Exhibit 10.3
AMGEN INC.
AMENDED AND RESTATED 1999
EQUITY INCENTIVE PLAN
Amgen Inc. has adopted this Amended
and Restated 1999 Equity Incentive Plan (the “Plan”),
effective as of December 5, 2005. This Plan amends and
restates in its entirety the Amended and Restated 1999 Equity
Incentive Plan, as previously amended and restated on July 15,
2002 (the “Restatement Date”), which amended and
restated in its entirety the Immunex Corporation 1999 Stock Option
Plan, as amended (the “Original Plan”).
ARTICLE I.
PROVISIONS APPLICABLE TO OPTIONS
GRANTED
PRIOR TO RESTATEMENT
DATE
The following provisions of this
Article I shall govern awards granted under the Plan prior to the
Restatement Date:
SECTION 1. PURPOSE
.
The purpose of Article I of the Plan
is to enhance the long-term stockholder value of Amgen Inc., a
Delaware corporation (the “Company”), by offering
opportunities to selected employees, officers and directors to
participate in the Company’s growth and success, and to
encourage them to remain in the service of the Company and its
Related Corporations (as defined in Article I, Section 2) and
to acquire and maintain stock ownership in the Company.
SECTION 2. DEFINITIONS
.
For purposes of the Plan, the
following terms shall be defined as set forth below:
“Board” means the Board
of Directors of the Company.
“Cause” means
dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations),
in each case as determined by the Plan Administrator, and its
determination shall be conclusive and binding.
“Code” means the
Internal Revenue Code of 1986, as amended from time to
time.
“Common Stock” means the
common stock, par value $.0001 per share, of the
Company.
“Disability,” unless
otherwise defined by the Plan Administrator, means a mental or
physical impairment of the Optionee that is expected to result in
death or that has lasted or is expected to last for a continuous
period of 12 months or more and that causes the Optionee to be
unable, in the opinion of the Company and one independent physician
selected by the Company, to perform his or her duties for the
Company or a Related Corporation and to be engaged in any
substantial gainful activity.
“Effective Date” means
the date on which the Plan was adopted by the Board of Directors of
Immunex Corporation (“Immunex”), provided that it was
approved by Immunex’s stockholders at any time within 12
months of such adoption.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Exchange Stock” has the
meaning set forth in Article I, Section 11.3.
“Fair Market Value”
shall be as established in good faith by the Plan Administrator or
(a) if the Common Stock is listed on the Nasdaq National
Market, the closing per share sales prices for the Common Stock as
reported by the Nasdaq National Market for a single trading day or
(b) if the Common Stock is listed on the New York Stock
Exchange or the American Stock Exchange, the closing per share
sales prices for the Common Stock as such price is officially
quoted in the composite tape of transactions on such exchange for a
single trading day. If there is no such reported price for the
Common Stock for the date in question, then such price on the last
preceding date for which such price exists shall be determinative
of Fair Market Value.
“Grant Date” means the
date on which the Plan Administrator completes the corporate action
relating to the grant of an Option and all conditions precedent to
the grant have been satisfied, provided that conditions to the
exercisability or vesting of Options shall not defer the Grant
Date.
“Incentive Stock Option”
means an Option to purchase Common Stock granted under Article I,
Section 7 with the intention that it qualify as an
“incentive stock option” as that term is defined in
Section 422 of the Code.
“Nonqualified Stock
Option” means an Option to purchase Common Stock granted
under Article I, Section 7 other than an Incentive Stock
Option.
“Option” means the right
to purchase Common Stock granted under Article I,
Section 7.
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“Optionee” means
(a) the person to whom an Option is granted; (b) for an
Optionee who has died, the personal representative of the
Optionee’s estate, the person(s) to whom the Optionee’s
rights under the Option have passed by will or by the applicable
laws of descent and distribution, or the beneficiary designated in
accordance with Article I, Section 10; or (c) the
person(s) to whom an Option has been transferred in accordance with
Article I, Section 10.
“Option Term” has the
meaning set forth in Article I, Section 7.3.
“Parent,” except as
provided in Article I, Section 8.3 in connection with
Incentive Stock Options, means any entity, whether now or hereafter
existing, that directly or indirectly controls the
Company.
“Plan Administrator”
means the Board or any committee or committees designated by the
Board or any person to whom the Board has delegated authority to
administer the Plan under Article I, Section 3.1.
“Related Corporation”
means any Parent or Subsidiary of the Company.
“Retirement” means
retirement as of the individual’s normal retirement date
under the Amgen Inc. Profit Sharing 401(k) Plan and Trust or other
similar successor plan applicable to salaried employees, unless
otherwise defined by the Plan Administrator from time to time for
purposes of Article I of the Plan.
“Securities Act” means
the Securities Act of 1933, as amended.
“Subsidiary,” except as
provided in Article I, Section 8.3 in connection with
Incentive Stock Options, means any entity that is directly or
indirectly controlled by the Company.
“Termination Date” has
the meaning set forth in Article I, Section 7.6.
SECTION 3. ADMINISTRATION
.
3.1 Plan Administrator
.
The Plan shall be administered by
the Board and/or a committee or committees (which term includes
subcommittees) appointed by, and consisting of two or more members
of, the Board (a “Plan Administrator”). If and so long
as the Common Stock is registered under Section 12(b) or 12(g)
of the Exchange Act, the Board shall consider in selecting the
members of any committee acting as Plan
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Administrator, with respect to any persons
subject or likely to become subject to Section 16 of the
Exchange Act, the provisions regarding (a) “outside
directors” as contemplated by Section 162(m) of the Code
and (b) “nonemployee directors” as contemplated by
Rule 16b-3 under the Exchange Act. The Board may delegate the
responsibility for administering the Plan with respect to
designated classes of eligible persons to different committees
consisting of two or more members of the Board, subject to such
limitations as the Board deems appropriate. Committee members shall
serve for such term as the Board may determine, subject to removal
by the Board at any time. To the extent consistent with applicable
law, the Board may authorize one or more senior executive officers
of the Company to grant Options to specified eligible persons,
within the limits specifically prescribed by the Board.
3.2 Administration and
Interpretation by Plan Administrator .
Except for the terms and conditions
explicitly set forth in the Plan, the Plan Administrator shall have
exclusive authority, in its discretion, to determine all matters
relating to Options under the Plan, including the selection of
individuals to be granted Options, the type of Options, the number
of shares of Common Stock subject to an Option, all terms,
conditions, restrictions and limitations, if any, of an Option and
the terms of any instrument that evidences the Option. The Plan
Administrator shall also have exclusive authority to interpret the
Plan and may from time to time adopt, and change, rules and
regulations of general application for the Plan’s
administration. The Plan Administrator’s interpretation of
the Plan and its rules and regulations, and all actions taken and
determinations made by the Plan Administrator pursuant to the Plan,
shall be conclusive and binding on all parties involved or
affected. The Plan Administrator may delegate administrative duties
to such of the Company’s officers as it so
determines.
SECTION 4. STOCK SUBJECT TO THE
PLAN .
4.1 Shares Available for
Issuance .
Subject to adjustment from time to
time as provided in Article I, Section 11.1, shares of Common
Stock shall be available for issuance under the Plan. Shares issued
under the Plan shall be drawn from authorized and unissued shares
or shares now held or subsequently acquired by the
Company.
4.2 Reuse of Shares
.
Any shares of Common Stock that have
been made subject to an Option that cease to be subject to the
Option (other than by reason of exercise of the Option to the
extent it is exercised for shares) shall again be available for
issuance in connection with future grants of Options under the
Plan; provided ,
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however , that for purposes of any individual award
limit under the Plan, any such shares shall be counted in
accordance with the requirements of Section 162(m) of the
Code.
SECTION 5. ELIGIBILITY
.
Options may be granted under the
Plan to those officers, directors and employees of the Company and
its Related Corporations as the Plan Administrator from time to
time selects.
SECTION 6. ACQUIRED COMPANY
OPTIONS .
Notwithstanding anything in the Plan
to the contrary, the Plan Administrator may grant Options under the
Plan in substitution for awards issued under other plans, or assume
under the Plan awards issued under other plans, if the other plans
are or were plans of other acquired entities (“Acquired
Entities”) (or the parent of the Acquired Entity) and the new
Option is substituted, or the old option is assumed, by reason of a
merger, consolidation, acquisition of property or of stock,
reorganization or liquidation (the “Acquisition
Transaction”). In the event that a written agreement pursuant
to which the Acquisition Transaction is completed is approved by
the Board and said agreement sets forth the terms and conditions of
the substitution for or assumption of outstanding options of the
Acquired Entity, said terms and conditions shall be deemed to be
the action of the Plan Administrator without any further action by
the Plan Administrator, except as may be required for compliance
with Rule 16b-3 under the Exchange Act, and the persons holding
such awards shall be deemed to be Optionees.
SECTION 7. TERMS AND CONDITIONS
OF OPTIONS .
7.1 Grant of Options
.
The Plan Administrator is authorized
under the Plan, in its sole discretion, to issue Options as
Incentive Stock Options or as Nonqualified Stock Options, which
shall be appropriately designated.
7.2 Option Exercise Price
.
The exercise price for shares
purchased under an Option shall be as determined by the Plan
Administrator, but shall not be less than 100% of the Fair Market
Value of the Common Stock on the Grant Date with respect to
Incentive Stock Options and not less than 85% of the Fair Market
Value of the Common Stock on the Grant Date with respect to
Nonqualified Stock Options. For Incentive Stock Options granted to
a more than 10% stockholder, the Option exercise price shall be as
specified in Article I, Section 8.2.
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7.3 Term of Options
.
The term of each Option (the
“Option Term”) shall be as established by the Plan
Administrator or, if not so established, shall be 10 years from the
Grant Date. For Incentive Stock Options, the maximum Option Term
shall be as specified in Article I, Sections 8.2 and
8.4.
7.4 Exercise of Options
.
The Plan Administrator shall
establish and set forth in each instrument that evidences an Option
the time at which, or the installments in which, the Option shall
vest and become exercisable, which provisions may be waived or
modified by the Plan Administrator at any time. If not so
established in the instrument evidencing the Option, the Option
shall vest and become exercisable according to the following
schedule, which may be waived or modified by the Plan Administrator
at any time:
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Period of Optionee’s
Continuous Employment or
Service With the Company or Its Related
Corporations From the Option Grant
Date
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Portion of Total
Option
That Is Vested and
Exercisable
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After one year
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20%
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After two years
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40%
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After three years
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60%
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After four years
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80%
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After five years
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100%
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Notwithstanding the foregoing, an
Option granted under Article I of the Plan shall become 100% vested
and exercisable on the date of termination of an Optionee’s
employment or service relationship with the Company or a Related
Corporation on account of the Optionee’s death, provided that
the Optionee has been in the continuous employment of or service to
the Company or a Related Corporation for at least two years at the
date of such Optionee’s death.
The Plan Administrator may adjust
the vesting schedule of an Option held by an Optionee who works
less than “full-time” as that term is defined by the
Plan Administrator.
To the extent that the right to
purchase shares has accrued thereunder, an Option may be exercised
from time to time by delivery to the Company of a stock option
exercise agreement or notice, in
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a form and in accordance with procedures
established by the Plan Administrator, setting forth the number of
shares with respect to which the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise
agreement, if any, and such representations and agreements as may
be required by the Company, accompanied by payment in full as
described in Article I, Section 7.5. An Option may not be
exercised as to less than a reasonable number of shares at any one
time, as determined by the Plan Administrator.
7.5 Payment of Exercise Price
.
The purchase price of Common Stock
acquired pursuant to an Option shall be paid, to the extent
permitted by applicable statutes and regulations, either:
(i) in cash at the time the Option is exercised; or
(ii) at the discretion of the Plan Administrator, either at
the time of grant or exercise of the Option (A) by delivery to
the Company of shares of Common Stock that have been held for the
period required to avoid a charge to the Company’s reported
earnings and valued at the fair market value on the date of
exercise, (B) according to a deferred payment or other
arrangement with the person to whom the Option is granted or to
whom the Option is transferred pursuant to Article I,
Section 10, or (C) in any other form of legal
consideration that may be acceptable to the Plan Administrator in
its discretion; including but not limited to payment of the
purchase price pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board which results in the
receipt of cash (or a check) by the Company before Common Stock is
issued or the receipt of irrevocable instruction to pay the
aggregate exercise price to the Company from the sales proceeds
before Common Stock is issued.
In the case of any deferred payment
arrangement, interest shall be payable at least annually and shall
be charged at not less than the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions
of the Code, of any amounts other than amounts stated to be
interest under the deferred payment arrangement.
7.6 Post-Termination
Exercises .
The Plan Administrator shall
establish and set forth in each instrument that evidences an Option
whether the Option shall continue to be exercisable, and the terms
and conditions of such exercise, if an Optionee ceases to be
employed by, or to provide services to, the Company or its Related
Corporations, which provisions may be waived or modified by the
Plan Administrator at any time. If not so established in the
instrument evidencing the Option, the Option shall be exercisable
according to the following terms and conditions, which may be
waived or modified by the Plan Administrator at any
time:
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(a) Any portion of an Option that is
not vested and exercisable on the date of termination of the
Optionee’s employment or service relationship (the
“Termination Date”) shall expire on such date, unless
the Plan Administrator determines otherwise.
(b) Any portion of an Option that is
vested and exercisable on the Termination Date shall expire upon
the earliest to occur of:
(i) the last day of the Option
Term;
(ii) if the Optionee’s
Termination Date occurs for reasons other than Cause, Disability,
death or Retirement, the three-month anniversary of such
Termination Date; and
(iii) if the Optionee’s
Termination Date occurs by reason of Disability, death or
Retirement, the one-year anniversary of such Termination
Date.
Notwithstanding the foregoing, if
the Optionee dies after the Termination Date while the Option is
otherwise exercisable, the Option shall expire upon the earlier to
occur of (y) the last day of the Option Term and (z) the
first anniversary of the date of death.
Also notwithstanding the foregoing,
in case of termination of the Optionee’s employment or
service relationship for Cause, the Option shall automatically
expire upon first notification to the Optionee of such termination,
unless the Plan Administrator determines otherwise. If an
Optionee’s employment or service relationship with the
Company is suspended pending an investigation of whether the
Optionee shall be terminated for Cause, all the Optionee’s
rights under any Option likewise shall be suspended during the
period of investigation.
An Optionee’s transfer of
employment or service relationship between or among the Company and
its Related Corporations, or a change in status from an employee to
a consultant that is evidenced by a written agreement between an
Optionee and the Company or a Related Corporation, shall not be
considered a termination of employment or service relationship for
purposes of this Article I, Section 7. Employment or service
relationship shall be deemed to continue while the Optionee is on a
bona fide leave of absence, if such leave was approved by the
Company or a Related Corporation in writing and if continued
crediting of service for purposes of this Article I, Section 7
is expressly required by the terms of such leave or by applicable
law (as determined by the Company). The effect of a
Company-approved leave of absence on the terms and conditions of an
Option shall be determined by the Plan Administrator, in its sole
discretion.
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SECTION 8. INCENTIVE STOCK OPTION
LIMITATIONS .
To the extent required by
Section 422 of the Code, Incentive Stock Options shall be
subject to the following additional terms and
conditions:
8.1 Dollar Limitation
.
To the extent the aggregate Fair
Market Value (determined as of the Grant Date) of Common Stock with
respect to which Incentive Stock Options are exercisable for the
first time during any calendar year (under the Plan and all other
stock option plans of the Company) exceeds $100,000, such portion
in excess of $100,000 shall be treated as a Nonqualified Stock
Option. In the event the Optionee holds two or more such Options
that become exercisable for the first time in the same calendar
year, such limitation shall be applied on the basis of the order in
which such Options are granted.
8.2 More Than 10%
Stockholders .
If an individual owns more than 10%
of the total voting power of all classes of the Company’s
stock, then the exercise price per share of an Incentive Stock
Option shall not be less than 110% of the Fair Market Value of the
Common Stock on the Grant Date and the Option Term shall not exceed
five years. The determination of more than 10% ownership shall be
made in accordance with Section 422 of the Code.
8.3 Eligible Employees
.
Individuals who are not employees of
the Company or one of its parent corporations or subsidiary
corporations may not be granted Incentive Stock Options. For
purposes of this Article I, Section 8.3, “parent
corporation” and “subsidiary corporation” shall
have the meanings attributed to those terms for purposes of
Section 422 of the Code.
8.4 Term .
Except as provided in Article I,
Section 8.2, the Option Term shall not exceed 10
years.
8.5 Exercisability
.
An Option designated as an Incentive
Stock Option shall cease to qualify for favorable tax treatment as
an Incentive Stock Option to the extent it is exercised (if
permitted by the terms of the
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Option) (a) more than three months after
the Termination Date for reasons other than death or Disability,
(b) more than one year after the Termination Date by reason of
Disability, or (c) after the Optionee has been on leave of
absence for more than 90 days, unless the Optionee’s
reemployment rights are guaranteed by statute or
contract.
For purposes of this Article I,
Section 8.5, Disability shall mean “disability” as
that term is defined for purposes of Section 422 of the
Code.
8.6 Taxation of Incentive Stock
Options .
In order to obtain certain tax
benefits afforded to Incentive Stock Options under Section 422
of the Code, the Optionee must hold the shares issued upon the
exercise of an Incentive Stock Option for two years after the Grant
Date and one year from the date of exercise. An Optionee may be
subject to the alternative minimum tax at the time of exercise of
an Incentive Stock Option. The Optionee shall give the Company
prompt notice of any disposition of shares acquired by the exercise
of an Incentive Stock Option prior to the expiration of such
holding periods.
SECTION 9. WITHHOLDING
.
The Company may require the Optionee
to pay to the Company the amount of any withholding taxes that the
Company is required to withhold with respect to the grant, vesting
or exercise of any Option. Subject to the Plan and applicable law,
the Plan Administrator may, in its sole discretion, permit the
Optionee to satisfy withholding obligations, in whole or in part,
by paying cash, by electing to have the Company withhold shares of
Common Stock or by transferring shares of Common Stock to the
Company, in such amounts as are equivalent to the Fair Market Value
of the withholding obligation. The Company shall have the right to
withhold from any Option or any shares of Common Stock issuable
pursuant to an Option or from any cash amounts otherwise due or to
become due from the Company to the Optionee an amount equal to such
taxes. The Company may also deduct from any Option any other
amounts due from the Optionee to the Company or a Related
Corporation.
SECTION 10. ASSIGNABILITY
.
Options granted under Article I of
the Plan and any interest therein may not be assigned, pledged or
transferred by the Optionee and may not be made subject to
attachment or similar proceedings otherwise than by will or by the
applicable laws of descent and distribution, and, during the
Optionee’s lifetime, such Options may be exercised only by
the Optionee. Notwithstanding the foregoing, and to the extent
permitted by Section 422 of the Code, the Plan Administrator,
in its sole discretion, may permit
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such assignment, transfer and exercisability and
may permit an Optionee to designate a beneficiary who may exercise
the Option or receive compensation under the Option after the
Optionee’s death; provided , however , that any
Option so assigned or transferred shall be subject to all the same
terms and conditions contained in the instrument evidencing the
Option.
SECTION 11. ADJUSTMENTS UPON
CHANGES IN CAPITALIZATION .
11.1 Adjustment of Shares
.
The aggregate number and class of
shares for which Options may be granted under the Plan, the number
and class of shares covered by each outstanding Option and the
exercise price per share thereof (but not the total price), shall
all be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a split-up
or consolidation of shares or any like capital adjustment, or the
payment of any stock dividend (not including the stock dividend
approved by the Board of Directors of Immunex on February 23,
1999).
11.2 Cash, Stock or Other
Property for Stock .
Except as provided in Article I,
Section 11.3, upon a merger (other than a merger of the
Company in which the holders of Common Stock immediately prior to
the merger have the same proportionate ownership of Common Stock in
the surviving corporation immediately after the merger),
consolidation, acquisition of property or stock, separation,
reorganization (other than a mere reincorporation or the creation
of a holding company) or liquidation of the Company, as a result of
which the stockholders of the Company receive cash, stock or other
property in exchange for or in connection with their shares of
Common Stock, any Option granted hereunder shall terminate, but the
Optionee shall have the right immediately prior to any such merger,
consolidation, acquisition of property or stock, liquidation or
reorganization to exercise such Option in whole or in part whether
or not the vesting requirements set forth in the Option agreement
have been satisfied.
11.3 Conversion of Options on
Stock for Stock Exchange .
If the stockholders of the Company
receive capital stock of another corporation (“Exchange
Stock”) in exchange for their shares of Common Stock in any
transaction involving a merger (other than a merger of the Company
in which the holders of Common Stock immediately prior to the
merger have the same proportionate ownership of Common Stock in the
surviving corporation immediately after the merger), consolidation,
acquisition of property or stock, liquidation or reorganization
(other than a mere reincorporation or the creation of a holding
company), the Company and the corporation issuing the
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Exchange Stock, in their sole discretion, may
determine that all Options granted hereunder shall be converted
into options to purchase shares of Exchange Stock instead of
terminating in accordance with the provisions of Article I,
Section 11.2. The amount and price of converted options shall
be determined by adjusting the amount and price of the Options
granted hereunder in the same proportion as used for determining
the number of shares of Exchange Stock the holders of the Common
Stock receive in such merger, consolidation, acquisition of
property or stock, liquidation or reorganization. Unless
accelerated by the Board, the vesting schedule set forth in the
Option agreement shall continue to apply to the options granted for
the Exchange Stock. The aggregate number and kind of shares for
which options may be granted under this Plan shall be
proportionately adjusted in the event of such merger,
consolidation, acquisition of property or stock, liquidation or
reorganization.
11.4 Fractional Shares
.
In the event of any adjustment in
the number of shares covered by any Option, any fractional shares
resulting from such adjustment shall be disregarded and each such
Option shall cover only the number of full shares resulting from
such adjustment.
11.5 Determination of Board to Be
Final .
All Article I, Section 11
adjustments shall be made by the Plan Administrator, and its
determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive. Unless an Optionee
agrees otherwise, any change or adjustment to an Incentive Stock
Option shall be made in such a manner so as not to constitute a
“modification” as defined in Section 424(h) of the
Code and so as not to cause his or her Incentive Stock Option
issued hereunder to fail to continue to qualify as an
“incentive stock option” as defined in
Section 422(b) of the Code.
11.6 Limitations .
The grant of Options shall in no way
affect the Company’s right to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.
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SECTION 12. AMENDMENT AND TERMINATION OF
PLAN .
12.1 Amendment of Plan
.
The Plan may be amended only by the
Board in such respects as it shall deem advisable; provided
, however , that to the extent required for compliance with
Section 422 of the Code or any applicable law or regulation,
stockholder approval shall be required for any amendment that would
(a) increase the total number of shares available for issuance
under the Plan, (b) modify the class of persons eligible to
receive Options, or (c) otherwise require stockholder approval
under any applicable law or regulation. Any amendment made to the
Plan that would constitute a “modification” to
Incentive Stock Options outstanding on the date of such amendment
shall not, without the consent of the Optionee, be applicable to
such outstanding Incentive Stock Options but shall have prospective
effect only.
12.2 Termination of Plan
.
The Board may suspend or terminate
the Plan at any time. The Plan shall have no fixed expiration date;
provided , however , that no Incentive Stock Options
may be granted more than 10 years after the later of (a) the
Plan’s adoption by the Board of Directors of Immunex and
(b) the adoption by the Board of Directors of Immunex of any
amendment to the Plan that constitutes the adoption of a new plan
for purposes of Section 422 of the Code.
12.3 Consent of Optionee
.
The amendment or termination of the
Plan or the amendment of an outstanding Option shall not, without
the Optionee’s consent, impair or diminish any rights or
obligations under any Option theretofore granted to the Optionee
under the Plan. Except as otherwise provided in the Plan, no
outstanding Option shall be terminated without the consent of the
Optionee. Any change or adjustment to an outstanding Incentive
Stock Option shall not, without the consent of the Optionee, be
made in a manner so as to constitute a “modification”
that would cause such Incentive Stock Option to fail to continue to
qualify as an Incentive Stock Option.
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SECTION 13. GENERAL .
13.1 Evidence of Options
.
Options granted under the Plan shall
be evidenced by a written instrument that shall contain such terms,
conditions, limitations and restrictions as the Plan Administrator
shall deem advisable and that are not inconsistent with the
Plan.
13.2 No Individual Rights
.
Nothing in the Plan or any Option
granted under the Plan shall be deemed to constitute an employment
contract or confer or be deemed to confer on any Optionee any right
to continue in the employ of, or to continue any other relationship
with, the Company or any Related Corporation or limit in any way
the right of the Company or any Related Corporation of the Company
to terminate an Optionee’s employment or other relationship
at any time, with or without Cause.
13.3 Registration
.
Notwithstanding any other provision
of the Plan, the Company shall have no obligation to issue or
deliver any shares of Common Stock under the Plan or make any other
distribution of benefits under the Plan unless such issuance,
delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the Securities
Act), and the applicable requirements of any securities exchange or
similar entity.
The Company shall be under no
obligation to any Optionee to register for offering or resale or to
qualify for exemption under the Securities Act, or to register or
qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created
by, the Plan, or to continue in effect any such registrations or
qualifications if made. The Company may issue certificates for
shares with such legends and subject to such restrictions on
transfer and stop-transfer instructions as counsel for the Company
deems necessary or desirable for compliance by the Company with
federal and state securities laws.
To the extent that the Plan or any
instrument evidencing an Option provides for issuance of stock
certificates to reflect the issuance of shares of Common
Stock,