Form of Award Notice
Exhibit 10.2
Form of Award Notice
[The information set forth in this Award Notice will be contained on the related pages on Xxxxxxx
Xxxxx Benefits Website (or the website of any successor company to Xxxxxxx Xxxxx Bank & Trust Co.,
FSB). This Award Notice shall be replaced by the equivalent pages on such website. References to
Award Notice in this Agreement shall then refer to the equivalent pages on such website ]
This notice of Award (the “Award Notice”) sets forth certain details relating to the grant
by the Company to you of the Award identified below, pursuant to the Plan. The terms of this Award
Notice are incorporated into the Agreement that accompanies this Award Notice and made of part of
the Agreement. Capitalized terms used in this Award Notice that are not otherwise defined in this
Award Notice have the meanings given to such terms in the Agreement.
Employee: |
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Employee ID: |
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Address: |
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Award Type: |
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Grant ID: |
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Plan:
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Amgen Inc. 2009 Equity Incentive Plan | |
Grant Date: |
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Xxxxx Xxxxx:
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$________ | |
Number of Shares: |
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Expiration Date:
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The [______ (___th)] anniversary of the date of this Award | |
Vesting Date:
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Means the vesting date indicated in the Vesting Schedule | |
Vesting Schedule:
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Means the schedule of vesting set forth under Vesting Details | |
Vesting Details:
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Means the presentation (tabular or otherwise) of the Vesting Date and the quantity of Shares vesting. |
GRANT OF STOCK OPTION AGREEMENT
THE SPECIFIC TERMS OF YOUR STOCK OPTION ARE FOUND IN THE PAGES RELATING TO THE GRANT OF STOCK
OPTIONS FOUND ON XXXXXXX XXXXX BENEFITS WEBSITE (OR THE WEBSITE OF ANY SUCCESSOR COMPANY TO XXXXXXX
XXXXX BANK & TRUST CO., FSB) (THE “AWARD NOTICE”) WHICH ACCOMPANIES THIS DOCUMENT. THE
TERMS OF THE AWARD NOTICE ARE INCORPORATED INTO THIS GRANT OF STOCK OPTIONS.
On the Grant Date, specified in the Award Notice, Amgen Inc., a Delaware corporation (the
“Company”), has granted to you, the grantee named in the Award Notice, under the plan
specified in the Award Notice (the “Plan”), an option (the “Option”) to purchase
the number of shares of the $.0001 par value common stock of the Company (the “Shares”)
specified in the Award Notice, pursuant to the terms set forth in this Stock Option Agreement, any
special terms and conditions for your country set forth in the attached Appendix A and the
Award Notice (together, the “Agreement”). This Option is not intended to qualify and will
not be treated as an “incentive stock option” within the meaning of Section 422 of the U.S.
Internal Revenue Code of 1986, as amended (together with the regulations and other official
guidance promulgated thereunder, the “Code”). Capitalized terms not defined herein shall
have the meanings assigned to such terms in the Plan.
The provisions of your Option are as follows:
I. Subject to the terms and conditions of the Plan and this Agreement, on each Vesting Date
the Option shall vest with respect to the number of Shares indicated on the Vesting Schedule,
provided that you have remained continuously and actively employed with the Company or an Affiliate
(as defined in the Plan) through each applicable Vesting Date, unless (i) your employment has
terminated due to your Voluntary Termination (as defined in Section IV(A)(5)) or (ii) you
experience a Qualified Termination (as defined in Section IV(B)(4)), or as otherwise determined by
the Company in the exercise of its discretion as provided in Section IV(A)(7). This Option may
only be exercised for whole shares of the Common Stock, and the Company shall be under no
obligation to issue any fractional Shares to you. Subject to the limitations contained herein,
this Option shall be exercisable with respect to each installment on or after the applicable
Vesting Date. Notwithstanding anything herein to the contrary, the Vesting Schedule may be
accelerated (by notice in writing) by the Company in its sole discretion at any time during the
term of this Option. In addition, if not prohibited by local law, vesting may be suspended by the
Company in its sole discretion during a leave of absence as provided from time to time according to
Company policies and practices.
II. (a) The per share exercise price of this Option is the Xxxxx Xxxxx as defined in the Award
Notice, being not less than the Fair Market Value of the Common Stock on the date of grant of this
Option.
(2) To the extent permitted by applicable statutes and regulations,
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payment of the exercise price per share is due in full upon exercise of all or any part of each
installment which has become exercisable by you by means of (i) cash or a check, (ii) any cashless
exercise procedure through the use of a brokerage arrangement approved by the Company, or (iii) any
other form of legal consideration that may be acceptable to the Board or the Committee in their
discretion.
(3) To the extent permitted by applicable statutes and regulations, if, at the time of
exercise, the Company’s Common Stock is publicly traded and quoted regularly in the Wall Street
Journal, payment of the exercise price may be made by delivery of already-owned Shares of a
value equal to the exercise price of the Shares for which this Option is being exercised. The
already-owned Shares must have been owned by you for the period required to avoid adverse
accounting treatment and owned free and clear of any liens, claims, encumbrances or security
interests. Payment may also be made by a combination of cash and already-owned Common Stock.
Notwithstanding the foregoing, the Company reserves the right to restrict the methods of
payment of the exercise price if necessary or advisable to comply with applicable law or
regulation, as determined by the Company in its sole discretion.
III. Notwithstanding anything to the contrary contained herein, this Option may not be
exercised unless the Shares issuable upon exercise of this Option are then registered under the
Securities Act, or, if such Shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the Securities Act.
IV. (A) The term of this Option commences on the Grant Date and, unless sooner terminated as
set forth below or in the Plan, terminates on the [___(___th)] anniversary of the date of this
Option (the “Expiration Date”). This Option shall terminate prior to the Expiration Date
as follows: three (3) months after the termination of your employment with the Company or an
Affiliate (as defined in the Plan) for any reason or for no reason, including if your employment is
terminated by the Company or an Affiliate without Cause (as defined below), or in the event of any
other termination of your employment caused directly or indirectly by the Company or an Affiliate,
unless:
(1) such termination of your employment is due to your Permanent and Total Disability (as
defined below), in which case the Option shall terminate on the earlier of the Expiration Date or
five (5) years after termination of your employment and the vesting of the Option shall be
accelerated and the Option shall be fully exercisable, subject to your execution of a general
release and waiver in a form provided by the Company, as of the day immediately preceding such
termination of your employment with respect to the Option, except that if the Option was granted in
the calendar year in which such termination occurs, the Option shall be accelerated to vest with
respect to a number of Shares equal to the number of Shares subject to the Option multiplied by a
fraction, the numerator of which is the number of complete months you remained continuously and
actively employed during such calendar year, and the denominator of which is twelve (12);
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(2) such termination of your employment is due to your death, in which case the Option shall
terminate on the earlier of the Expiration Date or five (5) years after your death and the vesting
of the Option shall be accelerated and the Option shall be fully exercisable as of the day
immediately preceding your death with respect to the Option, except that if the Option was granted
in the calendar year in which your death occurs the Option shall be accelerated to vest with
respect to a number of shares equal to the number of shares subject to the Option multiplied by a
fraction, the numerator of which is the number of complete months you remained continuously and
actively employed during such calendar year, and the denominator of which is twelve (12);
(3) during any part of such three (3) month period, this Option is not exercisable solely
because of the condition set forth in Section III above, in which event this Option shall not
terminate until the earlier of the Expiration Date or until it shall have been exercisable for an
aggregate period of three (3) months after the termination of your employment;
(4) exercise of this Option within three (3) months after termination of your employment with
the Company or with an Affiliate would result in liability under Section 16(b) of the Exchange Act,
in which case this Option will terminate on the earlier of: (a) the tenth (10th) day after the
last date upon which exercise would result in such liability; (b) six (6) months and ten (10) days
after the termination of your employment with the Company or an Affiliate; or (iii) the Expiration
Date;
(5) such termination of your employment is due to your voluntary termination (and such
voluntary termination is not the result of Permanent and Total Disability (as defined below)) after
you are at least sixty five (65) years of age, or after you are at least fifty-five (55) years of
age and have been an employee of the Company and/or an Affiliate for at least ten (10) years in the
aggregate as determined by the Company in its sole discretion according to Company policies and
practices as in effect from time to time (“Voluntary Termination”), in which case this
Option shall terminate on the earlier of the Expiration Date or five (5) years after termination of
your employment and the unvested portions of this Option will become exercisable pursuant to the
Vesting Schedule without regard to your Voluntary Termination of your employment prior to the
Vesting Date, subject to your execution of a general release and waiver in a form provided by the
Company, with respect to the Option; if the Option was granted in the calendar year in which your
Voluntary Termination occurs, the Option will become exercisable pursuant to the Vesting Schedule
only with respect to a number of Shares equal to the number of Shares subject to the Option
multiplied by a fraction, the numerator of which is the number of complete months you remained
continuously and actively employed during such calendar year, and the denominator of which is
twelve (12); notwithstanding the definition of Voluntary Termination set forth above, if the
Company receives an opinion of counsel that there has been a legal judgment and/or legal
development in your jurisdiction that would likely result in the favorable treatment upon Voluntary
Termination described above being deemed unlawful and/or discriminatory, then the Committee will
not apply the favorable treatment described above;
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(6) such termination of your employment is due to a Qualified Termination, in which case, the
Option shall terminate within three (3) months following the Qualified Termination and, to the
extent permitted by applicable law, the vesting of the Option shall be accelerated and the Option
shall be fully exercisable as of the day immediately prior to the Qualified Termination; or
(7) the Company determines, in its sole discretion at any time during the term of this Option,
in writing, to otherwise extend the period of time during which this Option will vest and may be
exercised after termination of your employment.
However, in any and all circumstances and except to the extent the Vesting Schedule has been
accelerated by the Company in its sole discretion during the term of this Option or as a result of
your Permanent and Total Disability or death as provided in Sections IV(A)(1) or IV(A)(2) above,
respectively, as a result of your Voluntary Termination as provided in Section IV(A)(5) above, as a
result of a Change of Control as provided in Section IV(A)(6) above or as otherwise determined by
the Company in the exercise of its discretion as provided in Section IV(A)(7) above, this Option
may be exercised following termination of your employment only as to that number of Shares as to
which it was exercisable on the date of termination of your employment under the provisions of
Section I of this Agreement.
(B) For purposes of this Option:
(1) “termination of your employment” shall mean the last date you are either an
active employee of the Company or an Affiliate or actively engaged as a consultant or director to
the Company or an Affiliate; in the event of termination of your employment (whether or not in
breach of local labor laws), your right to receive options and vest under the Plan, if any, will
terminate effective as of the date that you are no longer actively employed and will not be
extended by any notice period mandated under local law (e.g., active employment would not include a
period of “garden leave” or similar period pursuant to local law). Your right, if any, to exercise
the Option after termination of employment will be measured by the date of termination of your
active employment and will not be extended by any notice period mandated under local law;
(2) “Cause” shall mean (i) your conviction of a felony, or (ii) your engaging in
conduct that constitutes willful gross neglect or willful gross misconduct in carrying out your
duties, resulting, in either case, in material economic harm to the Company, unless you believed in
good faith that such conduct was in, or not contrary to, the best interests of the Company. For
purposes of clause (ii) above, no act, or failure to act, on your part shall be deemed “willful”
unless done, or omitted to be done, by you not in good faith;
(3) “Permanent and Total Disability” shall have the meaning ascribed to such term
under Section 22(e)(3) of the Code and with such permanent and total disability being certified
prior to termination of your employment by (a) the U.S. Social Security Administration, (b) the
comparable governmental authority applicable to an Affiliate, (c) such other body having
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the relevant decision-making power applicable to an Affiliate, or (d) an independent medical
advisor appointed by the Company in its sole discretion, as applicable, in any such case;
(4) “Qualified Termination” shall mean
(a) if you are an employee who participates in the Change of Control Plan, your termination of
employment within two (2) years following a Change of Control (i) by the Company other than for
Cause, Disability (as defined below) or as a result of your death, or (ii) by you for Good Reason
(as defined in the Change of Control Plan); or
(b) if you are an employee who does not participate in the Change of Control Plan or the
Change of Control Plan is no longer in effect, your termination of employment within two (2) years
following a Change of Control by the Company other than for Cause, Disability (as defined below) or
as a result of your death;
(5) “Change of Control” shall mean the occurrence of any of the following:
(a) the acquisition (other than from the Company) by any person, entity or “group,” within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this purpose, the
Company or any of its Affiliates, or any employee benefit plan of the Company or any of its
Affiliates which acquires beneficial ownership of voting securities of the Company), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
(50%) or more of either the then outstanding Shares or the combined voting power of the Company’s
then outstanding voting securities entitled to vote generally in the election of directors; or
(b) individuals who, as of April 2, 1991, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board, provided that any person becoming a
director subsequent to April 2, 1991, whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election contest relating to the election of
the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall be, for purposes of the Plan, considered as though such person were a
member of the Incumbent Board; or
(c) the consummation by the Company of a reorganization, merger, consolidation, (in each case,
with respect to which persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent
(50%) of the combined voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company’s then outstanding voting securities) or a liquidation
or dissolution of the Company or of the sale of all or substantially all of the assets of the
Company; or
(d) any other event which the Incumbent Board, in its sole discretion, determines shall
constitute a Change of Control;
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Notwithstanding anything herein or in any Award Agreement to the contrary, if a Change of Control
constitutes a payment event with respect to any Award that is subject to United States income tax
and which provides for a deferral of compensation that is subject to Section 409A of the Code, the
transaction or event described in subsection (a), (b), (c) or (d) above must also constitute a
“change in control event,” as defined in U.S. Treasury Regulation §1.409A-3(i)(5), in order to
constitute a Change of Control for purposes of payment of such Award.
(6) “Change of Control Plan” shall mean the Company’s change of control and severance
plan, including the Amgen Inc. Change of Control Severance Plan, as amended and restated, effective
as of December 9, 2010 (and any subsequent amendments thereto), or any equivalent plan governing
the provision of benefits to eligible employees upon the occurrence of a Change of Control
(including resulting from a termination of employment that occurs within a specified time period
following a Change of Control), as in effect immediately prior to a Change of Control; and
(7) “Disability” shall be determined in accordance with the Company’s long-term
disability plan as in effect immediately prior to a Change of Control.
V. (A) To the extent specified above, this Option may be exercised by delivering a notice of
exercise in person, by mail, via electronic mail or facsimile or by other authorized method
designated by the Company, together with the exercise price to the Company Stock Administrator, or
to such other person as the Company Stock Administrator may designate, during regular business
hours, together with such additional documents as the Company may then require pursuant to Section
7.2(b) of the Plan.
(B) Regardless of any action the Company or your actual employer (the “Employer”)
takes with respect to any or all income tax, social insurance, payroll tax, payment on account or
other tax-related items related to your participation in the Plan and legally applicable to you
(“Tax Obligations”), you acknowledge that the ultimate liability for all Tax Obligations is
and remains your responsibility and may exceed the amount actually withheld by the Company and/or
your Employer. You further acknowledge that the Company and/or your Employer: (a) make no
representations or undertakings regarding the treatment of any Tax Obligations in connection with
any aspect of the Option grant, including, but not limited to, the grant, vesting or exercise of
the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any
dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant
or any aspect of the Option to reduce or eliminate your liability for Tax Obligations or achieve
any particular tax result. Furthermore, if you become subject to tax in more than one jurisdiction
between the Grant Date and the date of any relevant taxable event, you acknowledge that the Company
and/or your Employer (or former employer, as applicable) may be required to withhold or account for
Tax Obligations in more than one jurisdiction.
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(C) Prior to any relevant taxable or tax withholding event, as applicable, you
shall pay or make adequate arrangements satisfactory to the Company and/or your Employer to satisfy
all Tax Obligations. In this regard, you authorize the Company and/or your Employer, or their
respective agents, at their discretion, to satisfy all applicable Tax Obligations by one or a
combination of the following:
(1) withholding from your wages or other cash compensation paid to you by the Company and/or
your Employer; or
(2) withholding from proceeds of the sale of Shares acquired upon exercise of the Option
either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf
pursuant to this authorization).
To avoid adverse accounting treatment, the Company may withhold or account for Tax Obligations not
to exceed the applicable minimum statutory withholding rates or other applicable withholding rates.
(D) Finally, you shall pay to the Company or your Employer any amount of Tax Obligations that
the Company or your Employer may be required to withhold or account for as a result of your
participation in the Plan that cannot be satisfied by the means previously described. You agree to
take any further actions and execute any additional documents as may be necessary to effectuate the
provisions of this Section V. Notwithstanding anything to the contrary contained herein, the
Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail
to comply with your obligations in connection with the Tax Obligations.
VI. This Option is not transferable, except by will or the laws of descent and distribution,
and is exercisable during your life only by you except if you have named a trust created for the
benefit of you, your spouse, or members of your immediate family (a “Trust”) as beneficiary of this
Option, this Option may be exercised by the Trust after your death.
VII. Any notices provided for in this Option or the Plan shall be given in writing or
electronically and shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the address specified above or at such other address as you hereafter
designate by written notice to the Company Stock Administrator. Such notices may be given using
any automated system for the documentation, granting or exercise of Awards, such as a system using
an internet website or interactive voice response, as approved by the Company.
VIII. This Option is subject to all the provisions of the Plan and its provisions are hereby
made a part of this Option, including without limitation the provisions of Articles 6 and 7 of the
Plan relating to Options, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the
event of any conflict between the provisions of this Option and those of the Plan, the provisions
of the Plan shall control.
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IX. You hereby explicitly and unambiguously consent to the collection, use and transfer, in
electronic or other form, of your personal data as described in this Option by and among, as
applicable, your Employer, the Company, or Affiliates of the Company for the exclusive purpose of
implementing, administering and managing your participation in the Plan.
You understand that the Company and your Employer may hold certain personal information about
you, including, but not limited to, your name, home address and telephone number, date of birth,
social insurance number (to the extent permitted under applicable local law) or other
identification number, salary, nationality, job title, residency status, any shares of stock or
directorships held in the Company, details of all equity compensation or any other entitlement to
shares awarded, canceled, vested, unvested or outstanding in your favor, for the purpose of
implementing, administering and managing the Plan (“Data”). You understand that Data may
be transferred to Xxxxxxx Xxxxx Bank & Trust Co., FSB (or any successor thereto), or any third
parties assisting in the implementation, administration and management of the Plan, that these
recipients may be located in your country or elsewhere including outside the European Economic
Area, and that the recipient’s country (e.g., the United States) may have different data privacy
laws and protections than your country. You understand that you may request a list with the names
and addresses of any potential recipients of the Data by contacting your local human resources
representative. You authorize your Employer, the Company, Affiliates of the Company, Xxxxxxx Xxxxx
Bank & Trust Co., FSB (or any successor thereto), and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing your
participation in the Plan to receive, possess, use, retain and transfer the Data, in electronic or
other form, for the sole purposes of implementing, administering and managing your participation in
the Plan, including any requisite transfer of such Data as may be required to any other broker,
escrow agent or other third party with whom the shares received upon exercise of this Option may be
deposited. You understand that Data will be held only as long as is necessary to implement,
administer and manage your participation in the Plan. You understand that you may, at any time,
view Data, request additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost,
by contacting in writing your local human resources representative. You understand that refusal or
withdrawal of consent may affect your ability to participate in the Plan. For more information on
the consequences of your refusal to consent or withdrawal of consent, you understand that you may
contact your local human resources representative.
X. The terms of this Option shall be governed by the laws of the State of Delaware without
giving effect to principles of conflicts of laws. For purposes of litigating any dispute that
arises hereunder, the parties hereby submit to and consent to the jurisdiction of the State of
Delaware, and agree that such litigation shall be conducted in the courts of the State of Delaware,
or the federal courts for the United States for the federal district located in the State of
Delaware, and no other courts, where this Option is made and/or to be performed.
XI. Notwithstanding any provision of this Option to the contrary, if you are employed by the
Company or an Affiliate in any of the countries identified in the attached Appendix A
(which constitutes a part of this Agreement), are subject to the laws of any foreign jurisdiction,
or relocate to one of the countries included in the attached Appendix A, the Option
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granted hereunder shall be subject to any special terms and conditions for your country set
forth in Appendix A and the following additional terms and conditions:
| a. | the terms and conditions of this Option, including Appendix A, are deemed modified to the extent necessary or advisable to comply with applicable foreign laws or facilitate the administration to the Plan; | ||
| b. | if applicable, the effectiveness of this Option is conditioned upon its compliance with any applicable foreign laws, regulations, rules or local governmental regulatory exemption and subject to receipt of any required foreign regulatory approvals; and | ||
| c. | the Company may take any other action before or after the date of this Option that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. |
XII. Notwithstanding the foregoing, the Company may not take any actions hereunder, that would
violate the Securities Act, the Exchange Act, the Code, or any other securities or tax or other
applicable law or regulation, or the rules of any Securities Exchange. Notwithstanding anything to
the contrary contained herein, the Shares issuable upon exercise of this Option shall not be issued
unless such Shares are then registered under the Securities Act, or, if such Shares are not then so
registered, the Company has determined that such exercise and issuance would be exempt from the
registration requirements of the Securities Act.
XIII. (A) In accepting this Option, you acknowledge that:
(1) the Plan is established voluntarily by the Company, is discretionary in nature and may be
modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;
(2) the grant of this Option is voluntary and occasional and does not create any contractual
or other right to receive future awards of options, or benefits in lieu of options even if options
have been awarded repeatedly in the past;
(3) all decisions with respect to future awards, if any, will be at the sole discretion of the
Company;
(4) your participation in the Plan shall not create a right to further employment with the
Employer and shall not interfere with the ability of the Employer to terminate your employment or
service relationship (if any) at any time;
(5) your participation in the Plan is voluntary;
(6) for labor law purposes outside the United States, options are an extraordinary item that
do not constitute compensation of any kind for services of any kind rendered to the Company or to
your Employer, and the grant of this Option is outside the scope of your employment contract, if
any;
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(7) for labor law purposes outside the United States, the grant of options and the underlying
Shares are not part of normal or expected compensation or salary for any purposes, including, but
not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end
of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or
similar payment and in no event shall be considered as compensation for, or relating in any way to,
past services for the Company or any Affiliate;
(8) the grant of options and the underlying Shares are not intended to replace any pension
rights or compensation;
(9) neither the grant of options nor any provision of this Option, the Plan or the policies
adopted pursuant to the Plan confer upon you any right with respect to employment or continuation
of current employment and shall not be interpreted to form an employment contract or relationship
with the Company or any Affiliate;
(10) in the event that you are not an employee of the Company or any Affiliate, the Option
shall not be interpreted to form an employment contract or relationship with the Company or any
Affiliate;
(11) the future value of the underlying Shares is unknown and cannot be predicted with
certainty;
(12) if the underlying Shares do not increase in value, this Option will have no value; if you
exercise this Option and obtain Shares, the value of those Shares acquired upon exercise may
increase or decrease in value, even below the Xxxxx Xxxxx per share;
(13) in consideration of the grant of this Option, no claim or entitlement to compensation or
damages arises from forfeiture of options resulting from termination of your employment by the
Company or an Affiliate (for any reason whatsoever and whether or not in breach of local labor
laws) and you irrevocably release the Company and your Employer from any such claim that may arise;
if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to
have arisen, you shall be deemed irrevocably to have waived your entitlement to pursue such claim;
(14) except as otherwise provided in this Agreement or the Plan, the Option and the benefits
under the Plan, if any, will not automatically transfer to another company in case of a merger,
takeover or transfer of liability.
(B) The Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding your participation in the Plan, or your acquisition or sale of the
underlying Shares. You are hereby advised to consult with your own personal tax, legal and
financial advisors regarding your participation in the Plan before taking any action related to the
Plan.
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XIV. If one or more of the provisions of this Option shall be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable
provisions shall be deemed null and void; however, to the extent permissible by law, any provisions
which could be deemed null and void shall first be construed, interpreted or revised retroactively
to permit this Option to be construed so as to xxxxxx the intent of this Option and the Plan.
XV. If you have received this Option or any other document related to the Plan translated into
a language other than English and if the meaning of the translated version is different than the
English version, the English version will control.
XVI. This Option is not intended to constitute “nonqualified deferred compensation” within the
meaning of Code Section 409A, but rather is intended to be exempt from the application of Code
Section 409A. To the extent that this Option is nevertheless deemed to be subject to Code Section
409A for any reason, this Option shall be interpreted in accordance with Code Section 409A and U.S.
Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the Grant Date.
Notwithstanding any provision herein to the contrary, in the event that following the Grant Date,
the Committee (as defined in the Plan) determines that this Option may be or become subject to Code
Section 409A, the Committee may adopt such amendments to the Plan and/or this Option or adopt other
policies and procedures (including amendments, policies and procedures with retroactive effect), or
take any other actions, that the Committee determines are necessary or appropriate to (a) exempt
the Plan and/or this Option from the application of Code Section 409A and/or preserve the intended
tax treatment of the benefits provided with respect to this Option, or (b) comply with the
requirements of Code Section 409A; provided, however, that this paragraph shall not
create an obligation on the part of the Committee to adopt any such amendment, policy or procedure
or take any such other action.
XVII. By electing to accept this Option, you acknowledge receipt of this Option and hereby
confirm your understanding that the terms set forth in this Option constitute, subject to the terms
of the Plan, which terms shall control in the event of any conflict between the Plan and this
Option, the entire agreement and understanding of the parties with respect to the matters contained
herein and supersede any and all prior agreements, arrangements and understandings, both oral and
written, between the parties concerning the subject matter of this Option. The Company may, in its
sole discretion, decide to deliver any documents related to current or future participation in the
Plan by electronic means. You hereby consent to receive such documents by electronic delivery and
agree to participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.
XVIII. The Company reserves the right to impose other requirements on your participation in
the Plan, on this Option and on any Shares acquired under the Plan, to the extent the Company
determines it is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan, and to require you to sign any additional agreements or undertakings
that may be necessary to accomplish the foregoing.
11
XIX. This Option and all compensation payable with respect to it shall be subject to recovery
by the Company pursuant to any and all of the Company’s policies with respect to the recovery of
compensation, as they shall be in effect and may be amended from time to time, to the maximum
extent permitted by applicable law.
| Very truly yours, AMGEN INC. |
||||
| By | ||||
| Xxxx authorized on behalf | ||||
| of the Board of Directors | ||||
12
APPENDIX A
ADDITIONAL TERMS AND CONDITIONS OF THE
AMGEN INC 2009 EQUITY INCENTIVE STOCK PLAN
AMGEN INC 2009 EQUITY INCENTIVE STOCK PLAN
GRANT OF STOCK OPTION
(BY COUNTRY)
(BY COUNTRY)
TERMS AND CONDITIONS
This Appendix includes additional terms and conditions that govern the Option to purchase Shares
under the Plan if, under applicable law, you are a resident of, or are deemed to be a resident
of one of the countries listed below. Furthermore, the additional terms and conditions that govern
the Option granted hereunder may apply to you if you relocate to one of the countries listed below
and the Company shall, in its discretion, determine to what extent the terms and conditions
contained herein shall apply to you. Certain capitalized terms used but not defined in this
Appendix A shall have the meanings set forth in the Plan and/or the Agreement to which this
Appendix is attached.
NOTIFICATIONS
This Appendix also includes notifications relating to exchange control and other issues of which
you should be aware with respect to your participation in the Plan. The information is based on
the exchange control, securities and other laws in effect in the countries to which this Appendix
refers as of February 2011. Such laws are often complex and change frequently. As a result, the
Company strongly recommends that you not rely on the notifications herein as the only source of
information relating to the consequences of your participation in the Plan because the information
may be outdated when you exercise the Option, acquire Shares under the Plan, or when you
subsequently sell Shares acquired under the Plan.
In addition, the notifications are general in nature and may not apply to your particular
situation, and the Company is not in a position to assure you of any particular result.
Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in
your country may apply to your situation. Finally, if you are a citizen or resident of a country
other than the one in which you are currently working or are considered a resident of another
country for local law purposes, the information contained herein may not be applicable to you or
you may be subject to the provisions of one or more jurisdictions.
ALL NON-U.S. JURISDICTIONS
TERMS AND CONDITIONS
Method of Exercise. The following provision replaces Section II(a)(3):
To the extent permitted by applicable statutes and regulations, payment of the exercise price per
share is due in full in cash or check upon exercise of all or any part of this Option which has
Appendix A-1
become exercisable by you. Due to legal restrictions outside the U.S., you are not permitted to
pay the exercise price by delivery of already-owned Shares of a value equal to the exercise price
of the Shares for which this Option is being exercised. Furthermore, payment may not be made by a
combination of cash and already-owned Common Stock.
AUSTRALIA
NOTIFICATIONS
Exchange Control Information. Exchange control reporting is required for cash transactions
exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with
the transaction, the bank will file the report on your behalf.
Securities Law Information. If you acquire Shares under the Plan and offer the Shares for sale to
a person or entity resident in Australia, the offer may be subject to disclosure requirements under
Australian law. You should consult with your own legal advisor before making any such offer in
Australia.
AUSTRIA
NOTIFICATIONS
Consumer Protection Notification. You may be entitled to revoke acceptance of the Option granted
under the Plan on the basis of the Austrian Consumer Protection Act (the “Act”) under the
conditions listed below, if the Act is considered to be applicable to the Agreement and the Plan:
| (i) | If you accept the Option outside the business premises of the Company, you may be entitled to revoke your acceptance of the Option, provided the revocation is made within one (1) week after such acceptance of the Option. |
| (ii) | The revocation must be in written form to be valid. It is sufficient if you return the applicable Agreement to the Company or the Company’s representative with language which can be understood as a refusal to conclude or honor the applicable Agreement, provided the revocation is sent within the period discussed above. |
Exchange Control Notification. If you hold Shares acquired under the Plan outside of Austria, you
must submit a report to the Austrian National Bank. An exemption applies if the value of the
shares as of any given quarter does not exceed €30,000,000 or as of December 31 does not exceed
€5,000,000. If the former threshold is exceeded, quarterly obligations are imposed, whereas if the
latter threshold is exceeded, annual reports must be given. The annual reporting date is December
31 and the deadline for filing the annual report is March 31 of the following year.
A separate reporting requirement applies when you sell Shares acquired under the Plan. In that
case, there may be exchange control obligations if the cash proceeds are held outside of
Appendix A-2
Austria. If the transaction volume of all accounts abroad exceeds €3,000,000, the movements
and balances of all accounts must be reported monthly, as of the last day of the month, on or
before the 15th day of the following month, on the prescribed form (Meldungen SI-Forderungen
und/oder SI-Verpflichtungen).
BELGIUM
NOTIFICATIONS
Taxation of the Option. Your tax consequences will vary depending on when you accept the Option.
If you accept the Option in writing within 60 days of the offer date, you will be subject to
taxation on the offer date. If you accept the Option more than 60 days after the offer date, you
will be subject to taxation at exercise. Please refer to the additional materials that will be
delivered to you for a more detailed description of the tax consequences of accepting the Option.
You should consult your personal tax advisor prior to accepting the Option.
Tax Reporting Notification. You are required to report any taxable income attributable to the
Option granted hereunder on your annual tax return. You are also required to report any bank
accounts opened and maintained outside Belgium on your annual tax return.
BRAZIL
TERMS AND CONDITIONS
Compliance with Law. By accepting the Option, you acknowledge that you agree to comply with
applicable Brazilian laws and pay any and all applicable taxes associated with the exercise of the
Option and the sale of Shares acquired under the Plan.
NOTIFICATIONS
Exchange Control Notification. If you are resident or domiciled in Brazil, you will be required to
submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of
Brazil if the aggregate value of such assets and rights equals or exceeds US$100,000. Assets and
rights that must be reported include the Shares.
BULGARIA
NOTIFICATIONS
Exchange Control Notification. If you exercise the Option by means of cash or a check, in order to
remit funds out of Bulgaria, you will need to declare the purpose of the remittance to the local
bank that is transferring the funds abroad. If the amount that you wish to transfer exceeds
BGN25,000, you will need to complete a standard form statistical declaration and provide it to the
bank involved in the money transfer. You should check with your local bank on requirements for
information or documents that may need to be provided. If you exercise the Option by means of a
cashless exercise method, no declaration to the local bank will be required.
Appendix A-3
If you exercise the Option by way of a cashless method of exercise, this declaration will not be
required because no funds will be remitted out of Bulgaria.
CANADA
TERMS AND CONDITIONS
Form of Payment. Due to legal restrictions in Canada, you are prohibited from surrendering Shares
that you already own or attesting to the ownership of Shares to pay the exercise price or any Tax
Obligations in connection with the Option.
Termination of Employment. Section IV(B) (1) of the Agreement is amended to read as follows:
(1) “termination of your employment” shall mean the last date you are either an active employee of
the Company or an Affiliate or actively engaged as a consultant or director to the Company or an
Affiliate; in the event of involuntary termination of your employment (whether or not in breach of
local labor laws), your right to receive the Option and vest under the Plan, if any, will terminate
effective as of the date that is the earlier of: (1) the date you receive notice of termination of
employment from the Company or your Employer, or (2) the date you are no longer actively employed
by the Company or your Employer regardless of any notice period or period of pay in lieu of such
notice required under local law (including, but not limited to statutory law, regulatory law and/or
common law). Your right, if any, to acquire Shares pursuant to the Option after termination of
employment will be measured by the date of termination of your active employment and will not be
extended by any notice period mandated under local law.
The following provisions will apply to you if you are a resident of Quebec:
Language Consent. The parties acknowledge that it is their express wish that this Agreement, as
well as all documents, notices, and legal proceedings entered into, given or instituted pursuant
hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention ("Agreement"),
ainsi que de tous documents exécutés, xxxx xxxxxx et procédures judiciaries intentées, directement
ou indirectement, relativement à ou suite à la présente convention.
Data Privacy Notice and Consent. This provision supplements Section IX of the Agreement:
You hereby authorize the Company and the Company’s representative to discuss with and obtain all
relevant information from all personnel (professional or not) involved in the administration and
operation of the Plan. You further authorize the Company and your Employer to disclose and discuss
your participation in the Plan with their advisors. You also authorize the Company and your
Employer to record such information and keep it in your employee file.
Appendix A-4
CZECH REPUBLIC
NOTIFICATIONS
Exchange Control Notification. Proceeds from the sale of Shares may be held in a cash account
abroad and you are no longer required to report the opening and maintenance of a foreign account to
the Czech National Bank (the “CNB”), unless the CNB notifies you specifically that such reporting
is required. Upon request of the CNB, you may need to file a notification within 15 days of the
end of the calendar quarter in which you acquire Shares.
DENMARK
NOTIFICATIONS
Exchange Control Information. If you establish an account holding Shares or an account holding
cash outside Denmark, you must report the account to the Danish Tax Administration. The form which
should be used in this respect can be obtained from a local bank. (These obligations are separate
from and in addition to the obligations described below.)
Securities/Tax Reporting Information. If you hold Shares acquired under the Plan in a brokerage
account with a broker or bank outside Denmark, you are required to inform the Danish Tax
Administration about the account. For this purpose, you must file a Form V (Erklaering V) with the
Danish Tax Administration. The Form V must be signed both by you and by the applicable broker or
bank where the account is held. By signing the Form V, the broker or bank undertakes to forward
information to the Danish Tax Administration concerning the shares in the account without further
request each year. By signing the Form V, you authorize the Danish Tax Administration to examine
the account.
In addition, if you open a brokerage account (or a deposit account with a U.S. bank) for the
purpose of holding cash outside Denmark, you are also required to inform the Danish Tax
Administration about this account. To do so, you must file a Form K (Erklaering K) with the Danish
Tax Administration. The Form K must be signed both by you and by the applicable broker or bank
where the account is held. By signing the Form K, the broker/bank undertakes an obligation,
without further request each year, to forward information to the Danish Tax Administration
concerning the content of the account. By signing the Form K, you authorize the Danish Tax
Administration to examine the account.
If you exercise the Option by means of the cashless method of exercise, you are not required to
file a Form V because you will not hold any Shares. However, if you open a deposit account with a
foreign broker or bank to hold the cash proceeds, you are required to file a Form K as described
above.
FINLAND
There are no country-specific provisions.
Appendix A-5
GERMANY
NOTIFICATIONS
Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly
to the German Federal Bank. If you use a German bank to effect a cross-border payment in excess of
€12,500 in connection with the sale of Shares acquired under the Plan, the bank will make the
report for you. In addition, you must report any receivables or payables or debts in foreign
currency exceeding an amount of €5,000,000 on a monthly basis. Finally, you must report on an
annual basis if you hold Shares that exceed 10% of the total voting capital of the Company.
GREECE
NOTIFICATIONS
Exchange Control Information. If you exercise your Option through a cash exercise, withdraw funds
from a bank in Greece and remit those funds out of Greece, you may be required to submit a written
application to the bank. The application will likely need to contain the following information:
(i) amount and currency to be remitted; (ii) account to be debited; (iii) name and contact
information of the beneficiary (the person or corporation to whom the funds are to be remitted);
(iv) bank of the beneficiary with address and code number; (v) account number of the beneficiary;
(vi) details of the payment such as the purpose of the transaction (e.g., exercise of Option); and
(vii) expenses of the transaction.
If you exercise your Option by way of a cashless method of exercise as described in Section
II(2)(ii) of the Agreement, this application will not be required because no funds will be remitted
out of Greece.
HONG KONG
TERMS AND CONDITIONS
SECURITIES WARNING: The Option and any Shares issued in respect of the Option do not constitute a
public offering of securities under Hong Kong law and are available only to members of the Board,
Employees and Consultants. The Agreement, including this Appendix, the Plan and other incidental
communication materials have not been prepared in accordance with and are not intended to
constitute a “prospectus” for a public offering of securities under the applicable securities
legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong
Kong. The Option and any documentation related thereto are intended solely for the personal use of
each member of the Board, Employee and/or Consultant and may not be distributed to any other
person. If you are in doubt about any of the contents of the Agreement, including this Appendix,
or the Plan, you should obtain independent professional advice.
Sale of Shares. In the event that Shares are issued in respect of Options within six (6) months of
the Grant Date, you agree that you will not dispose of such Shares prior to the six-month
anniversary of the Grant Date.
Appendix A-6
HUNGARY
There are no country-specific provisions.
INDIA
TERMS AND CONDITIONS
Option Exercise Restriction. Due to legal restrictions in India, you will not be permitted to pay
the exercise price for Shares subject to the Option granted hereunder by a cashless “sell-to-cover”
procedure, under which method a number of Shares with a value sufficient to cover the exercise
price, brokerage fees and any applicable Tax Obligations would be sold upon exercise and you would
receive only the remaining Shares subject to the exercised Option. The Company reserves the right
to permit this procedure for payment of the exercise price in the future, depending on the
development of local law.
NOTIFICATIONS
Exchange Control Notification. If you remit funds out of India to purchase Shares at exercise of
the Option granted hereunder, you are responsible for complying with applicable exchange control
regulations. In particular, it will be your obligation to determine whether approval from the
Reserve Bank of India is required prior to exercise or whether you have exhausted the investment
limit of US$200,000 for the relevant fiscal year.
You must repatriate the proceeds from the sale of Shares acquired under the Plan and any dividends
received in relation to the Shares to India within 90 days after receipt. You must maintain the
foreign inward remittance certificate received from the bank where the foreign currency is
deposited in the event that the Reserve Bank of India or your Employer requests proof of
repatriation. It is your responsibility to comply with these requirements.
IRELAND
TERMS AND CONDITIONS
Nature of Agreement. This provision supplements Section XII of the Agreement:
In accepting the Option granted hereunder, you acknowledge your understanding and agreement that
the benefits received under the Plan will not be taken into account for any redundancy or unfair
dismissal claim.
NOTIFICATIONS
Director Notification Requirements. If you are a director, shadow director or secretary of an
Irish Affiliate, you must notify the Irish Affiliate in writing within five (5) business days of
receiving or disposing of an interest in the Company (e.g., an Option or Shares) in the Company,
Appendix A-7
or within five (5) business days of becoming aware of the event giving rise to the notification
requirement, or within five (5) business days of becoming a director or secretary if such an
interest exists at the time. This notification requirement also applies with respect to the
interests of a spouse or minor children (whose interests, if any, will be attributed to the
director, shadow director or secretary).
ITALY
TERMS AND CONDITIONS
Option Cashless Exercise Restriction. Due to legal restrictions in Italy, you will be required to
pay the exercise price for any Shares subject to the Option granted hereunder by a cashless
sell-all exercise, such that all Shares will be sold immediately upon exercise and the cash
proceeds of sale, less the exercise price, any Tax Obligations and broker’s fees or commissions,
will be remitted to you. The Company reserves the right to provide additional methods of exercise
depending on local developments.
Data Privacy Consent. The following provision replaces Section IX of the Agreement:
You hereby explicitly and unambiguously consent to the collection, use, processing and transfer, in
electronic or other form, of your personal data as described herein by and among, as applicable,
your Employer, the Company and any Affiliate for the exclusive purpose of implementing,
administering, and managing your participation in the Plan.
You understand that your Employer, the Company and any Affiliate may hold certain personal
information about you, including, but not limited to, your name, home address and telephone number,
date of birth, social insurance (to the extent permitted under Italian law) or other identification
number, salary, nationality, job title, any shares or directorships held in the Company or any
Affiliate, details of all option granted, or any other entitlement to Shares awarded, canceled,
exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of
implementing, managing and administering the Plan (“Data”).
You also understand that providing the Company with Data is necessary for the performance of the
Plan and that your refusal to provide such Data would make it impossible for the Company to perform
its contractual obligations and may affect your ability to participate in the Plan. The Controller
of personal data processing is Amgen Inc., with registered offices at Xxx Xxxxx Xxxxxx Xxxxx,
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000, X.X.X., and, pursuant to Legislative Decree no. 196/2003, its
Representative in Italy for privacy purposes is Amgen Dompe S.p.A., with registered offices at Xxx
Xxxxxxx, 0 — 00000 Xxxxx, Xxxxx.
You understand that Data will not be publicized, but it may be transferred to banks, other
financial institutions, or brokers involved in the management and administration of the Plan. You
understand that Data may also be transferred to the independent registered public accounting firm
engaged by the Company. You further understand that the Company and/or any Affiliate will transfer
Data among themselves as necessary for the purpose of implementing, administering and managing your
participation in the Plan, and that the
Appendix A-8
Company and/or any Affiliate may each further transfer Data to third parties assisting the Company
in the implementation, administration, and management of the Plan, including any requisite transfer
of Data to a broker or other third party with whom you may elect to deposit any Shares acquired at
vesting of the Option. Such recipients may receive, possess, use, retain, and transfer Data in
electronic or other form, for the purposes of implementing, administering, and managing your
participation in the Plan. You understand that these recipients may be located in or outside the
European Economic Area, such as in the United States or elsewhere. Should the Company exercise its
discretion in suspending all necessary legal obligations connected with the management and
administration of the Plan, it will delete Data as soon as it has completed all the necessary legal
obligations connected with the management and administration of the Plan.
You understand that Data processing related to the purposes specified above shall take place under
automated or non-automated conditions, anonymously when possible, that comply with the purposes for
which Data is collected and with confidentiality and security provisions, as set forth by
applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.
The processing activity, including communication, the transfer of Data abroad, including outside of
the European Economic Area, as herein specified and pursuant to applicable laws and regulations,
does not require your consent thereto, as the processing is necessary to performance of contractual
obligations related to implementation, administration, and management of the Plan. You understand
that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to,
including but not limited to, access, delete, update, correct, or terminate, for legitimate reason,
the Data processing.
Furthermore, you are aware that Data will not be used for direct-marketing purposes. In addition,
Data provided can be reviewed and questions or complaints can be addressed by contacting your local
human resources representative.
Acknowledgement of Nature of Agreement. By accepting the Option granted hereunder, you acknowledge
that (1) you have received a copy of the Plan, the Agreement and this Appendix; (2) you have
reviewed the applicable documents in their entirety and fully understand the contents thereof; and
(3) you accept all provisions of the Plan, the Agreement and this Appendix.
For the Option granted, you further acknowledge that you have read and specifically and explicitly
approve, without limitation, the following Sections of the Option Agreement: Section I, Section IV,
Section V, Section IX (as replaced by the above consent), Section X, Section XIII, Section XIV, and
Section XVIII.
Appendix A-9
JAPAN
NOTIFICATIONS
Exchange Control Information. If you acquires Shares valued at more than ¥100,000,000 in a single
transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the
Bank of Japan within 20 days of the purchase of the Shares.
In addition, if you pay more than ¥30,000,000 in a single transaction for the purchase of Shares
when you exercise the Option, you must file a Payment Report with the Ministry of Finance through
the Bank of Japan by the 20th day of the month following the month in which the payment was made.
The precise reporting requirements vary depending on whether or not the relevant payment is made
through a bank in Japan.
A Payment Report is required independently from a Securities Acquisition Report. Therefore, if the
total amount that the you pay upon a one-time transaction for exercising the Option and purchasing
Shares exceeds ¥100,000,000, then you must file both a Payment Report and a Securities Acquisition
Report.
LITHUANIA
There are no country-specific provisions.
MEXICO
TERMS AND CONDITIONS
Acknowledgement of the Agreement. In accepting the Option granted hereunder, you acknowledge that
you have received a copy of the Plan, have reviewed the Plan and the Option Agreement, including
this Appendix, in their entirety and fully understand and accept all provisions of the Plan and the
Agreement, including this Appendix. You further acknowledge that you have read and specifically
and expressly approve the terms and conditions of Section XIII of the Agreement, in which the
following is clearly described and established:
| (1) | Your participation in the Plan does not constitute an acquired right. | ||
| (2) | The Plan and your participation in the Plan are offered by Amgen Inc. on a wholly discretionary basis. | ||
| (3) | Your participation in the Plan is voluntary. | ||
| (4) | Amgen Inc. and its Affiliates are not responsible for any decrease in the value of the Option granted and/or Shares issued under the Plan. |
Labor Law Acknowledgement and Policy Statement. In accepting the Option granted hereunder, you
expressly recognize that Amgen Inc., with registered offices at One Amgen
Appendix A-10
Center Drive, Thousand Oaks, California 91320, U.S.A., is solely responsible for the administration
of the Plan and that your participation in the Plan and acquisition of Shares do not constitute an
employment relationship between you and Amgen Inc. since you are participating in the Plan on a
wholly commercial basis and your sole employer is Amgen Latin America Services, S.A. de C.V.
(“Amgen-Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits
that you may derive from participation in the Plan do not establish any rights between you and your
employer, Amgen-Mexico, and do not form part of the employment conditions and/or benefits provided
by Amgen-Mexico and any modification of the Plan or its termination shall not constitute a change
or impairment of the terms and conditions of your employment.
You further understand that your participation in the Plan is as a result of a unilateral and
discretionary decision of Amgen Inc.; therefore, Amgen Inc. reserves the absolute right to amend
and/or discontinue your participation in the Plan at any time without any liability to you.
Finally, you hereby declare that you do not reserve to yourself any action or right to bring any
claim against Amgen Inc. for any compensation or damages regarding any provision of the Plan or the
benefits derived under the Plan, and you therefore grant a full and broad release to Amgen Inc.,
its Affiliates, shareholders, officers, agents or legal representatives with respect to any claim
that may arise.
Spanish Translation
Reconocimiento del Otorgamiento. Al aceptar cualquier Opción bajo el presente documento, usted
reconoce que ha recibido una copia del Plan, que ha revisado el mismo en su totalidad, así como
también el Acuerdo de Opción, incluyendo este Apéndice, además que comprende y está de acuerdo con
todas las disposiciones tanto del Plan y del Opción, incluyendo este Apéndice. Asimismo, usted
reconoce que ha leído y manifiesta específicamente y expresamente la conformidad con los términos y
condiciones establecidos en la Sección XIII del Acuerdo de Opción, en los que se establece y
describe claramente que:
| (1) | Su participación en el Plan de ninguna manera constituye un derecho adquirido. | ||
| (2) | El Plan y su participación en el mismo son ofrecidos por Amgen Inc. de forma completamente discrecional. | ||
| (3) | Su participación en el Plan es voluntaria. | ||
| (4) | Amgen Inc. y sus Afiliados no son responsables de ninguna disminución en el valor de la opción otorgada y/o de las Acciones Comunes emitidas mediante el Plan. |
Reconocimiento de xx Xxx Laboral y Declaración de Política. Al aceptar cualquier Opción bajo el
presente, usted reconoce expresamente que Amgen Inc., con oficinas registradas localizadas en One
Xxxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000, U.S.A., es la única responsable de la
administración del Plan y que su participación en el mismo y la adquisición de
Appendix A-11
Acciones Comunes no constituyen de ninguna manera una relación laboral entre usted y Amgen Inc.,
debido a que su participación en el Plan es únicamente una relación comercial y que su único
empleador es Amgen Latin America Services, S.A. de C.V. (“Amgen-México”). Derivado de lo anterior,
usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la
participación en el mismo, no establecen ningún derecho entre usted y su empleador, Amgen —
México, y no xxxxxx parte de las condiciones laborales y/o los beneficios otorgados por Amgen —
México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o
desmejora de los términos y condiciones de su trabajo.
Asimismo, usted entiende que su participación en el Plan es resultado de la decisión unilateral y
discrecional de Amgen Inc., por lo tanto, Amgen Inc. se reserva el derecho absoluto de modificar
y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna responsabilidad
para usted.
Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en
contra de Amgen Inc., por cualquier compensación x xxxxx y perjuicios, en relación con cualquier
disposición del Plan o de los beneficios derivados del mismo, y en consecuencia usted exime amplia
y completamente a Amgen Inc. de toda responsabilidad, como así también a sus Afiliadas,
accionistas, directores, agentes o representantes legales con respecto a cualquier demanda que
pudiera surgir.
NETHERLANDS
NOTIFICATIONS
Securities Law Notification. You should be aware of Dutch insider-trading rules, which may impact
the exercise of the Option granted hereunder and the sale of Shares acquired under the Plan. In
particular, you may be prohibited from effectuating certain transactions if you have insider
information regarding the Company.
By accepting the Option granted hereunder and participating in the Plan, you acknowledge having
read and understood this Securities Law Notification and further acknowledge that it is your
responsibility to comply with the following Dutch xxxxxxx xxxxxxx rules:
Under Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone who has “inside
information” related to the Company is prohibited from effectuating a transaction in securities in
or from the Netherlands. “Inside information” is knowledge of a detail concerning the issuer to
which the securities relate that is not public and which, if published, would reasonably be
expected to affect the stock price, regardless of the development of the price.
Given the broad scope of the definition of inside information, certain employees of the Company
working at an Affiliate in the Netherlands (including person eligible to participate in the Plan)
may have inside information and, thus, would be prohibited from effectuating a transaction in
securities in the Netherlands at a time when in possession of such inside information.
Appendix A-12
NEW ZEALAND
NOTIFICATIONS
Securities Law Information. You are being offered an opportunity to participate in the Plan. In
compliance with New Zealand securities law, you are hereby notified that the following documents
are available for review at the web addresses listed below:
| • | The Company’s most recent Annual Report (Form 10-K), Quarterly Report (Form 10-Q) and published financial statements (in Form 10-K or Form 10-Q): xxx.xxxxx.xxx |
| • | The Plan, the Plan Prospectus and the Agreement: xxx.xxxxxxxx.xx.xxx |
NORWAY
There are no country-specific provisions.
POLAND
NOTIFICATIONS
Exchange Control Notification. Polish residents holding foreign securities (including Shares) and
maintaining accounts abroad must report information to the National Bank of Poland on transactions
and balances of the securities and cash deposited in such accounts if the value of such
transactions or balances exceeds €15,000. If required, the reports are due on a quarterly basis by
the 20th day following the end of each quarter. The reports are filed on special forms available
on the website of the National Bank of Poland.
PORTUGAL
NOTIFICATIONS
Exchange Control Notification. If you do not hold the Shares acquired under the Plan with a
Portuguese financial intermediary, you may need to file a report with the Portuguese Central Bank.
If the Shares are held by a Portuguese financial intermediary, it will file the report for you.
PUERTO RICO
There are no country-specific provisions.
Appendix A-13
ROMANIA
NOTIFICATIONS
Exchange Control Notification. If you deposit proceeds from the sale of Shares in a bank account
in Romania, you may be required to provide the Romanian bank assisting with the transaction with
appropriate documentation explaining the source of the income. You should consult with a legal
advisor to determine whether you will be required to submit such documentation to the Romanian
bank.
RUSSIA
TERMS AND CONDITIONS
Option Cashless Exercise Restriction. Due to legal restrictions in Russia, you will be required to
pay the exercise price for any Shares subject to the Option granted hereunder by a cashless
sell-all exercise, such that all Shares will be sold immediately upon exercise and the cash
proceeds of sale, less the exercise price, any Tax Obligations and broker’s fees or commissions,
will be remitted to you. The Company reserves the right to provide additional methods of exercise
depending on local developments.
Securities Law Requirements. The Option granted hereunder, the Agreement, including this Appendix,
the Plan and all other materials you may receive regarding your participation in the Plan or the
Option granted hereunder do not constitute advertising or an offering of securities in Russia. The
issuance of Shares under the Plan has not and will not be registered in Russia; therefore, such
Shares may not be offered or placed in public circulation in Russia.
In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be
maintained on your behalf in the United States.
You are not permitted to sell any Shares acquired under the Plan directly to a Russian legal entity
or resident.
NOTIFICATIONS
Exchange Control Notification. If you remit funds out of Russia to purchase Shares at exercise of
the Option, the funds must be remitted from a foreign currency account in your name at an
authorized bank in Russia. This requirement does not apply if you use a cashless exercise
procedure such that all or part of the Shares subject to the Option granted hereunder are sold
immediately upon exercise and the proceeds of sale remitted to the Company to cover the exercise
price for the purchased Shares and any Tax Obligations because, in this case, there is no
remittance of funds out of Russia.
With respect to any Shares acquired under the Plan, you must repatriate the proceeds from the sale
of such Shares and any dividends received in relation to such shares to Russia within a
Appendix A-14
reasonably short period after receipt. The sale proceeds and any dividends received must be
initially credited to you through a foreign currency account opened in your name at an authorized
bank in Russia. After the funds are initially received in Russia, they may be further remitted to
a foreign bank subject to the following limitations: (i) the foreign account may be opened only for
individuals; (ii) the foreign account may not be used for business activities; (iii) the Russian
tax authorities must be given notice about the opening/closing of each foreign account within one
month of the account opening/closing; and (iv) the Russian tax authorities must be given notice of
the account balances of such foreign accounts as of the beginning of each calendar year.
SLOVAK REPUBLIC
There are no country-specific provisions.
SLOVENIA
There are no country-specific provisions.
SPAIN
TERMS AND CONDITIONS
Labor Law Acknowledgement. The following provision supplements Section XIII of the Agreement:
By accepting the Option granted hereunder, you consent to participation in the Plan and acknowledge
that you have received a copy of the Plan.
You understand that the Company has unilaterally, gratuitously and in its sole discretion decided
to grant the Option under the Plan to individuals who may be employees of the Company or its
Affiliates throughout the world. The decision is a limited decision, which is entered into upon
the express assumption and condition that the Option granted will not economically or otherwise
bind the Company or any of its Affiliates on an ongoing basis other than as expressly set forth in
the Agreement, including this Appendix. Consequently, you understand that the Option granted
hereunder is given on the assumption and condition that it shall not become a part of any
employment contract (either with the Company or any of its Affiliates) and shall not be considered
a mandatory benefit, salary for any purposes (including severance compensation) or any other right
whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit
whatsoever shall arise from any gratuitous and discretionary grant of the Option since the future
value of the Option and the underlying Shares is unknown and unpredictable. In addition, you
understand that the Option granted hereunder would not be made but for the assumptions and
conditions referred to above; thus, you understand, acknowledge and freely accept that, should any
or all of the assumptions be mistaken or should any of the conditions not be met for any reason,
then any grant of an Option or right to an Option shall be null and void.
Further, the vesting of the Option is expressly conditioned your continued and active rendering of
service, such that if your employment terminates for any reason whatsoever, the Option may
Appendix A-15
cease vesting immediately, in whole or in part, effective on the date of your termination of
employment (unless otherwise specifically provided in Section IV of the Agreement). This will be
the case, for example, even if (1) you are considered to be unfairly dismissed without good cause;
(2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3)
you terminate service due to a change of work location, duties or any other employment or
contractual condition; (4) you terminate service due to a unilateral breach of contract by the
Company or a Subsidiary; or (5) your employment terminates for any other reason whatsoever.
Consequently, upon termination of your employment for any of the above reasons, you may
automatically lose any rights to Options that were not vested on the date of your termination of
employment, as described in the Plan and the Agreement.
You acknowledge that you have read and specifically accepts the conditions referred to in Section
IV of the Agreement.
NOTIFICATIONS
Securities Law Information. The Option and the Shares described in the Agreement and this Appendix
do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as
defined under Spanish law, has taken place or will take place in the Spanish territory. The
Agreement (including this Appendix) have not been nor will they be registered with the Comisión
Nacional del Xxxxxxx de Valores, and do not constitute a public offering prospectus.
Exchange Control Notification. When receiving foreign currency payments derived from the ownership
of Shares (i.e., dividends or sale proceeds), you must inform the financial institution receiving
the payment of the basis upon which such payment is made. You will need to provide the institution
with the following information: (i) your name, address, and fiscal identification number; (ii) the
name and corporate domicile of the Company; (iii) the amount of the payment and the currency used;
(iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may
be required.
If you acquire Shares under the Plan and wish to import the ownership title of such Shares (i.e.,
share certificates) into Spain, you must declare the importation of such securities to the
Direccion General de Política Comercial y de Inversiones Extranjeras (“DGPCIE”). Because you will
not purchase or sell the Shares through the use of a Spanish financial institution, you must make
the declaration yourself by filing a D-6 form with the DGCI. Generally, the D-6 form must be
filed each January while the Shares are owned or to report the sale of Shares.
SWEDEN
There are no country-specific provisions.
Appendix A-16
SWITZERLAND
NOTIFICATIONS
Securities Law Notification. The Option offered hereunder is considered a private offering in
Switzerland and is, therefore, not subject to registration in Switzerland.
TURKEY
NOTIFICATIONS
Securities Law Information. Under Turkish law, you are not permitted to sell Shares acquired under
the Plan in Turkey. You must sell the Shares acquired under the Plan outside of Turkey. The
Shares are currently traded on the NASDAQ in the U.S. under the ticker symbol “AMGN” and Shares may
be sold on this exchange, which is located outside of Turkey.
Exchange Control Information. Turkish exchange control regulations require Turkish residents to
buy Shares through financial intermediary institutions that are approved under the Capital Markets
Law (i.e., banks licensed in Turkey). Therefore, if you use cash to pay the exercise price for the
Option, the funds must be remitted through a bank or other financial institution licensed in
Turkey. A wire transfer of funds by a Turkish bank will satisfy this requirement. If you exercise
the Option by way of a cashless method of exercise, this requirement does not apply because no
funds will be remitted out of Turkey.
UNITED ARAB EMIRATES
There are no country-specific provisions.
UNITED KINGDOM
TERMS AND CONDITIONS
Tax Withholding. This provision supplements Section V of the Agreement:
You agree that if you do not pay or your Employer, or the Company does not withhold from you, the
full amount of Tax Obligations that you owe upon exercise of the Option, or the release or
assignment of the Option for consideration, or the receipt of any other benefit in connection with
the Option (the “Taxable Event”) within 90 days after the Taxable Event, or such other period
specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the
amount that should have been withheld shall constitute a loan owed by you to your Employer,
effective 90 days after the Taxable Event. You agree that the loan will bear interest at the
official rate of HM Revenue and Customs (“HMRC”) and will be immediately due and repayable by you,
and the Company and/or your Employer may recover it at any time thereafter (subject to Section V of
the Agreement) by withholding such amount from salary, bonus or any other funds due to
you by your Employer, by withholding in Shares issued upon exercise of the
Appendix A-17
Option or from the cash proceeds from the sale of Shares or by demanding cash or a check from you.
You also authorize the Company to delay the issuance of any Shares to you unless and until the loan
is repaid in full.
Notwithstanding the foregoing, if you are an officer or executive director within the meaning of
Section 13(k) of the Exchange Act, as amended from time to time, the terms of the immediately
foregoing provision will not apply. In the event that you are an officer or executive director and
Tax Obligations are not collected from you within 90 days of the Taxable Event, the amount of any
uncollected Tax Obligations may constitute a benefit to you on which additional income tax and
national insurance contributions may be payable. You acknowledge that the Company and/or your
Employer may recover any such additional income tax and national insurance contributions at any
time thereafter by any of the means referred to in Section V of the Agreement.
Joint Election. As a condition of the Option granted hereunder, you agree to accept any liability
for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable
by the Company or your Employer with respect to the exercise of the Option and issuance of Shares
subject to the Option, the assignment or release of the Option for consideration, or the receipt of
any other benefit in connection with the Option.
Without limitation to the foregoing, you agree to make an election (the “Election”), in the form
specified and/or approved for such election by HMRC, that the liability for your Employer NICs
payments on any such gains shall be transferred to you to the fullest extent permitted by law. You
further agree to execute such other elections as may be required between you and any successor to
the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold
such Employer NICs by any of the means set forth in Section V of the Agreement.
Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint
revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds
for the forfeiture and cancellation of the Option, without any liability to the Company or your
Employer.
UNITED STATES
TERMS AND CONDITIONS
Nature of Grant. The following provision replaces Section IV(B)(1) of the Agreement:
(1) “termination of your employment” shall mean the last date you are either an
active employee of the Company or an Affiliate or actively engaged as a consultant or director to
the Company or an Affiliate; in the event of termination of your employment (whether or not in
breach of local labor laws), your right to receive options and vest under the Plan, if any, will
terminate effective as of the date that you are no longer actively employed; provided, however,
that such right will be extended by any notice period mandated by law (e.g. the Worker Adjustment
and Retraining Notification Act (“WARN Act”) notice period or similar
Appendix A-18
periods pursuant to local law) and any paid administrative leave (as applicable), unless the
Company shall provide you with written notice otherwise before the commencement of such notice
period or leave. Your right, if any, to exercise the options after termination of employment will
be measured by the date of termination of your active employment; provided, however, that such
right will be extended by any notice period mandated by law (e.g. the Worker Adjustment and
Retraining Notification Act (“WARN Act”) notice period or similar periods pursuant to local law)
and any paid administrative leave, unless the Company shall provide you with written notice
otherwise before the commencement of such notice period or leave.
Appendix A-19
