Change of Control Agreement Addendum to Employment Offer for Linda E. Amper, Ph.D. between OSI Pharmaceuticals and Linda E. Amper, Ph.D.

Summary

This agreement between OSI Pharmaceuticals and Linda E. Amper, Ph.D. provides that if OSI is sold or merged and Dr. Amper's employment is terminated (other than for cause, death, disability, or voluntary resignation without good reason) within six months of the change of control, she will receive a lump sum severance equal to one year's salary and all accrued vacation pay. Additionally, she and her dependents will continue to receive health benefits similar to those provided before the change of control for up to one year.

EX-10.2 3 y42095exv10w2.htm EX-10.2: CHANGE OF CONTROL AGREEMENT EX-10.2

Exhibit 10.2

ADDENDUM TO EMPLOYMENT OFFER
FOR LINDA E. AMPER, PH.D.

CHANGE OF CONTROL AGREEMENT

This Agreement, dated October 4, 2001, between OSI Pharmaceuticals and Linda E. Amper, Ph.D.:

In the event OSI is sold or merged with another Company resulting in a change of control (CHANGE OF CONTROL), and your employment with the Controlling Company is terminated (including if you voluntarily terminate your employment for “Good reason”*) at any time within six (6) months following a CHANGE OF CONTROL transaction, unless such term is for “cause”, death, disability or you voluntarily leave without “Good Reason”, you will be entitled to receive the benefits described below.

1. In lieu of any further salary and bonus payments to you for periods subsequent to the date of termination, the Controlling Company shall pay you the following benefits:

(a) A lump sum severance payment equal to your annual salary for a period of twelve (12) months; and,

(b) All unpaid, accrued vacation through the date of termination.

2. After the termination, the Controlling Company shall arrange to provide you and your dependents, as may be the case, with health benefits substantially similar to those which you and your dependents were receiving immediately prior to the sale or Change of Control and up to one (1) year after the sale or Change of Control.

* Good Reason for termination of employment includes (i) a decrease in your total compensation package, (ii) the assignment of duties or responsibilities which are not commensurate with your position immediately prior to the sale or Change of Control, or (iii) you are required to relocate to an office or facility more than forty (40) miles from your present location or forty (40) miles from your home.

OSI Pharmaceuticals, Inc.


By:	/s/ Colin Goddard	/s/ Linda E. Amper
	Colin Goddard CEO and Chairman	Linda E. Amper, Ph.D.