exv10w60






Exhibit 10.60




Compensatory Arrangements for Executive Officers




     The Compensation Committee (the “Committee”) of the Board of Directors of OSI Pharmaceuticals,
Inc. (“OSI” or the “Company”) approved the 2010 salaries and 2009 cash bonuses for OSI’s named
executive officers (as that term is defined in Item 402 of Regulation S-K) as set forth in OSI’s
proxy statement dated May 6, 2009 (the “2009 Proxy”). The following table sets forth the annual
base salary level of such named executive officers for 2010 and the 2009 cash bonuses for each such
officer:



	 	 	 	 	 	 	 	 	 
	Name and Position	 	2010 Base Salary	 	 	2009 Bonus	 
	Colin Goddard, Ph.D.

Chief Executive Officer

	 	$	700,000	 	 	$	608,000	 
	 
	Pierre Legault 

Executive Vice President, Chief
Financial Officer and Treasurer

	 	$	475,000	 	 	$	274,860	1
	 
	Gabriel Leung 

Executive Vice President and
President, Pharmaceutical Business

	 	$	464,000	 	 	$	218,4000	1
	 
	Anker Lundemose, M.D., Ph.D., D. Sc. 

Executive Vice President, Corporate
Development and Strategic Planning

	 	£	241,000	 	 	£	115,280	 
	 
	Robert L. Simon 

Executive Vice President,
Pharmaceutical and Technical
Operations

	 	$	423,000	 	 	$	217,700	1






Cash Bonuses





	1	2009 Bonus does not include the named executive
officer’s Retention Bonus as described below.







     The 2009 bonus awards were computed in accordance with the Committee’s policy of awarding
annual bonuses for executive officers as disclosed in the Compensation Discussion and Analysis
section of the 2009 Proxy. The bonus awards were paid out in February 2010 based on individual and
corporate performance measurers considered in December 2009 and February 2010, respectively. OSI
has established a discretionary annual cash bonus program for all of its employees, including its
executive officers. The bonus targets, which are a percentage of base salary, for all of its
executive officers are based upon their respective grade levels. The amount of bonus actually paid
to its employees, including the executive officers (other than OSI’s CEO), is a function of the
corporate and individual performance measures. The CEO’s bonus is based entirely on corporate
performance measures. Consistent with its compensation objectives, a larger portion of the bonuses
for OSI’s executive officers is tied to corporate performance as compared to individual
performance. In addition, the performance of their respective department(s) or function group(s) is
the largest component in measuring the individual performance for executive officers (other than
the CEO).



     The actual amount of the bonuses paid to its executive officers, including the CEO, varies
depending upon the Company’s performance (which is 80% of the total bonus) and, for executive
officers other than the CEO and the CFO, such executive



 









 




officers’ individual performance (which is 20% of the total bonus). The CFO’s bonus is
comprised of 85% Company performance and 15% individual performance. The corporate component has
ranged between 80% and 150% of the corporate component target and the individual performance
component has ranged between approximately 80% and 150% of the individual performance component
target depending upon an executive’s individual performance rating. In 2009, the Committee set the
corporate component at 95% for all executive officers, including the CEO. The individual component
of the annual cash bonus is based on the executive officer’s individual performance rating,
determined in the manner discussed above. For 2009, the individual performance component of the
annual cash bonus was set between approximately 100% and 200% for executive officers who received
one of the top three performance ratings.




     The bonus targets for the named executive officers are either set in accordance with their
employment agreements or are based upon their respective grade levels. The 2010 bonus targets
(which represent a percentage of base salary) for the named executive officers are as follows:



	 	 	 	 	 
	Name	 	Target
	Colin Goddard, Ph.D.
	 	 	100	%
	Pierre Legault
	 	 	55	%
	Gabriel Leung
	 	 	50	%
	Anker Lundemose, M.D., Ph.D., D. Sc.
	 	 	50	%
	Robert L. Simon
	 	 	50	%





Retention Bonuses




     
In July 2009, the Compensation Committee approved the award of retention bonuses to all of our U.S.-based
employees who agreed in writing to relocate to our new facility in Ardsley, New York. Under the terms of
the retention bonuses, each employee who executed a commitment letter by October 1, 2009 received a lump
sum payment equal to a specified percentage of such employee's 2009 base salary, which varied by employee
grade level and other retention considerations. The commitment letter requires that the employee repay
100% of the retention bonus if his or her employment terminates on or prior to September 30, 2010 and
50% of the retention bonus if his or her employment terminates after October 1, 2010 but before
September 30, 2011.  The retention bonus is not subject to repayment after September 30, 2011.
Pierre Legault, Gabriel Leung and Robert Simon each executed a
commitment letter and received a retention bonus equal to 50% of their respective 2009 base salaries.





Equity Awards




     OSI grants equity awards of stock options, restricted stock, restricted stock units and/or
deferred stock units to certain employees under its Amended and Restated Stock Incentive Plan. Most
of its employees, including its executive officers, receive an annual equity grant in December. The
total amount of equity to be granted is initially determined by the CEO in consultation with the
Senior Vice President of Human Resources, and then recommended to the Committee for approval. The
exercise price for all stock options is set at the closing price of OSI’s common stock on the date
that the Committee approves the annual grant, with such approval date serving as the date of grant.
Equity grants to the named executive officers are designed to provide a level of equity
compensation that is at the approximate 50th percentile of that awarded by OSI’s peer group of
companies. OSI determines the value of the grants provided to each executive officer. For 2009, the
named executive officers received grants within 20% of their target guidelines, with the exception
of Mr. Legault who received a grant of options and restricted stock units in excess of his 20%
target guideline based on his individual performance rating.



Perquisites




     OSI provides very few perquisites to its executive officers. Certain of its named executive
officers receive a reimbursement of relocation expenses and legal fees.