Exhibit 10.6
AMGEN INC. 2009 DIRECTOR EQUITY
INCENTIVE PROGRAM
(Effective March 3, 2009)
ARTICLE I
PURPOSE
The purpose of this document is to
set forth the general terms and conditions applicable to the Amgen
2009 Director Equity Incentive Program (the “ Program
”) established by the Board of Directors of Amgen Inc. (the
“ Company ”) pursuant to the Company’s
2009 Equity Incentive Plan, as amended (the “ 2009
Plan ”). The Program is intended to carry out the
purposes of the 2009 Plan and provide a means to reinforce
objectives for sustained long-term performance and value creation
by awarding each Non-Employee Director of the Company with stock
awards, subject to the restrictions and other provisions of the
Program and the 2009 Plan. The Program shall be effective as of the
date the 2009 Plan is approved by the Board of Directors of the
Company (the “ Effective Date ”).
ARTICLE II
DEFINITIONS
Unless otherwise defined herein,
capitalized terms used herein shall have the meanings assigned to
such terms in the 2009 Plan.
“ Alternate Payee
” shall mean the spouse, former spouse or child of an
Eligible Director.
“ Award ” shall
mean an Option or a Restricted Stock Unit granted to an Eligible
Director pursuant to the Program.
“ Board ” shall
mean the Board of Directors of the Company.
“ Code ” shall
mean the Internal Revenue Code of 1986, as amended from time to
time, together with the regulations and official guidance
promulgated thereunder.
“ Common Stock ”
shall mean the common stock, par value $0.0001 per share, of the
Company.
“ Eligible Director
” shall mean a member of the Board who is not an employee of
the Company or any Affiliate.
“ Non-Qualified Stock
Option ” or “ NQSO ” shall mean a
stock option which does not qualify as an incentive stock option as
that term is used in Section 422 of the Code.
“ Option ” shall
mean a Non-Qualified Stock Option granted to an Eligible Director
pursuant to the Program.
“ QDRO ” shall
mean a court order (i) that creates or recognizes the right of
the spouse, former spouse or child of an individual who is granted
an Award to an interest in such Award relating to marital property
rights or support obligations and (ii) that the Board
determines would be a “qualified domestic relations
order,” as that term is defined in Section 414(p) of the
Code and Section 206(d) of the Employee Retirement Income
Security Act (“ ERISA ”), but for the fact that
the Program is not a plan described in Section 3(3) of
ERISA.
“ Restricted Stock Unit
” shall mean a restricted right to receive a share of Common
Stock granted pursuant to Article IV.
ARTICLE III
STOCK OPTIONS
3.1 Inaugural Grants . Each
person who becomes an Eligible Director after the Effective Date
shall, on the date which is two business days after the release of
the Company’s quarterly or annual earnings next following the
date such person first becomes an Eligible Director, automatically
be granted, without further action by the Company, the Board, or
the Company’s stockholders, an Option to purchase twenty
thousand (20,000) shares of Common Stock on the terms and
conditions set forth herein. Should the date of grant set forth
above be a Saturday, Sunday or legal holiday, such grant shall be
made on the next business day.
3.2 Annual Grants . On the
date which is two business days after the release of the
Company’s quarterly earnings for the first fiscal quarter of
each year after the Effective Date, each person who is at that time
an Eligible Director shall automatically be granted, without
further action by the Company, the Board, or the Company’s
stockholders, an Option to purchase five thousand
(5,000) shares of Common Stock on the terms and conditions set
forth herein. Should the date of grant set forth above be a
Saturday, Sunday or legal holiday, such grant shall be made on the
next business day.
3.3 Terms of Options
.
(a) Each Option granted pursuant to
the Program shall constitute a Non-Qualified Stock Option under the
2009 Plan. The provisions of separate Options need not be
identical, but each Option shall include (through incorporation of
provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions as set forth in this
Section 3.3 and Articles 6 and 7 of the 2009 Plan.
(b) No Option shall be exercisable
after the expiration of ten (10) years from the date it was
granted.
(c) The exercise price of each
Option shall be not less than one hundred percent (100%) of
the fair market value of the Common Stock subject to the Option on
the date the Option is granted.
2
(d) 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 Board, 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 such period of
time as may be required in order to avoid adverse accounting
consequences, or (B) in any other form of legal consideration
that may be acceptable to the Board 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.
(e) An Option shall be exercisable
during the lifetime of the Eligible Director only by the Eligible
Director, and after the death of the Eligible Director, the Option
shall be exercisable by the person or persons to whom the Eligible
Director’s rights under such option pass by will or by the
laws of descent and distribution.
(f) Each Option that is granted to
an Eligible Director who has as of the date of grant provided three
(3) years of prior continuous service on the Board as an
Eligible Director shall be fully vested as of the date of grant.
Each Option that is granted to an Eligible Director who has not as
of the date of grant provided three (3) years of prior
continuous service as an Eligible Director shall be fully vested as
of the date upon which such Eligible Director has provided one year
of continuous service on the Board as an Eligible Director
following the date of grant of such Option. If the Eligible
Director’s relationship as a director of the Company or an
Affiliate is terminated by reason of the Eligible Director’s
death or disability (within the meaning of Title II or XVI of the
Social Security Act or comparable statute applicable to an
Affiliate and with such permanent and total disability certified by
(i) the Social Security Administration, (ii) the
comparable governmental authority applicable to an Affiliate,
(iii) such other body having the relevant decision-making
power applicable to an Affiliate, or (iv) an independent
medical advisor appointed by the Company, as applicable, prior to
such termination), then the vesting schedule of each Option granted
to such Eligible Director shall be accelerated by twelve months for
each full year the Eligible Director has been affiliated with the
Company and/or an Affiliate.
(g) The Company may require any
holder under this Article III, or any person to whom an Option is
transferred under Section 3.3(e), as a condition of exercising
any such option: (i) to give written assurances satisfactory
to the Company as to such person’s knowledge and experience
in financial and business matters and/or to employ a purchaser
representative who has such knowledge and experience in financial
and business matters, and that such person is capable of
evaluating, alone or together with the purchaser representative,
the merits and risks of exercising the Option; and (ii) to
give written assurances satisfactory to the Company stating that
such person is acquiring the Common Stock subject to the Option for
such person’s own account and not with any present intention
of selling or otherwise distributing the Common Stock. These
requirements, and any assurances given pursuant to such
requirements, shall be inoperative if: (x) the issuance of the
shares upon the exercise of the Option has been registered under a
then currently effective registration statement under the
Securities Act; or (y) as to any particular requirement, a
determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then
applicable securities law.
3
ARTICLE IV
RESTRICTED STOCK
UNITS
4.1 Annual Grants . On the
date which is two business days after the release of the
Company’s quarterly earnings for the first fiscal quarter of
each year after the Effective Date, each person who is at that time
an Eligible Director shall automatically be granted, without
further action by the Company, the Board, or the Company’s
stockholders, Restricted Stock Units to acquire a num
