exv10w19






Exhibit 10.19




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 Dr. Jonathan Rachman (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 [GRANT DATE] (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 Agreement:



          1. Grant of Restricted Stock Units. The Company hereby grants to the Employee [UNITS GRANTED]
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 Plan.




          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 (25%) of the Restricted Stock Units vesting on each of the next four
anniversaries of the Grant Date, with any fractional number of Restricted Stock Units that would
otherwise become vested as of any such anniversary rounded to a whole integer as determined in the
discretion of the Committee. On the date that the Employee’s employment (or service as an officer,
consultant or member of the Board of Directors of the Company) with the Company and any parent or
subsidiary of the Company terminates, including, without limitation, due to death or Retirement (an
“Employee Termination Event”), all unvested Restricted Stock Units granted hereunder shall be
forfeited, and the Employee shall have no further rights with respect to such forfeited Restricted
Stock Units. Notwithstanding the foregoing, in the event the Company is sold or merged with
another company resulting in a change of control (a “Change of Control”), all unvested Restricted
Stock Units shall immediately





 









 







vest if the Employee’s employment with the controlling company is terminated (including a
voluntary termination of employment by the Employee for “Good Reason”) at any time within six (6)
months following the effective date of a Change of Control, unless such termination is for cause,
death, disability or a resignation without “Good Reason”. For the purposes of this Agreement,
“Good Reason” for termination of employment means (i) a decrease in the Employee’s total
compensation package, (ii) the assignment of duties or responsibilities which are not commensurate
with the Employee’s position immediately prior to the sale or Change of Control, or (iii) the
Employee is required to relocate to an office or facility more than forty (40) miles from the
Employee’s present location or forty (40) miles from the Employee’s home.




          3. Settlement of Restricted Stock Units. Settlement for any vested Restricted Stock Units
shall be in shares of Common Stock (collectively, the “Settlement Shares”). For the purposes of
this Agreement, the “Settlement Date” shall mean the date upon which one or more Restricted Stock
Units vest pursuant to this Agreement. The Company shall deliver the Settlement Shares to the
Employee as soon as reasonably practicable following the applicable Settlement Date. Such
Settlement Shares will be issued and evidenced in such manner as the Committee in its discretion
shall deem appropriate, including, without limitation, book-entry, registration or issuance of one
or more stock certificates. Upon issuance of the Settlement Shares, the number of Restricted Stock
Units equal to the Settlement Shares shall be extinguished and such number of Restricted Stock
Units will no longer be considered to be held by the Employee for any purpose.




          4. Restriction on Transferability. Restricted Stock Units granted hereunder shall not be
sold, assigned, transferred, exchanged, pledged or otherwise encumbered or disposed of in any
manner by the Employee, except as otherwise approved by the Committee.




          5. Securities Laws. The Company shall not be obligated to issue or deliver any shares of
Common Stock under this Agreement in any manner in contravention of the Securities Act of 1933, as
amended, any other federal or state securities law or the rules of any exchange or market system
upon which the Common Stock is traded. The Board of Directors of the Company or the Committee may,
at any time, require, as a condition to the issuance or delivery of shares of Common Stock
hereunder, the representation or agreement of the Employee to the effect that the shares issuable
hereunder are acquired by the Employee for investment purposes and not with a view to the resale or
distribution thereof, and may require such other representations and documents as may be required
to comply with applicable securities laws or the rules of any applicable exchange or market system.




          6. Withholding of Applicable Taxes. It shall be a condition to the Company’s obligation to
deliver the Settlement Shares to the Employee and the Company or its affiliates shall be entitled
to deduct from the Settlement Shares under the Plan any taxes, social security contributions, or
any other amounts required by any government to be withheld from any such Settlement Shares,
including applicable federal, state or local withholding taxes (such amount, the “Withholding
Amount”). The Employee agrees that the Company, or any affiliate, as the case may be, will have
the right to withhold from the Settlement Shares a sufficient






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number of shares of Common Stock to be sold in order to satisfy in full the Withholding Amount on
behalf of the Employee. The Employee shall be solely and personally responsible for the payment of
any applicable taxes (including interest and penalties thereon) due on the Settlement Shares
hereunder (including the removal of any restrictions or variation of any rights relating to the
Settlement Shares), and the Employee agrees to indemnify the Company and its affiliates against
payment of such amounts.




          7. Subject to Terms of Plan. The Restricted Stock Units are subject to the terms and
provisions of the Plan. To the extent that the provisions hereof conflict with those of the Plan,
the provisions of the Plan shall control. All decisions or interpretations made by the Committee
regarding any issue or question arising under this Agreement or the Plan shall be final, binding
and conclusive on the Company and the Employee.




          8. No Rights as Stockholder. The Restricted Stock Units granted under this Agreement do not
provide the Employee with any of the rights of a stockholder of the Company, including, without
limitation, the right to vote or receive any dividends declared or paid on the Common Stock, unless
and until shares of Common Stock relating to the Restricted Stock Units have been issued to the
Employee.




          9. Continued Employment or Service. Nothing contained herein or in the Plan shall confer any
right to continue in the employ or service 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, services, responsibilities or duties of the Employee at any
time for any reason whatsoever.




          10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, including the successors and assigns of the Company.




          11. Governing Law. This Agreement will be interpreted and enforced under the laws of the
State of New York, other than any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Agreement to the substantive law of another
jurisdiction. The parties will submit any dispute or claim arising under this Agreement to the
exclusive jurisdiction of the U.S. federal or New York state courts within the New York counties of
New York, Nassau, or Suffolk, and the parties hereby submit to, and waive any objection to,
personal jurisdiction and venue in such courts for such purpose.




          12. Counterparts. This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.








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     IN WITNESS WHEREOF, the parties have entered into this Restricted Stock Unit Agreement as of the
date set forth below.



	 	 	 	 	 
	 

	 	OSI PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	EMPLOYEE	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

DR. JONATHAN RACHMAN
	 	 
	 
	 	 	 	 
	 

	 	 

Date
	 	 







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