EXHIBIT
PROMISSORY NOTE
$400,000.00
1. Promise to Pay.
For value received, I, Stan Benson ("Staff Member"), a married
man, and I, Joann M. Benson, wife of Staff Member, promise to pay
to the order of Amgen Inc., a Delaware corporation ("Payee"), at
its office at Amgen Center, Thousand Oaks, CA 91320-1789, the
sum of Four Hundred Thousand Dollars ($400,000.00) (the
"Principal"), payable in full on the earlier of five (5) years
from date of execution of this Note or thirty (30) days from the
date on which Staff Member ceases to be an employee of Payee,
whichever first occurs, together with interest on the Principal
from the date of this Note until such date as the Note is paid in
full. Interest on this Note shall be computed as set forth
below. The interest rate for the period from the date of this
Note through December 31, 1996 (the "initial rate") is 4.1% per
annum on the unpaid Principal. After December 31, 1996 the
interest rate on this Note shall change as set forth below.
2. Adjustable Interest Rate.
The interest rate shall be adjusted annually on January 1 of each
year (the "Change Date") so as to equal the average interest rate
designated as the "Introduction Rates" on adjustable rate loans
as publicly offered by the banks and savings and loans in
California as published by the Los Angeles Times in its Sunday
edition. The rate shall be set using the rates published in the
Los Angeles Times on the Sunday immediately preceding the Change
Date. In the event that the "Introduction Rates" list is not
published in the Los Angeles Times for any reason, then, in such
event, the Payee shall establish the interest rate based on a
survey by it of the introductory interest rates on adjustable
loans offered by no fewer than five banking institutions located
in Southern California that the Payee, in its sole discretion,
deems representative of banking institutions in the Ventura and
Los Angeles County areas. Payee shall give Staff Member notice
if the interest rate shall be determined using this alternative
method. Notwithstanding the foregoing, the interest rate shall
never be increased or decreased on any single Change Date by more
than one
percentage point from the interest rate for the preceding 12
months. At no time during the term of this Note shall the annual
interest rate exceed 7.1% per annum.
Payee shall deliver or mail to Staff Member a notice of any
changes in the adjustable interest rate on this Note and the
amount of the Staff Member's semi-monthly payroll deductions
before the effective date of any change. The notice shall
include information required by law to be given to Staff Member
and also the title and telephone number of a person who shall
answer any questions Staff Member may have regarding the notice.
3. Salary Deduction.
The interest on this Note shall be payable by semi-monthly
deductions from Staff Member's salary. The amount of such
deductions shall initially be Six Hundred Eighty-Three and 33/100
Dollars ($683.33) per installment; provided, however, that the
manner of payment of this Note shall not be limited to deductions
from Staff Member's salary. The amount of such deductions shall
be adjusted annually concurrently with any adjustment in the
interest rate on this Note to ensure that interest to be incurred
during the ensuing calendar year shall be paid in twenty-four
(24) equal payments. The first such installment shall be on
March 31, 1996; the second installment shall be on April 15,
1996; and each successive installment shall be on the fifteenth
and last days of each successive month until the Principal is
repaid. Payee shall give Staff Member at least seven (7) days
advance notice of any adjustment in the amount of said payroll
deductions. Staff Member acknowledges and agrees that by
executing this Note, Staff Member agrees to the payroll
deductions described in this Note.
4. Option to Convert.
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At the end of the term of this Note, Staff Member shall have the
option to seek to convert this loan to a loan amortized over an
additional five-year period by executing a new Promissory Note at
terms to be mutually agreed upon by Staff Member and Payee. In
the event that Staff Member and Payee are unable to reach
agreement on such terms, this Note shall become immediately due
and payable.
5. Prepayment.
Staff Member may prepay without penalty this Note in whole or in
part at any time. Any and all payments or prepayments under this
Note may be made by Staff Member to Payee at the following
address (or such other address as it designates in writing to
Staff Member):
AMGEN INC.
Amgen Center
Thousand Oaks, California 91320-1789
Attention: Accounting Manager
6. Attorneys' Fees.
Staff Member agrees to pay all costs and expenses, including,
without limitation, collection agency fees and expenses,
reasonable attorneys' fees, costs of suit and costs of appeal,
which Payee may incur in the exercise, preservation or
enforcement of its right, powers and remedies hereunder, or under
any documents or instruments securing this Note, or under law.
7. Modification of Terms.
Payee may, with or without notice to Staff Member, cause
additional parties to be added to this Note, or release any party
to this Note, or revise, extend, or renew the Note, or extend the
time for making any installment provided for by this Note, or
accept any installment in advance, all without affecting the
liability of Staff Member. Staff Member may not assign or
transfer in any manner whatsoever this Note or any of Staff
Member's obligations under this Note.
8. Security Interest.
The purpose of this loan is to purchase a personal residence.
Staff Member shall secure this loan by executing and causing to
be filed, immediately upon close of escrow, a trust deed on this
residence, commonly known as 5603 Greyfeather Court, Westlake
Village, California 91362 whose property description is as
follows:
Lot 293 of Tract No. 3507-4, in the City of Thousand Oaks, as per
map recorded in Book 97, Page 18 of Maps, in the office of the
County Recorder of Ventura County, California.
9. Acceleration.
A) In the event Staff Member fails to pay when due any sums under
this Note, then:
(1) the entire unpaid balance of this Note shall, at the option
of the Payee hereof, immediately become due and payable in full
and unpaid Principal thereafter shall bear interest at the
lesser of the maximum rate permitted by law or at the rate of
7.1% per annum; and
(2) Staff Member authorizes Payee to deduct any sums due to
Payee under this Note from any monies, including any wages due,
otherwise owing to Staff Member.
B) If Staff Member sells the residence which is purchased with
the funds herein provided, this Note shall immediately become due
and payable upon the sale of such residence.
10. Waiver of Rights by Staff Member.
Staff Member waives (1) presentment, demand, protest, notice of
dishonor and/or protest and notice of non-payment; (2) the right,
if any, to the benefit of, or to direct the application of, any
security hypothecated to Payee until all indebtedness of Staff
Member to Payee, however arising, has been paid; and (3) the
right to require the Payee to proceed against any party to this
Note, or to pursue any other remedy in Payee's power. Payee may
proceed against Staff Member directly and independently of any
other party to this Note, and the cessation of the liability of
any other party for any reason other than full payment, or any
revision, renewal, extension, forbearance, change of rate of
interest, or acceptance, release or substitution of security, or
any impairment or suspension of Payee's remedies or rights
against any other party, shall not in any way affect the
liability of Staff Member.
11. Obligations of Persons Under this Note.
If more than one person signs this Note, each person is fully and
personally obligated to keep all of the promises made in this
Note, including the promise to pay the full amount owed. Any
person who is a guarantor, surety, or endorser of this Note is
also obligated to do these things. Any person who takes
over these obligations, including the obligations of a guarantor,
surety or endorser of this Note, is also obligated to keep all of
the promises made in this Note. Payee may enforce its rights
under this Note against each person individually or against all
of the signatories to this Note. This means that any one of the
signatories to this Note may be required to pay all of the
amounts owed under this Note.
12. Governing Law.
This Note and the obligations under this Note of Staff Member or
any other signatory to this Note shall be governed by and
interpreted and determined in accordance with the laws of the
State of California as applied to contracts between California
residents entered into and to be performed entirely within said
State.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Note as of the 19th day of March, 1996.
/s/ Stan Benson
____________________
STAN BENSON
/s/ Joann M. Benson
____________________
JOANN M. BENSON