Exhibit 10.47
PROMISSORY NOTE
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$1,000,000.00
1. Promise to Pay.
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For value received, I, George J. Morrow ("Staff Member"), a married man,
and I, Katherine D. Morrow, wife of Staff Member, promise to pay to the
order of Amgen Inc., a Delaware corporation ("Payee"), at its office at One
Amgen Center Drive, Thousand Oaks, CA 91320-1789, the sum of One Million
Dollars and No Cents ($1,000,000.00) (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, 2001 (the
"initial rate") is 5.00% per annum on the unpaid Principal. After December
31, 2001 the interest rate on this Note shall change as set forth below.
2. Adjustable Interest Rate.
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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 8.00% 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.
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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 Two
Thousand Eighty-Three Dollars and Thirty-Three Cents ($2,083.33) 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 04/15/01; the second
installment shall be on 04/30/01; 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.
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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.
One Amgen Center Drive
Thousand Oaks, California 91320-1789
Attention: Accounting Manager
6. Attorneys' Fees.
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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.
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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.
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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
5053 Royal Vista Court, Thousand Oaks, CA 91362 whose property description
is as follows: Lot 86 of Tract No. 4256, in the City of Thousand Oaks,
County of Ventura, State of California, as per map recorded in Book 111
Pages 42-63 of Maps in the office of the county recorder of said county.
Except all oil, gas and other hydrocarbon substances lying within and under
that portion of said land lying below a depth of 500 feet, measured
vertically from the surface of said land, without however, any right to
enter upon the surface of said land nor into that portion of the subsurface
thereof lying above a depth of 500 feet, measured vertically from said
surface.
9. Acceleration.
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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 8.00% 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.
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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.
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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.
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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 has/have executed and delivered this Note as
of the 11th day of March, 2001.
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/s/ George J. Morrow
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George J. Morrow
/s/ Katherine D. Morrow
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Katherine D. Morrow