Exhibit 10.2
GRANT OF NONQUALIFIED STOCK
OPTION
(EX-U.S.)
, Amgen Inc. Stock
Optionee:
AMGEN INC., a Delaware corporation
(the “ Company ”), pursuant to its Director
Equity Incentive Program (the “Program”) under the
Amended and Restated 1991 Equity Incentive Plan (the “
Plan ”), has this day granted to you, the optionee
named above, an option to purchase
shares of the $.0001 par value common stock of the Company (“
Common Stock ”) pursuant to the terms hereof. 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
”).
The provisions of your option are as
follows:
1. [Subject to the limitations
contained herein, this option shall vest on [ 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 of the Company (as
that term is defined in the Plan).]
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 , payment of the exercise price may be made by delivery
of already-owned shares of Common Stock of a value equal to the
exercise price of the shares of Common Stock for which this option
is being exercised. The already-owned shares must have been owned
by you for the period required to avoid a charge to the
Company’s reported earnings 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 U.S. Securities Act of 1933, as amended (the
“ 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
Act.
[4. The term of this option
commences on the date hereof and, unless sooner terminated pursuant
to the Plan, terminates on
(which date shall be no more than seven (7) years from the
date this option is granted).]
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[4. The term of this option commences on the
date hereof and, unless sooner terminated pursuant to the Plan,
terminates on
(which date shall be no more than seven (7) years from the
date this option is granted). If termination of your relationship
as a director of the Company is 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
section 5 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 the option by
the optionee named above to a Trust or an Alternate Payee (in each
case, as defined in and pursuant to the terms of the
Plan).
7. This option is exercisable during
your life only by you, except that, to the extent the option or any
portion thereof is transferred to an Alternate Payee or a Trust in
accordance with the terms of the Plan 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.
9. Any notices provided for in this
option 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.
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10.
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In accepting
this option, you acknowledge that:
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(a) 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;
(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 of Common Stock is unknown and cannot be
predicted with certainty;
(f) if the underlying shares of
Common Stock do not increase in value, this option will have no
value; if you exercise this option and obtain shares of Common
Stock, 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 a 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.
12. 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 of
Common Stock. You are hereby advised to consult your own personal
tax, legal and financial advisors regarding your participation in
the Plan before taking any action related to the Program and
Plan.
13. (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 of the Company for the exclusive purpose of
implementing, administering and managing your participation in the
Program and Plan.
(b) You understand that the Company
or Affiliates of the Company may hold certain personal information
about you, including, without limitation, your name, home address
and
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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 UBS Financial Services, Inc. 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 Belgium. You
understand that you may request a list with the names and addresses
of any potential recipients of the Data by contacting the Company.
You authorize the Company, Affiliates of the Company, UBS Financial
Services, Inc. and any other possible recipients which may assist
the Company (presently or in the future) with implementing,
administering, and managing your participation in the Program and
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 Program
and 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 the Company. You understand that refusal or
withdrawal of consent may affect your ability to participate in the
Program and Plan. For more information on the consequences of your
refusal to consent or withdrawal of consent, you understand that
you may contact the Company.
14. If you have received this option
or any other document related to the Program and Plan translated
into a language other than English and if the meaning of the
translated version differs from the English version, the English
version shall control.
15. The Company may, in its sole
discretion, decide to deliver any documents related to current or
future participation in the Program and Plan by electronic means.
You hereby consent to receive such documents by electronic delivery
and agree to participate in the Program and Plan through an online
or electronic syst
