OSI PHARMACEUTICALS, INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
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
Pursuant to the OSI Pharmaceuticals, Inc. Amended and Restated Stock Incentive Plan, as amended (the
“Plan”), the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved
on [INSERT DATE OF GRANT] (the “Grant Date”) the grant to the Optionee of a non-qualified stock option
to purchase shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), as
hereinafter set forth. The option granted herein is not intended to qualify as an “incentive stock option” as defined
in Section 422 of the Internal Revenue Code of 1986, as amended.
W I T N E S S E T H :
1. Grant . On the Grant Date, the Company granted to the Optionee an option (the “Option”) to purchase on
the terms and conditions set forth herein and in the Plan all or any part of an aggregate of [INSERT NUMBER
OF SHARES] shares of Common Stock (the “Option Shares”), at the purchase price of $[INSERT GRANT
PRICE] per share (the “Option Price”).
2. Vesting . Subject to the terms and conditions of this Agreement and the Plan, the Optionee shall have the
cumulative right to exercise the Option over a three year period, with one-third of the Option Shares becoming
exercisable on each of the third, fourth and fifth anniversaries of the Grant Date, with any fractional number of
Option Shares that would otherwise become exercisable as of any such anniversary rounded to a whole integer
as determined in the discretion of the Committee.
3. Term . The Option shall terminate in all events at 5:00 p.m. (local New York, New York time) on
[INSERT DATE IMMEDIATELY