, 2008 Linda E. Amper, Ph.D. c/o OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 Re: Amendment to Change of Control...Change of Control Letter Agreement • February 27th, 2009 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances
This letter shall serve to amend your letter agreement dated December 4, 2007 (the “Agreement”) by adding to such Agreement the following provisions:
OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 T 631.962.2000 F 631.962.2023 www.osip.com December 18, 2008 Colin Goddard, Ph.D. c/o OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 Re: Employment Agreement Dear Colin:Employment Agreement • February 27th, 2009 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances
Reference is made to your Employment Agreement dated June 14, 2006 as amended on June 21, 2006 (the “Agreement”). Section 6(e) of the Agreement is hereby terminated and the following provisions are hereby added to the Agreement:
OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 T 631.962.2000 F 631.962.2023 www.osip.com December 16, 2008 Mr. Gabriel Leung c/o OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 Re: Employment Agreement Amendment Dear Gabe:Employment Agreement • February 27th, 2009 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances
Reference is made to your Employment Agreement dated May 16, 2003, as amended on January 5, 2004 and December 6, 2006 (the “Agreement”). The December 6, 2006 amendment to your Agreement is hereby terminated and the following provisions are hereby added to your Agreement:
OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 T 631.962.2000 F 631.962.2023 www.osip.com December 19, 2008 Mr. Michael G. Atieh c/o OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 Re: Amendment to Amended and Restated...Employment Agreement • February 27th, 2009 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances
Reference is made to your Employment Agreement, as amended and restated on May 31, 2005, and as amended on December 6, 2006 (the “Agreement”). The December 6, 2006 amendment to your Agreement is hereby terminated and the following provisions are hereby added to your Agreement:
OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 T 631.962.2000 F 631.962.2023 www.osip.com December 19, 2008 Mr. Robert Simon c/o OSI Pharmaceuticals, Inc. 41 Pinelawn Road Melville, NY 11747 Re: Letter Agreement Amendment Dear Bob:Letter Agreement Amendment • February 27th, 2009 • Osi Pharmaceuticals Inc • In vitro & in vivo diagnostic substances
Reference is made to your Letter Agreement dated November 15, 2001, as amended on September 20, 2005 and December 6, 2006 (the “Agreement”). The December 6, 2006 amendment to your Agreement is hereby terminated and the following provisions are hereby added to your Agreement:
