EXHIBIT
AMGEN INC.
AMENDED AND RESTATED 1987 DIRECTORS' STOCK OPTION PLAN
1. PURPOSE.
(a) The purpose of the 1987 Directors' Stock Option Plan (the
"Plan") is to provide a means by which each director of AMGEN INC.
(the "Company") and its Affiliates, as defined in subparagraph 1(b),
who is not otherwise an employee of the Company or any Affiliate
(each such person being hereafter referred to as a "Non-Employee
Director") may be given an opportunity to purchase stock of the
Company.
(b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company as those terms
are defined in Sections 424(e) and (f), respectively, of the Internal
Revenue Code of 1986, as amended (the "Code").
(c) The Company, by means of the Plan, seeks to retain the
services of persons now serving as Non-Employee Directors of the
Company, to secure and retain the services of persons capable of
serving in such capacity, and to provide incentives for such persons
to exert maximum efforts for the success of the Company.
(d) The Company intends that the options issued under the Plan
not be incentive stock options as that term is used in Section 422 of
the Code.
2. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors
(the "Board") of the Company unless and until the Board delegates
administration to a committee, as provided in subparagraph 2(c).
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To construe and interpret the Plan and options granted
under it, and to establish, amend and revoke rules and regulations
for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan or in
any option agreement, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.
(2) To amend the Plan as provided in paragraph 11.
(3) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best
interests of the Company.
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(c) The Board may delegate administration of the Plan to a
committee composed of not fewer than two (2) members of the Board
(the "Committee"). If administration is delegated to a Committee,
the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, subject,
however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board
the administration of the Plan.
3. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of paragraph 10 relating to
adjustments upon changes in stock, the stock that may be sold
pursuant to options granted under the Plan shall not exceed in the
aggregate one million eight hundred thousand (1,800,000) shares of
the Company's common stock. If any option granted under the Plan
shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not purchased under such option
shall again become available for the Plan.
(b) The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.
4. ELIGIBILITY.
Options shall be granted only to Non-Employee Directors of the
Company, or an affiliate of such Non-Employee Directors.
5. NON-DISCRETIONARY GRANTS.
(a) On January 27 of each year commencing January 27, 1992,
each person who is at that time a Non-Employee Director of the
Company, or an affiliate of such Non-Employee Director, shall
automatically be granted under the Plan, without further action by
the Company, the Board, or the Company's stockholders, an option to
purchase three thousand five hundred (3,500) shares of common stock
of the Company on the terms and conditions set forth herein. The
number of shares to be granted hereunder shall not be adjusted as
provided for in subparagraph 10(a), but, however, shall be adjusted
by multiplying by a fraction, the numerator of which is forty dollars
($40.00) per share and the denominator of which is the fair market
value of the common stock of the Company on the date of grant. The
number of shares granted pursuant to this subparagraph 5(a) shall be
rounded to the nearest one hundred (100) shares (rounding up if 50
shares); notwithstanding the foregoing, the number of shares that
shall be granted pursuant to this subparagraph 5(a) shall not be less
than two thousand (2,000) nor shall it exceed five thousand (5,000)
shares. The option shall be on the terms and conditions set forth
herein and 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.
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(b) Each person who, after January 27 of any year commencing
January 27, 1991 and prior to November 1 of any year, becomes a Non-
Employee Director, or an affiliate of such Non-Employee Director,
shall, upon the date he or such affiliate becomes a Non-Employee
Director, automatically be granted under the Plan, without further
action by the Company, the Board, or the Company's stockholders, an
option to purchase three thousand five hundred (3,500) shares of
common stock of the Company on the terms and conditions set forth
herein. The number of shares to be granted hereunder shall not be
adjusted as provided for in subparagraph 10(a), but, however, shall
be adjusted by multiplying by a fraction, the numerator of which is
forty dollars ($40.00) per share and the denominator of which is the
fair market value of the common stock of the Company on the date of
grant. The number of shares granted pursuant to this subparagraph
5(b) shall be rounded to the nearest one hundred (100) shares
(rounding up if 50 shares); notwithstanding the foregoing, the number
of shares that shall be granted pursuant to this subparagraph 5(b)
shall not be less than two thousand (2,000) nor shall it exceed five
thousand (5,000) shares. The option shall be on the terms and
conditions set forth herein and 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.
6. OPTION PROVISIONS.
Each option shall be in such form and shall contain such terms
and conditions as the Board or the Committee shall deem appropriate.
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:
(a) The term of each option shall be ten (10) years from the
date it was granted.
(b) The exercise price of each option shall be one hundred
percent (100%) of the fair market value of the stock subject to such
option on the date such option is granted.
(c) The purchase price of 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) 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 their fair market value on
the date of exercise. Options granted under the Plan that are
outstanding on April 2, 1991, shall be amended to include the right
to exercise with common stock of the Company as provided for in this
subparagraph 6(c).
(d) An option granted to a natural person shall be exercisable
during the lifetime of such person only by such person, provided that
such person during such person's lifetime may designate an affiliate
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of such person to be such person's beneficiary with respect to the
Option, and such beneficiary shall, after the death of the person to
whom the Option was granted, have all of the rights that such person
had while living, including the right to exercise the Option. In the
absence of such designation, after the death of the person to whom
the Option is granted, the Option shall be exercisable by the person
or persons to whom the optionee's rights under such Option pass by
will or by the laws of descent and distribution.
(e) An option shall not vest with respect to each optionee (i)
unless the optionee, or the affiliate of such optionee, as the case
may be, has, at the date of grant, provided three (3) years of prior
continuous service as a Non-Employee Director, or (ii) until the date
upon which such optionee or the affiliate of such optionee, as the
case may be, has provided one year of continuous service as a Non-
Employee Director following the date of grant of such option,
whereupon such option shall become fully exercisable in accordance
with its terms, provided that, if the optionee, or the affiliate of
such optionee, as the case may be, has, at the date of grant,
provided three (3) years of prior continuous service as a Non-
Employee Director, such option shall not become exercisable for six
(6) months after the date of grant (even though such option shall be
fully vested as of the date of grant).
(f) The Company may require any optionee, or any person to whom
an option is transferred under subparagraph 6(d), as a condition of
exercising any such option: (1) to give written assurances
satisfactory to the Company as to the optionee's knowledge and
experience in financial and business matters; and (2) to give written
assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise
distributing the stock. These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) 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 of 1933, as amended (the "Securities Act"),
or (ii), 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 laws.
(g) Subject to the last sentence of this subparagraph 6(g),
each option granted after April 2, 1991, under the Plan shall include
and all outstanding options under the Plan on April 2, 1991 shall be
amended to include a provision entitling the optionee to a further
option (a "Reload Option") in the event the optionee exercises the
option evidenced by the option grant, in whole or in part, by
surrendering other shares of common stock of the Company in
accordance with the Plan and the terms of the option grant. Any such
Reload Option (i) shall be for a number of shares equal to the number
of shares surrendered as part or all of the exercise price of the
original option; (ii) shall have an expiration date which is the same
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as the expiration date of the original option; and (iii) shall have
an exercise price which is equal to one hundred percent (100%) of the
fair market value of the common stock subject to the Reload Option on
the date of exercise of the original option. Any such Reload Option
shall be subject to the availability of sufficient shares under
subparagraph 3(a). There shall be no Reload Option on a Reload
Option.
7. COVENANTS OF THE COMPANY.
(a) During the terms of the options granted under the Plan, the
Company shall keep available at all times the number of shares of
stock required to satisfy such options.
(b) The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority
as may be required to issue and sell shares of stock upon exercise of
the options granted under the Plan; provided, however, that this
undertaking shall not require the Company to register under the
Securities Act either the Plan, any option granted under the Plan, or
any stock issued or issuable pursuant to any such option. If the
Company is unable to obtain from any such regulatory commission or
agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company
shall be relieved from any liability for failure to issue and sell
stock upon exercise of such options unless and until such authority
is obtained.
8. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to options granted
under the Plan shall constitute general funds of the Company.
9. MISCELLANEOUS.
(a) Neither an optionee nor any person to whom an option is
transferred under subparagraph 6(d) shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any
shares subject to such option unless and until such person has
satisfied all requirements for exercise of the option pursuant to its
terms.
(b) Throughout the term of any option granted pursuant to the
Plan, the Company shall make available to the holder of such option,
not later than one hundred twenty (120) days after the close of each
of the Company's fiscal years during the option term, upon request,
such financial and other information regarding the Company as
comprises the annual report to the stockholders of the Company
provided for in the by-laws of the Company and such other information
regarding the Company as the holder of such option may reasonably request.
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10. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the stock subject to the Plan, or
subject to any option granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in
corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan and outstanding options will
be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and
price per share of stock subject to outstanding options; provided,
that the minimum and maximum number of shares of common stock to be
granted as provided for in subparagraphs 5(a) and 5(b) shall not be
adjusted for any stock split, combination of shares or common stock
dividend. Such adjustments shall be made by the Board, the
determination of which shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be
treated as a "transaction not involving the receipt of consideration
by the Company".)
(b) Notwithstanding anything to the contrary in this Plan, in
the event of a Change in Control (as hereinafter defined), then, to
the extent permitted by applicable law: (i) the time during which
options become vested shall automatically be accelerated so that the
unvested portions of all options shall be vested prior to the Change
in Control and (ii) the time during which the options may be
exercised shall automatically be accelerated to prior to the Change
of Control. Upon or after the acceleration of the vesting and
exercise periods, at the election of the holders of the options, the
options may be: (x) exercised or, if the surviving or acquiring
corporation agrees to assume the options or substitute similar
options, (y) assumed; or (z) replaced with substitute options.
Options not exercised, substituted or assumed prior to or upon the
Change in Control shall be terminated.
(c) For purposes of the Plan, a "Change of Control" shall
be deemed to have occurred at any of the following times:
(i) Upon the acquisition (other than from the
Company) by any person, entity or "group," within the meaning of
Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934
as amended (the "Exchange Act") (excluding, for this purpose, the
Company or its affiliates, or any employee benefit plan of the
Company or its affiliates which acquires beneficial ownership of
voting securities of the Company), of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of
fifty percent (50%) or more of either the then outstanding shares of
Common Stock or the combined voting power of the Company's then
outstanding voting securities entitled to vote generally in the
election of directors; or
(ii) At the time individuals who, as of October 23,
1995, constitute the Board (the "Incumbent Board") cease for any
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reason to constitute at least a majority of the Board, provided that
any person becoming a director subsequent to October 23, 1995, whose
election, or nomination for election by the Company's stockholders,
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an election or nomination
of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the
election of the Directors of the Company, as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
shall be, for purposes of the Plan, considered as though such person
were a member of the Incumbent Board; or
(iii) Immediately prior to the consummation by the
Company of a reorganization, merger, consolidation, (in each case,
with respect to which persons who were the stockholders of the
Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than fifty
percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities) or a
liquidation or dissolution of the Company or of the sale of all or
substantially all of the assets of the Company.
11. AMENDMENT OF THE PLAN
(a) The Board at any time, and from time to time, may amend the
Plan and/or some or all outstanding options granted under the Plan;
provided, however, that the Board shall not amend the Plan more than
once every six months with respect to the provisions of the Plan
relating to the amount, price, and timing of grants, other than to
comply with changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
(b) Rights and obligations under any option granted before
amendment of the Plan shall not be impaired by any amendment of the
Plan, except with the consent of the person to whom the option was
granted.
12. TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate ten (10) years
from the date the Plan is adopted by the Board. No options may be
granted under the Plan while the Plan is suspended or after it is
terminated.
(b) Rights and obligations under any option granted while the
Plan is in effect shall not be impaired by suspension or termination
of the Plan, except with the consent of the person to whom the option
was granted.
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13. EFFECTIVE DATE OF PLAN.
The Plan became effective as of January 27, 1987. No options
granted under the Plan as the result of the amendments on July 24,
1990 and April 2, 1991 shall be exercisable unless and until said
amendment is approved by the stockholders of the Company, and to the
extent required or necessary under applicable law, amendments made on
April 2, 1991 shall not be effective until approved by the
stockholders of the Company.
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