EX-10.1



 





Exhibit 10.1




OSI PHARMACEUTICALS, INC.

AMENDED AND RESTATED

STOCK INCENTIVE PLAN

(Including Amendments No. 1, 2, 3 and 4)




1. Purpose




     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.



2. Definitions




     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 follows:



                      (i) if the Common Stock is listed on any established stock exchange or a national market
system, including without limitation The Nasdaq Global Select Market, The Nasdaq Global Market, or
The Nasdaq Capital Market of The Nasdaq Stock Market, Inc., its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system on the day of determination, as reported in The Wall Street Journal or such
other source as the Committee deems reliable;



                      (ii) if the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the



 









 




high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or
such other source as the Committee deems reliable; or




                      (iii) in the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Committee.



               (c) “Code” shall mean the Internal Revenue Code of 1986, as amended.



               (d) “Incentive Stock Option” shall mean an option that is an “incentive stock option” within
the meaning of Section 422 of the Code and that is identified as an Incentive Stock Option in the
Award Agreement by which it is evidenced.



               (e) “Non-Qualified Stock Option” shall mean an option that is not an Incentive Stock Option
within the meaning of Section 422 of the Code.



               (f) “Restricted Stock” shall mean an award of shares of Common Stock that is subject to
certain conditions on vesting and restrictions on transferability as provided in Section 8 of this
Plan.



               (g) “Stock Appreciation Right” shall mean a right to receive payment of the appreciated value
of shares of Common Stock as provided in Section 7 of this Plan.



               (h) “Stock Award” shall mean an Incentive Stock Option, a Non-Qualified Stock Option, a
Restricted Stock award, a Stock Appreciation Right or a Stock Bonus award.



               (i) “Stock Bonus” shall mean a bonus award payable in shares of Common Stock as provided in
Section 9 of this Plan.



3. Administration of the Plan




     The Plan shall be administered by a committee (the “Committee”) as appointed from time to time
by the Board of Directors of the Company, which Committee shall consist solely of “independent”
members of the Board of Directors of the Company, determined in accordance with the requirements of
the stock exchange or national market system on which the Common Stock is listed or quoted. Except
as otherwise specifically provided herein, no person, other than members of the Committee, shall
have any discretion as to decisions regarding the Plan. The Company may engage a third party to
administer routine matters under the Plan, such as establishing and maintaining accounts for Plan
participants and facilitating transactions by participants pursuant to the Plan.



     In administering the Plan, the Committee may adopt rules and regulations for carrying out the
Plan. The interpretations and decisions made by the Committee with regard to any question arising
under the Plan shall be final and conclusive on all persons participating or eligible to
participate in the Plan. Subject to the provisions of the Plan, the Committee shall determine the
terms of all Stock Awards granted pursuant to the Plan, including, but not limited to, the persons
to whom, and the time or times at which, grants shall be made, the number of shares to be
covered by each Stock Award, and other terms and conditions of the Stock Award.



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4. Shares of Stock Subject to the Plan




     Except as provided in Section 11, the number of shares that may be issued or transferred
pursuant to Stock Awards granted under the Plan shall not exceed 13,800,000 shares of Common Stock;
provided, however, that any shares issued under an Award granted on or after June 13, 2007 other
than an Option or Stock Appreciation Right shall count against the maximum number of shares
reserved hereunder as two shares for every one share issued in connection with such Award. Shares
reserved hereunder may be authorized and unissued shares or previously issued shares acquired or to
be acquired by the Company and held in treasury. Any shares subject to a Stock Award which for any
reason expires, is cancelled or is unexercised may again be subject to a Stock Award under the
Plan. The aggregate Fair Market Value of the shares with respect to which Incentive Stock Options
(determined at the time of grant of the option) are exercisable for the first time by an optionee
during any calendar year (under the Plan and all plans of the Company and any parent or subsidiary
of the Company) shall not exceed $100,000.



5. Eligibility




     Stock Awards may be granted to directors, officers, employees and consultants of the Company
or a parent or subsidiary of the Company, except that Incentive Stock Options may not be granted to
any such person who is not an employee of the Company or a parent or subsidiary of the Company.



6. Granting of Options




     The Committee may grant options to such persons eligible under the Plan as the Committee may
select from time to time. Such options shall be granted at such times, in such amounts and upon
such other terms and conditions as the Committee shall determine, which shall be evidenced under an
Award Agreement and subject to the following terms and conditions and the terms of the Plan:



               (a) Type of Option. The Award Agreement shall indicate whether and to what extent the option
is intended to be an Incentive Stock Option or a Non-Qualified Stock Option.



               (b) Option Price. The purchase price under each Incentive Stock Option and each Non-Qualified
Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock at the time
the option is granted and not less than the par value of the Common Stock. In the case of an
Incentive Stock Option granted to an employee owning, actually or constructively under Section
424(d) of the Code, more than 10% of the total combined voting power of all classes of stock of the
Company or of any parent or subsidiary of the Company (a “10% Stockholder”) the option price shall
not be less than 110% of the Fair Market Value of the Common Stock at the time of the grant.



               (c) Medium and Time of Payment. Stock purchased pursuant to the exercise of an option shall
at the time of purchase be paid for in full in cash, or, upon conditions
established by the Committee, by delivery of shares of Common Stock owned by the recipient.
If payment is made by the delivery of shares, the value of the shares delivered shall be the Fair
Market Value of such shares on the date of exercise of the option. In addition, if the Committee
consents in its sole discretion, an “in the money” Non-Qualified Stock Option may be exercised



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on a “cashless” basis in exchange for the issuance to the optionee (or other person entitled to exercise
the option) of the largest whole number of shares having an aggregate value equal to the value of
such option on the date of exercise. For this purpose, the value of the shares delivered by the
Company and the value of the option being exercised shall be determined based on the Fair Market
Value of the Common Stock on the date of exercise of the option. Upon receipt of payment and such
documentation as the Company may deem necessary to establish compliance with the Securities Act of
1933, as amended (the “Securities Act”), the Company shall, without stock transfer tax to the
optionee or other person entitled to exercise the option, deliver to the person exercising the
option a certificate or certificates for such shares.




               (d) Waiting Period. The waiting period and time for exercising an option shall be prescribed
by the Committee in each particular case; provided, however, that no option may be exercised after
10 years from the date it is granted. In the case of an Incentive Stock Option granted to a 10%
Stockholder, such option, by its terms, shall be exercisable only within five years from the date
of grant.



               (e) Non-Assignability of Options. No Incentive Stock Option and, except as may otherwise be
specifically provided by the Committee, no Non-Qualified Stock Option, shall be assignable or
transferable by the recipient except by will or by the laws of descent and distribution. During
the lifetime of a recipient, Incentive Stock Options and, except as may otherwise be specifically
provided by the Committee, Non-Qualified Stock Options, shall be exercisable only by such
recipient. If the Committee approves provisions in any particular case allowing for assignment or
transfer of a Non-Qualified Stock Option, then such option will nonetheless be subject to a
six-month holding period commencing on the date of grant during which period the recipient will not
be permitted to assign or transfer such option, unless the Committee further specifically provides
for the assignability or transferability of such option during this period.



               (f) Effect of Termination of Employment. If a recipient’s employment (or service as an
officer, director or consultant) shall terminate for any reason, other than death or Retirement (as
defined below), the right of the recipient to exercise any option otherwise exercisable on the date
of such termination shall expire unless such right is exercised within a period of 90 days after
the date of such termination. For Options issued prior to June 15, 2005, the term “Retirement”
shall mean the voluntary termination of employment (or service as an officer, director or
consultant) by a recipient who has attained the age of 55 and who has completed at least five years
of service with the Company. For Options issued on or after June 15, 2005, unless otherwise
determined by the Committee and defined in the applicable Award Agreement, the term “Retirement”
shall mean the voluntary termination of employment (or service as an officer, director or
consultant) by a recipient who has attained the age of 60 and who has completed at least twenty
years of service with the Company. If a recipient’s employment (or service as an officer, director
or consultant) shall terminate because of death or Retirement, the right of the recipient to
exercise any option otherwise exercisable on the date of such termination shall be unaffected by such termination and shall continue until the normal
expiration of such option. Notwithstanding the foregoing, the tax treatment available pursuant to
Section 421 of the Code upon the exercise of an Incentive Stock Option will not be available in
connection with the exercise of any Incentive Stock Option more than three months after the date



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of termination of such option recipient’s employment due to Retirement. Option rights shall not be
affected by any change of employment as long as the recipient continues to be employed by either
the Company or a parent or subsidiary of the Company. In no event, however, shall an option be
exercisable after the expiration of its original term as determined by the Committee. Nothing in
the Plan or in any Award Agreement shall confer any right to continue in the employ 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 of a recipient at any time.




               (g) Leave of Absence. In the case of a recipient on an approved leave of absence, the
Committee may, if it determines that to do so would be in the best interests of the Company,
provide in a specific case for continuation of options during such leave of absence, such
continuation to be on such terms and conditions as the Committee determines to be appropriate,
except that in no event shall an option be exercisable after 10 years from the date it is granted.



               (h) Sale or Reorganization. In case the Company is merged or consolidated with another
corporation, or in case the property or stock of the Company is acquired by another corporation, or
in case of a reorganization, or liquidation of the Company, the Board of Directors of the Company,
or the board of directors of any corporation assuming the obligations of the Company hereunder,
shall either (i) make appropriate provisions for the protection of any outstanding options by the
substitution on an equitable basis of appropriate stock of the Company, or appropriate options to
purchase stock of the merged, consolidated, or otherwise reorganized corporation, provided only
that such substitution of options shall, with respect to Incentive Stock Options, comply with the
requirements of Section 424(a) of the Code, or (ii) give written notice to optionees that their
options, which will become immediately exercisable notwithstanding any waiting period otherwise
prescribed by the Committee, must be exercised within 30 days of the date of such notice or they
will be terminated.



               (i) Restrictions on Sale of Shares. Without the written consent of the Company, no stock
acquired by an optionee upon exercise of an Incentive Stock Option granted hereunder may be
disposed of by the optionee within two years from the date such incentive stock option was granted,
nor within one year after the transfer of such stock to the optionee; provided, however, that a
transfer to a trustee, receiver, or other fiduciary in any insolvency proceeding, as described in
Section 422(c)(3) of the Code, shall not be deemed to be such a disposition. The optionee shall
make appropriate arrangements with the Company for any taxes which the Company is obligated to
collect in connection with any such disposition, including any federal, state, or local withholding
taxes. No stock acquired by an optionee upon exercise of a Non-Qualified Stock Option granted
hereunder may be disposed of by the optionee (or other person eligible to exercise the option)
within six months from the date such Non-Qualified Stock Option was granted, unless otherwise
provided by the Committee.



7. Grant of Stock Appreciation Rights




     The Committee may grant Stock Appreciation Rights to such persons eligible under the Plan as
the Committee may select from time to time. Stock Appreciation Rights shall be granted at such
times, in such amounts and under such other terms and conditions as the Committee shall



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determine, which terms and conditions shall be evidenced under an Award Agreement, subject to the terms of the
Plan. Subject to the terms and conditions of the Award Agreement, a Stock Appreciation Right
shall entitle the award recipient to exercise the Stock Appreciation Right, in whole or in part, in
exchange for a payment of shares of Common Stock, cash or a combination thereof, as determined by
the Committee and provided under the Award Agreement, equal in value to the excess of the Fair
Market Value of the shares of Common Stock underlying the Stock Appreciation Right, determined on
the date of exercise, over the base amount set forth in the Award Agreement for shares of Common
Stock underlying the Stock Appreciation Right, which base amount shall not be less than the Fair
Market Value of such Common Stock, determined as of the date the Stock Appreciation Right is
granted.




8. Grant of Restricted Stock




     The Committee may grant Restricted Stock awards to such persons eligible under the Plan as the
Committee may select from time to time. Restricted Stock awards shall be granted at such times, in
such amounts and under such other terms and conditions as the Committee shall determine, which
terms and conditions shall be evidenced under an Award Agreement, subject to the terms of the Plan.
The Award Agreement shall set forth any conditions on vesting and restrictions on transferability
that the Committee may determine is appropriate for the Restricted Stock award, including the
performance of future services or satisfaction of performance goals established by the Committee
subject to the Plan. The books and records of the Company shall reflect the issuance of shares of
Common Stock under a Restricted Stock award and any applicable restrictions and limitations in such
manner as the Committee determines is appropriate subject to the Plan. Unless otherwise provided
in the Award Agreement, a recipient of a Restricted Stock award shall be the record owner of the
shares of Common Stock to which the Restricted Stock relates and shall have all voting and dividend
rights with respect to such shares of Common Stock.



9. Grant of Stock Bonus




     The Committee may grant Stock Bonus awards to such persons eligible under the Plan as the
Committee may select from time to time. Stock Bonus awards shall be granted at such times, in such
amounts and under such other terms and conditions as the Committee shall determine, which terms and
conditions shall be evidenced under an Award Agreement, subject to the terms of the Plan. Upon
satisfaction of any conditions, limitations and restrictions set forth in the Award Agreement, a
Stock Bonus award shall entitle the recipient to receive payment of a bonus described under the
Stock Bonus award in the form of shares of Common Stock of the Company. Prior to the date on which
a Stock Bonus award is required to be paid under an Award Agreement, the Stock Bonus award shall
constitute an unfunded, unsecured promise by the Company to distribute Common Stock in the future.



10. Minimum Vesting Provisions




     No Restricted Stock Award or Stock Bonus Award shall vest more favorably than ratably over a
three year period and no part of a Stock Bonus Award, the payment of which is conditioned



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on the satisfaction of a performance measure, shall vest earlier than one year from the date of grant;
provided, however, that the foregoing restrictions shall not apply to Stock Awards issued in the
aggregate under the Plan with respect to a number of shares equal to ten percent of the number of
shares that may be issued or transferred under the Plan pursuant to Section 4, as such number may
be adjusted under Section 11.




11. Adjustments in the Event of Recapitalization




     In the event that dividends payable in Common Stock during any fiscal year of the Company
exceed in the aggregate five percent of the Common Stock issued and outstanding at the beginning of
the year, or in the event there is during any fiscal year of the Company one or more splits,
subdivisions, or combinations of shares of Common Stock resulting in an increase or decrease by
more than five percent of the shares outstanding at the beginning of the year, the number of shares
available under the Plan shall be increased or decreased proportionately, as the case may be, and
the number of shares issuable under Stock Awards theretofore granted shall be increased or
decreased proportionately, as the case may be, without change in the aggregate purchase price that
may be applicable thereto. Common Stock dividends, splits, subdivisions, or combinations during
any fiscal year that do not exceed in the aggregate five percent of the Common Stock issued and
outstanding at the beginning of such year shall be ignored for purposes of the Plan. All
adjustments shall be made as of the day such action necessitating such adjustment becomes
effective.



12. Withholding of Applicable Taxes




     It shall be a condition to the performance of the Company’s obligation to issue or transfer
Common Stock or make a payment of cash pursuant to any Stock Award that the award recipient pay, or
make provision satisfactory to the Company for the payment of, any taxes (other than stock transfer
taxes) the Company or any subsidiary is obligated to collect with respect to the issuance or
transfer of Common Stock or the payment of cash under such Stock Award, including any applicable
federal, state, or local withholding or employment taxes.



13. General Restrictions




     Each Stock Award granted under the Plan shall be subject to the requirement that, if at any
time the Board of Directors shall determine, in its discretion, that the listing, registration, or
qualification of the shares of Common Stock issuable or transferable under the Stock Award upon any
securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in connection with,
the granting of the Stock Award or the issue or transfer, of shares of Common Stock thereunder,
shares of Common Stock issuable or transferable under any Stock Award shall not be issued or
transferred, in whole or in part, unless such listing, registration, qualification, consent,
or approval shall have been effected or obtained free of any conditions not acceptable to the Board
of Directors.



     The Company shall not be obligated to sell or issue any shares of Common Stock in any manner
in contravention of the Securities Act, the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the rules and regulations of the Securities and Exchange Commission, any state



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securities law, the rules and regulations promulgated thereunder or the rules and regulations of
any securities exchange or over the counter market on which the Common Stock is listed or in which
it is included for quotation. The Board of Directors may, in connection with the granting of Stock
Awards, require the individual to whom the award is to be granted to enter into an agreement with
the Company stating that as a condition precedent to the receipt of shares of Common Stock issuable
or transferable under the Stock Award, in whole or in part, he shall, if then required by the
Company, represent to the Company in writing that such receipt is for investment only and not with
a view to distribution, and also setting forth such other terms and conditions as the Committee may
prescribe. Such agreements may also, in the discretion of the Committee, contain provisions
requiring the forfeiture of any Stock Awards granted and/or Common Stock held, in the event of the
termination of employment or association, as the case may be, of the award recipient with the
Company. Upon any forfeiture of Common Stock pursuant to an agreement authorized by the preceding
sentence, the Company shall pay consideration for such Common Stock to the award recipient ,
pursuant to any such agreement, without interest thereon.




14. Termination and Amendment of the Plan and Stock Awards




     The Board of Directors or the Committee shall have the right to amend, suspend, or terminate
the Plan or any Stock Award at any time; provided, however, that no such action shall affect or in
any way impair the rights of a recipient under any Stock Award theretofore granted under the Plan;
and, provided, further, that unless first duly approved by the stockholders of the Company entitled
to vote thereon at a meeting (which may be the annual meeting) duly called and held for such
purpose: (i) except as provided in Section 11, no amendment or change shall be made in the Plan
that increases the total number of shares which may be issued or transferred under the Plan,
materially increases the benefits to Plan participants or modifies the requirements as to
eligibility for participation in the Plan; and (ii) no amendment or change shall be made to any
Stock Award that waives any restriction or vesting period under the Stock Award except in the case
of a change of control, or the death, disability, layoff, termination without cause, termination
for good reason or retirement of the Stock Award recipient, as such may be determined in the
discretion of the Board of Directors or the Committee.



15. Term of the Plan




     The Plan shall terminate on June 12, 2011, or on such earlier date as the Board of Directors
or the Committee may determine. Any Stock Award outstanding at the termination date shall remain
outstanding until it has either expired or been exercised or cancelled pursuant to its terms.



16. Compliance with Rule 16b-3




     With respect to persons subject to Section 16 of the Exchange Act, transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors. To the
extent any provision of the Plan or action by the Committee (or any other person on behalf of the
Committee or the Company) fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.



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17. Rights as a Stockholder




     A recipient of a Stock Award shall have no rights as a stockholder with respect to any shares
issuable or transferable thereunder until the date a stock certificate is issued to him for such
shares unless otherwise provided in the Award Agreement under the Plan. Except as otherwise
expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.



18. Options Granted to Employees and Directors of any Subsidiary in the UK




     In addition to the provisions above, the provisions of this Section 18 shall apply as herein
set out to options granted to employees and directors of any subsidiary in the United Kingdom. The
provisions of this Section 18 enable the Plan to be used in a tax efficient manner in the United
Kingdom.



            (a) In this Section 18, the following terms have the meanings ascribed to them:



            “Election” means an election in the form envisaged in Paragraph 3B(1) of Schedule 1 to
SSCBA and acceptable to the UK Subsidiary to the effect that any Secondary NIC arising on the
exercise, assignment or release of a UK Option shall be the liability of the recipient and not the
liability of the UK Subsidiary



            “Independent Transfer Agent” means any person (other than the Company or any company
affiliated with the Company or any individual affiliated with any such company) who is registered
as a broker-dealer with the U.S. Securities and Exchange Commission and who is thereby able to sell
and transfer shares in the Company on behalf of the Optionholder



            “Optionholder” means an employee or director of the UK Subsidiary who is the holder of
a UK Option



            “Secondary NIC” means secondary national insurance contributions as defined in the
SSCBA



            “SSCBA” means the Social Security Contributions and Benefits Act 1992 of the United
Kingdom



            “UK Option” means an option granted to an employee of the UK Subsidiary



            “UK Subsidiary” means OSI Pharmaceuticals (UK) Limited (a company incorporated in
England under company number 1709877) and any other UK Subsidiary of the Company from time to time.



            (b) To the extent that it is lawful to do so, a UK Option may be granted subject to a
condition that any liability of the UK Subsidiary (as employer or former employer of the relevant
Optionholder) to pay Secondary NIC in respect of the exercise, assignment or release of that UK
Option shall be the liability of the relevant Optionholder and payable by that Optionholder and
that the Optionholder shall not be entitled to exercise the UK Option until he



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has entered into an 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 Optionholder from this liability or reduce his
liability thereunder unless that Election has been entered into between the UK Subsidiary and that
Optionholder and that Election (or the legislation which provides for such an Election to be
effective) does not allow for such an Election to be subsequently varied.




               (c) If a UK Option is granted subject to the condition referred to in paragraph (b) above then
the Optionholder shall by completing the Election grant to the UK Subsidiary (as employer or former
employer of the relevant Optionholder) the irrevocable authority, as agent of the Optionholder and
on his behalf, to appoint an Independent Transfer Agent, to act as agent of the Optionholder and on
his behalf, to sell or procure the sale of sufficient of the Stock subject to the UK Option and
remit the net sale proceeds to the UK Subsidiary so that the net proceeds payable to the UK
Subsidiary are so far as possible equal to but not less than the amount of the Secondary NIC for
which the Optionholder is liable under the terms of the Election and the UK Subsidiary shall
account to the Optionholder for any balance.



                   No Stock shall be allotted or transferred to the Optionholder by the Company until the UK
Subsidiary has received an amount in cash equal to the amount of the Secondary NIC for which the
Optionholder is liable under the terms of the Election.



               (d) If a UK Option is exercised and the Optionholder is liable to tax duties or other amounts
on such exercise and the UK Subsidiary (as his employer or former employer) is liable to make a
payment to the appropriate authorities on account of that liability, then the Optionholder shall by
having completed the option agreement grant to the UK Subsidiary (as employer or former employer of
the relevant Optionholder) the irrevocable authority, as agent of the Optionholder and on his
behalf, to appoint an Independent Transfer Agent, to act as agent of the Optionholder and on his
behalf, to sell or procure the sale of sufficient of the Shares subject to the UK Option and remit
the net sale proceeds to the UK Subsidiary so that the net proceeds payable to the UK Subsidiary
are so far as possible equal to but not less than the amount payable to the appropriate authorities
and the UK Subsidiary shall account to the Optionholder for any balance.



                   No Stock shall be allotted or transferred to the Optionholder by the Company until the UK
Subsidiary has received an amount in cash equal to the amount of any liability of the UK Subsidiary
referred to in this paragraph (d).




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