one quarter (25%) of the Option Shares becoming exercisable on each of the next fouranniversaries of the Grant Date, with any fractional number of Option Shares that would otherwisebecome exercisable as of any such anniversary rounded to a whole integer as determined in thediscretion of the Committee. Notwithstanding the foregoing, in the event the Company is sold ormerged with another company resulting in a change of control (a “Change of Control”), all unvestedOptions shall immediately vest if the Optionee’s employment with the controlling company isterminated (including a voluntary termination of employment by the Optionee for “Good Reason”) atany time within six (6) months following the effective date of a Change of Control, unless suchtermination is for cause, death, disability or a resignation without “Good Reason”. For thepurposes of this Agreement, “Good Reason” for termination of employment means (i) a decrease in theOptionee’s total compensation package, (ii) the assignment of duties or responsibilities which arenot commensurate with the Optionee’s position immediately prior to the sale or Change of Control,or (iii) the Optionee is required to relocate to an office or facility more than forty (40) milesfrom the Optionee’s present location or forty (40) miles from the Optionee’s home.     3. Term. The Option shall terminate in all events at 5:00 p.m. (local New York, NewYork time) on [ENTER DATE ONE DAY IMMEDIATELY PRIOR TO THE TENTH ANNIVERSARY OF THE GRANT DATE](the “Termination Date”), unless sooner terminated as provided in Subparagraphs (a) or (b) below.          a. Termination of Employment or Service. The Option shall terminate and shall nolonger be exercisable ninety (90) days after the Optionee’s employment (or service as an officer orconsultant) with the Company and any parent or subsidiary of the Company terminates, unless suchtermination of employment or service was caused by the Optionee’s death or Retirement (as definedin the Plan). The death or Retirement of the Optionee shall not affect the remaining term of theOption. Following a termination of employment or service (including due to death or Retirement),the Optionee (or the Optionee’s heirs or personal representatives if Optionee is deceased) may,during the remaining term of the Option, purchase any remaining Option Shares which could have beenpurchased on the date Optionee’s employment or service was terminated, but may not purchase anyOption Shares which would otherwise have first become purchasable following such termination ofemployment or service.          b. Sale or Reorganization. As provided in Section 6(h) of the Plan, if the Company ismerged or consolidated with another corporation, or if the property or stock of the Company isacquired by another corporation, or if there is a separation, reorganization or liquidation of theCompany, the Board of Directors of the Company may, in its discretion, give Optionee a writtennotice that the Option will terminate thirty (30) days after the date of such written notice. Inany such case, the Option will become immediately exercisable in full, notwithstanding Paragraph 2above.     4. Method of Exercise and Payment.          a. Method of Exercise. Subject to Paragraph 4(c) below, the Option shall be exercisedthrough the Company’s broker-assisted stock option program (the “Broker Program”), in accordancewith the terms and conditions of the Broker Program as may be in effect from time to time.
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          b. Taxes. It shall be a condition to the performance of the Company’s obligation toissue or transfer Option Shares upon the exercise of the Option that the Optionee remit an amounton an indemnity basis sufficient to satisfy any federal, state and/or local tax withholdingrequirements (including any interest or penalties due in respect of such sums) arising inconnection with the exercise of the Option or the issuance of Option Shares, other than stocktransfer taxes, in each case in accordance with any terms and conditions of the Broker Program asmay be in effect from time to time. If the Company for any reason does not require the Optionee tomake a payment sufficient to satisfy such withholding requirements, any tax withholding payments(including any interest or penalties due in respect of such sums) made by the Company to anyfederal, state or local tax authority with respect to the exercise of the Option shall constitute apersonal obligation of the Optionee to the Company, payable upon demand or, at the option of theCompany, by deduction from future compensation payable to the Optionee.          c. National Insurance Contributions. No stock shall be allotted or transferred to theOptionee by the Company until the UK Subsidiary has received an amount in cash equal to the amountof the Secondary NIC for which the Optionee is liable under the terms of the Election (the “NICAmount”). The Optionee shall by completing the Election grant to the UK Subsidiary (as employer orformer employer of the Optionee) the irrevocable authority, as agent of the Optionee and on hisbehalf, to appoint an Independent Transfer Agent to act as agent of the Optionee and on his behalfto sell or procure the sale of sufficient of the Option Shares acquired on the exercise, assignmentor release of the Option and remit the net sale proceeds to the UK Subsidiary so that the netproceeds payable to the UK Subsidiary are so far as possible equal to but not less than the NICAmount and the UK Subsidiary shall account to the Optionee for any balance. In this paragraph4(c), “Independent Transfer Agent” means any person (other than the Company or any companyaffiliated with the Company or any individual affiliated with any such company) who is registeredas a broker-dealer with the U.S. Securities and Exchange Commission and who is thereby able to selland transfer shares in the Company on behalf of the Optionee.          d. Partial Exercise. To the extent otherwise exercisable, the Option may be exercisedin whole or in part, except that the Option may in no event be exercised with respect to fractionalshares.     5. Transfers. The Option is not transferable by the Optionee otherwise than by willor pursuant to the laws of descent and distribution in the event of the Optionee’s death, in whichevent the Option may be exercised by the heirs or legal representatives of the Optionee. TheOption may be exercised during the lifetime of the Optionee only by the Optionee. Any attempt atassignment, transfer, pledge or disposition of the Option contrary to the provisions hereof or thelevy of any execution, attachment or similar process upon the Option shall be null and void andwithout effect. Any exercise of the Option by a person other than the Optionee shall beaccompanied by appropriate proofs of the right of such person to exercise the Option.     6. Adjustments on Changes in Common Stock. In the event that dividends payable inCommon Stock during any fiscal year of the Company exceed in the aggregate five percent (5%) of theCommon Stock issued and outstanding at the beginning of the year, or in the event there is duringany fiscal year of the Company one or more splits, subdivisions or combinations of shares of CommonStock resulting in an increase or decrease by more than five percent (5%) of the shares of CommonStock outstanding at the beginning of the year, the number of Option Shares
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deliverable upon the exercise thereafter of the Option shall be increased or decreasedproportionately, as the case may be, without change in the aggregate purchase price payable uponexercise of the Option. Common Stock dividends, splits, subdivisions or combinations during anyfiscal year which do not exceed in the aggregate five percent (5%) of the Common Stock issued andoutstanding at the beginning of such year shall not result in any adjustment under the Option. Alladjustments shall be made as of the day such action necessitating such adjustment becomeseffective.     7. Legal Requirements.          a. Listing Requirements. If at any time the Board of Directors of the Company shalldetermine, in its discretion, that the listing, registration, or qualification of any of the OptionShares upon any securities exchange or under any state or federal law, or the consent or approvalof any governmental regulatory body, is necessary or desirable as a condition of, or in connectionwith, the granting of the Option or the issue, transfer or purchase of Option Shares hereunder, theOption may not be exercised 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 tothe Board of Directors of the Company.          b. Securities Laws. The Company shall not be obligated to sell or issue any OptionShares in any manner in contravention of the Securities Act of 1933, as amended, or any state orforeign securities law. The Board of Directors of the Company or the Committee may, at any time,require, as a condition to the exercise of the Option, the representation or agreement of theOptionee to the effect that the Option Shares issuable upon exercise of the Option are acquired bythe Optionee for investment purposes and not with a view to the resale or distribution thereof, andmay require such other representations and documents as may be required to comply with applicablesecurities laws.     8. Administration. The Option has been granted pursuant to, and is subject to theterms and provisions of, the Plan. All terms used herein which are defined in the Plan and nototherwise defined herein shall have the same meanings as in the Plan. To the extent that theprovisions hereof conflict with those of the Plan, the provisions of the Plan shall control. Alldecisions or interpretations made by the Committee (as designated under the Plan) regarding anyissue or question arising under the Option or the Plan shall be final, binding and conclusive onthe Company and the Optionee.     9. Rights as Stockholder. The Optionee shall have none of the rights of a stockholderwith respect to the Option Shares unless and until such Option Shares shall be issued to theOptionee upon the exercise of the Option. Except as provided in Paragraph 6 above, no adjustmentsshall be made for dividends or other rights for which the record date is prior to the date thestock certificate is issued.     10. Continued Employment or Service. Nothing contained herein or in the Plan shallconfer any right to continue in the employ or service of the UK Subsidiary, the Company or anyparent or other subsidiary of the Company or interfere in any way with the right of the UKSubsidiary, the Company or any parent or other subsidiary of the Company to terminate theemployment, services, responsibilities or duties of the Optionee at any time for any reasonwhatsoever.
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     11. Sale of Option Shares. Unless otherwise provided by the Committee, no OptionShares acquired upon exercise of the Option may be sold or otherwise disposed of by the Optioneewithin six months from the Grant Date.     12. Notices. Any notice to be given to the Company hereunder shall be deliveredpersonally to the Secretary of the Company or mailed or delivered to the Company at its principalexecutive office, addressed to the attention of the Secretary, and any notice to be given to theOptionee hereunder shall be delivered personally or mailed or delivered to the Optionee at theaddress then appearing on the records of the Company. Such addresses may be changed at any time bynotice from one party to the other. Notices given hereunder shall be in writing, and shall bedeemed to have been duly given upon delivery thereof, if personally delivered, or three days afterbeing deposited in the United States mail, registered or certified mail, properly addressed, withproper postage and fees prepaid, or one day after being deposited with a delivery serviceguaranteeing overnight delivery, properly addressed, with fees paid by the sender.     13. Governing Law. This Option, the documents to be entered into pursuant thereto,and all matters arising from or connected with it are governed by and shall be construed inaccordance with the laws of England and Wales.     14. Binding Effect. This Option shall be binding upon and inure to the benefit of theparties hereto, including the successors and assigns of the Company and the heirs and personalrepresentatives of the Optionee.     15. Counterparts. This Option may be executed simultaneously in two or morecounterparts, each of which shall be deemed an original, but all of which together shall constituteone and the same instrument.     IN WITNESS WHEREOF, the parties have entered into this Non-Qualified Stock Option as of the dateset forth below.       OSI PHARMACEUTICALS, INC.               Name:    Title:         ACCEPTED BY (OPTIONEE):               Name:               Date:  
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