Exhibit 10.7
GRANT OF NON-QUALIFIED STOCK
OPTION
(Director Equity Incentive
Program)
__________________, Amgen Inc. Stock
Optionee:
AMGEN INC., a Delaware corporation
(the “Company”), pursuant to its Amgen 2009 Director
Equity Incentive Program (the “Program”), which
implements the Amgen Inc. 2009 Equity Incentive Plan (the
“Plan”), has this day granted to you, the optionee
named above, an option (this “Option”) to purchase
______ shares of the $.0001 par value common stock of the Company
(“Shares”) pursuant to the terms of this Grant of Stock
Option, including any appendix hereto (as further described in
Section 21 below) containing special terms and conditions
applicable to your country (collectively, this
“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 and/or the Program.
The provisions of your option are as
follows:
1. [select vesting schedule based
on Director’s length of service] [Subject to the
limitations contained herein, this Option shall vest on [ grant
date ] (the “Grant Date”). [Subject to the
provisions contained herein, this Option shall vest on [ one
year from grant date ], provided that from the date of grant of
this Option through the vesting date, you have continuously served
as a Non-Employee Director as that term is defined in the Plan) of
the Company.]
2. (a) The per-share exercise price
of this Option is $
, being not less than the Fair Market Value of the Common Stock on
the date of grant of this Option.
(b) 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 become exercisable by you.
However, if at the time of exercise, the Company’s Common
Stock is publicly traded and quoted regularly in the Wall Street
Journal and you are in the United States, 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
consequences 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.
3. 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.
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[select section 4 with acceleration provisions
if option not fully vested at date of grant]
[4. The term of this Option
commences on the date hereof and, unless sooner terminated pursuant
to the Program or the Plan, terminates on _________ (which date
shall be no more than ten (10) years from the date this Option
is granted).]
4. The term of this Option commences
on the date hereof and, unless sooner terminated pursuant to the
Program or the Plan, terminates on _________ (which date shall be
no more than _____ (__) years from the date this Option is
granted). If you cease to be an Eligible Director due to
a) your permanent and total disability (as certified by an
independent medical advisor appointed by the Company prior to such
termination), or (b) your death, then the vesting schedule of
unvested portions of the option will be accelerated by twelve
(12) months for each full year that you have been affiliated
as a director with the Company.
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 above, this option may be exercised
following termination of your relationship as a director of the
Company only as to that number of shares as to which it was
exercisable on the date of such termination provisions of paragraph
1 of this option. For purposes of this option, “termination
of your relationship as a director of the Company” shall mean
the last date you are a Director of the Company.
5. To the extent specified above,
this Option may be exercised by delivering a Notice of Exercise of
Stock Option form, together with the exercise price to the
Secretary of the Company, or to such other person as the Company
may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to
Article 7 of the Plan.
6. This Option is not transferable,
except as set forth below:
(a) By will or the laws of descent
and distribution; and
(b) The transfer of this Option by
you to a Trust or an Alternate Payee (in each case, as defined in
and pursuant to the terms of the Program).
7. This Option is exercisable during
your life only by you, except that, to the extent this Option or
any portion thereof is transferred to an Alternate Payee or a Trust
in accordance with the terms of the Program and Section 6(b)
above, such Alternate Payee or Trust may exercise the Option or
such portion thereof so transferred.
8. This Option is not an employment
or consulting contract and nothing in this Option shall be deemed
to create, in any way whatsoever, any obligation on the part of the
Non-Employee Director on whose behalf the Option right was created,
to continue to serve as a Director of the Company, or of the
Company to continue such Non-Employee Director’s service as a
Director of the Company.
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9. Any notices provided for in this Option, the
Program or the Plan shall be given in writing 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 below or at such other address as you hereafter
designate by written notice to the Company.
10. In accepting this Option, you
acknowledge that:
(a) the Program and Plan are
established voluntarily by the Company, are discretionary in nature
and may be modified, amended, suspended or terminated by the
Company at any time;
(b) the grant of this Option is
voluntary and occasional and does not create any contractual or
other right receive future options, or benefits in lieu of options,
even if options have been granted repeatedly in the
past;
(c) your participation in the
Program and Plan is voluntary;
(d) all decisions with respect to
future grants of options, if any, will be at the sole discretion of
the Company;
(e) the future value of the
underlying Shares is unknown and cannot be predicted with
certainty;
(f) 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
exercise price;
(g) in consideration of this Option,
no claim or entitlement to compensation or damages shall arise from
forfeiture of this Option resulting from termination of your
service as an Eligible Director (for any reason whatsoever and
whether or not in breach of local labor laws) and you irrevocably
release the Company 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;
and
(h) this Option and benefits under
the Program and Plan, if any, will not automatically transfer to
another company in the case of a merger, takeover or transfer of
liability.
11. The Company is not providing any
tax, legal or financial advice, nor is the Company making any
recommendations regarding your participation in the Program and
Plan, or your acquisition or sale of the underlying Shares. You are
hereby advised to consult your own personal tax, legal and
financial advisors regarding your participation in the Program and
Plan before taking any action related to the Program and
Plan.
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12. (a) 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, the Company or Affiliates for the exclusive
purpose of implementing, administering and managing your
participation in the Program and Plan.
(b) You understand that the
Company or its Affiliates may hold certain personal information
about you, including, without limitation, 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 Program and Plan (“Data”). You understand that Data
may be transferred to Merrill Lynch Bank & Trust Co., FSB
(or any successor thereto) or any third parties assisting in the
implementation, administration and management of the Program and
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 in your country.
You understand that you may request a list with the names and
addresses of any potential recipients of
