OSI PHARMACEUTICALS, INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
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”).
WHEREAS , the Compensation Committee of the Board of Directors of the Company (the “Committee”)
approved on [INSERT DATE OF GRANT] (the “Grant Date”) the grant of Restricted Stock Units (as defined
below) to the Employee, as described herein; and
WHEREAS , the grant of Restricted Stock Units is subject to a condition that any liability of the Company
and its affiliates to pay secondary national insurance contributions in respect of the Restricted Stock Units shall be
the liability of the Employee and that the Employee shall be required to enter into an election pursuant to
Paragraph 3B(1) of Schedule 1 of the Social Security Contributions and Benefits Act 1992;
NOW, THEREFORE , the parties hereto mutually agree to the following terms and conditions of this
1. Grant of Restricted Stock Units. The Company hereby grants to the Employee [INSERT
NUMBER OF RESTRICTED STOCK UNITS] Restricted Stock Units. For the purposes of this Agreement, a
“Restricted Stock Unit” shall mean the contractual right to receive one share of Common Stock of the Company,
par value $.01 per share (the “Common Stock”), subject to the terms and conditions of this Agreement and the
2. Vesting and Forfeiture. Subject to the terms and conditions of this Agreement and the Plan,
Restricted Stock Units granted under this Agreement shall vest over a period of four (4) years, with one quarter