OSI PHARMACEUTICALS, INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN
(INCLUDING AMENDMENTS NO. 1 AND 2)
The purpose of this Amended and Restated Stock Incentive Plan (formerly, the 2001 Incentive and Non-
Qualified Stock Option Plan) (the "Plan") is to encourage and enable selected management, other employees,
directors (whether or not employees), and consultants of OSI Pharmaceuticals, Inc. (the "Company") or a parent
or subsidiary of the Company to acquire a proprietary interest in the Company through the ownership, directly or
indirectly, of common stock, par value $.01 per share (the "Common Stock"), of the Company. Such ownership
will provide such employees, directors, and consultants with a more direct stake in the future welfare of the
Company and encourage them to remain with the Company or a parent or subsidiary of the Company. It is also
expected that the Plan will encourage qualified persons to seek and accept employment with, or become
associated with, the Company or a parent or subsidiary of the Company. As used herein, the term "parent" or
"subsidiary" shall mean any present or future corporation which is or would be a "parent corporation" or
"subsidiary corporation" of the Company as the term is defined in Section 424 of the Code (determined as if the
Company were the employer corporation).
Pursuant to the Plan, the Company may grant: (i) Incentive Stock Options;
(ii) Non-Qualified Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock; and (v) Stock Bonuses,
as such terms are defined in Section 2.
Capitalized terms not otherwise defined in the Plan shall have the following meanings:
(a) "Award Agreement" shall mean a written agreement, in such form as the Committee shall determine, that
evidences the terms and conditions of a Stock Award granted under the Plan.
(b) "Fair Market Value" on a specified date means the value of a share of Common Stock, determined as
(i) if the Common Stock is listed on