Exhibit 10.67
March 15, 2002
Joseph P. Miletich, M.D., Ph.D.
210 East Laurier Place
Bryn Mawr, PA 19010
Dear Joe:
Following our discussions over the last several weeks, I am pleased to offer you
the position of Senior Vice President, Research & Preclinical Development,
salary grade E37, reporting to me. In this position you will also serve on
Amgen's Executive Committee.
As Senior Vice President you will assume overall responsibility for directing
Amgen's drug discovery efforts in basic research, as well as supervising
preclinical development activities in support of clinical trials and regulatory
filings. Reporting to you will be Tom Ulich, M.D., Vice President, Preclinical
Development and Protein Therapeutics; David Lacey, M.D., Vice President,
Oncology and Metabolic Disease Research, Mike Gresser, Ph.D., Vice President,
Neuroscience and Inflammation Research; and Nick Lydon, Ph.D., Vice President,
Small Molecule Drug Discovery. Amgen's acquisition of Immunex, with closure
expected sometime during the second half of 2002, will provide us with an
additional world-class facility in Seattle. Although this research site,
directed by Doug Williams, Ph.D., will initially report to me, integration of
this research facility into our overall program, and hence under your direction,
should occur within a year.
Your base salary will be $41,667 per month. You will be entitled to a signing
bonus of $250,000, the net amount of which (less federal and state tax
deductions and other applicable withholdings) will be paid within 30 days of
your start date. If you are not still employed as of the date the bonus is paid,
the bonus will not be considered earned or vested and will not be prorated.
In addition, Amgen will credit $250,000 on your behalf to the Amgen Deferred
Compensation Plan (the "DCP"). The DCP is a non-qualified executive benefit plan
that enables Management Incentive Plan ("MIP") participants to defer, on a
pre-tax basis, a portion of their annual pay, including MIP payments. The DCP
also permits Amgen to credit additional contributions on behalf of staff as a
Company Contribution Amount. This $250,000 contribution will be a Company
Contribution Amount and will be subject to vesting at $125,000 on the first and
second anniversaries, respectively, of your date of employment at Amgen. This
contribution, plus any credited earnings, will be paid to you in four equal
installments on each of the seventh, eighth, ninth and tenth anniversaries,
respectively, of your date of employment at Amgen and will be subject to
applicable tax withholding when paid.
Upon receipt of your acceptance of employment at Amgen, you will be contacted
directly by a member of the Amgen Executive Compensation Group to provide you
with further details of the DCP and to arrange for your enrollment in the plan.
For this enrollment, which must be completed prior to your date of employment at
Amgen, you may elect to defer up to 50% of your 2002 base salary and up to 100%
of your 2002 MIP bonus to be paid also in 2003.
In addition, subject to the approval of the Compensation Committee of the Amgen
Board of Directors, you will be granted the option to purchase 100,000 shares of
Common Stock at a price equal to 100% of
the fair market value on your start date. All of these shares will vest at a
rate of 25% per year for four years, beginning one year from the date of grant,
and the options will expire seven years from the date of grant.
You will be eligible to participate in the Amgen Management Incentive Plan (MIP)
with a target award of 65% of base pay. Performance against pre-established
goals and Amgen's performance will determine your actual incentive each year.
Subject to the terms of the MIP, we would guarantee a prorated 65% of your 2002
earned salary (dependent on your start date in 2002) as a bonus for 2002; and
for 2003, you will be guaranteed $250,000 or the actual results from the MIP,
whichever is greater. You must be actively employed by Amgen on December 31,
2002 and on December 31, 2003 to receive the guaranteed payments for 2002 and
2003, respectively.
Amgen will award you 27,500 shares of restricted stock under Amgen's 1991 Equity
Incentive Plan, in consideration of your payment of the $.0001 per share par
value of the restricted shares (the "Par Value Price"), in the aggregate amount
of $2.75. This grant will vest as follows, contingent upon your being actively
employed with Amgen through each vesting date:
The second anniversary of your start date 5,000 shares
The third anniversary of your start date 7,500 shares
The fourth anniversary of your start date 7,500 shares
The fifth anniversary of your start date 7,500 shares
Upon the termination of your active employment with Amgen, any unvested shares
of restricted stock may be repurchased by Amgen at their Par Value Price, except
that upon termination of your employment due to your "Permanent and Total
Disability," as defined below, or your death, then the vesting of the unvested
shares of restricted stock will be accelerated so that all the restricted stock
will be fully vested as of the date of termination. For the purposes of this
provision only, you shall have incurred a "Permanent and Total Disability" when
such a disability has been certified by the Social Security Administration prior
to the date of termination. Amgen will hold the certificates representing any
unvested shares of restricted stock until the shares vest, at which time Amgen
will issue you a certificate representing the vested shares.
If, within the first three years of your employment with Amgen, either: (i)
Amgen terminates your employment without Cause, as defined below, or (ii) you
resign your employment due to a reduction of your duties or your base salary or
annual target incentive opportunity under the MIP, then you will be entitled to
three years of base salary and target incentive, paid monthly, and health care
coverage unless coverage is obtained from another employer, but only if you sign
a general release form furnished to you by Amgen. If you intend to resign your
employment for reduction of duties or compensation, you must notify the Company
in writing. If Amgen fails to cure or remedy your reason for resignation within
thirty (30) days of its receipt of your notification and you still choose to
resign, you must do so within fifteen (15) days of Amgen's failure to cure or
remedy your reason. If you are also entitled to receive severance benefits under
the Amgen Inc. Change of Control Severance Plan (the "COC Plan") on account of a
termination covered by this provision, you will be paid the greater of the
amount provided above or provided in the COC Plan, but not both amounts.
Solely for the purpose of this provision, "Cause" means (i) your conviction of a
felony, (ii) the engaging by you in conduct that constitutes willful gross
neglect or willful gross misconduct in carrying out your duties to Amgen,
resulting, in either case, in material economic harm to Amgen, unless you
believed in good faith that such conduct was in, or not contrary to, the best
interests of Amgen, (iii) your material
breach of any of the terms of this letter agreement or the Proprietary
Information and Inventions Agreement or (iv) your failure to follow any lawful
directive given by me with respect to your employment. For purposes hereof, no
act, or failure to act, on your part shall be deemed "willful" unless done, or
omitted to be done, by you not in good faith.
By signing this letter, you understand and agree that your employment with Amgen
is at-will. Therefore, your employment can terminate, with or without cause, and
with or without notice, at any time, at your option or Amgen's option, and Amgen
can terminate or change all other terms and conditions of your employment, with
or without cause, and with or without notice, at any time. This at-will
relationship will remain in effect throughout your employment with Amgen Inc. or
any of its subsidiaries or affiliates. This letter constitutes the entire
agreement, arrangement and understanding between you and Amgen on the nature and
terms of your employment with Amgen. This letter supersedes any prior or
contemporaneous agreement, arrangement or understanding on this subject matter.
By executing this letter as provided below, you expressly acknowledge the
termination of any such prior agreement, arrangement or understanding. Also, by
your execution of this letter, you affirm that no one has made any written or
verbal statement that contradicts the provisions of this letter. The at-will
nature of your employment, as set forth in this paragraph, can be modified only
by a written agreement signed by both Amgen's Vice President of Human Resources
and you which expressly alters it. This at-will relationship may not be modified
by any oral or implied agreement or by any Company policies, practices or
patterns of conduct.
You will also have the opportunity to participate in our comprehensive benefits
program. Amgen's excellent health care plan currently includes medical, dental,
and vision coverage for you and your eligible dependents. Amgen currently pays
the major expense for these programs while staff members share through payroll
deductions. Please be advised that in order for you and your dependents to be
eligible for Amgen's medical coverage you must:
1. Report to work at Amgen or another location to which you are required to
travel and perform the regular duties of your employment.
2. Contact the Amgen Benefit Center at Fidelity, 1-877-999-7779, to enroll
within 31 days of your hire date.
3. Meet all other eligibility requirements under the plan.
Amgen's Retirement & Savings 401(k) Plan provides an opportunity for you to save
up to 15% of your pay on a tax-deferred basis. Amgen will also contribute to
your 401(k) account to help you save for your future financial goals. These
benefits, services and programs are summarized in the enclosed brochure called
"A Guide to Your Pay and Benefits."
This offer is contingent upon the completion of the verification of the
information listed on your application for employment at Amgen.
Enclosed and included as part of this offer (Attachment 1) is information
regarding Amgen's Proprietary Information and Inventions Agreement, the
Immigration Reform & Control Act, and a packet of materials entitled
"Arbitration of Disputes" which includes a Mutual Agreement to Arbitrate Claims.
This offer is contingent upon your completing the items described in Attachment
1.
Also enclosed and included, as part of this offer (Attachment 2), is information
about the main points of the relocation assistance that Amgen will provide to
you to relocate to the "local area." The brochures included describe each
component in more detail.
Upon acceptance of this offer, please fill out the attached "Moving Forward ...
With Amgen" acceptance form and fax it to the Relocation Department at (805)
376-9862 to initiate your relocation benefits. Gail Thomas will contact you as
soon as possible to walk you through the process.
Joe, you have made an excellent impression on the staff at Amgen. We are
enthusiastic about the contribution you can make, and we believe that Amgen can
provide you with attractive opportunities for personal achievement and growth. I
look forward to your favorable reply by March 22, 2002. If you accept our offer,
please sign and date the copy of the letter and return it in the enclosed
envelope to John Hillins, along with the completed and signed Proprietary
Information and Inventions Agreement and the Mutual Agreement to Arbitrate
Claims. Please retain the original offer letter for your records. If you have
any questions regarding this offer, please contact John Hillins at (805)
447-7456 or at home over the weekend at (805) 480-3519.
With best regards,
/s/ Roger M. Perlmutter
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Roger M. Perlmutter, M.D., Ph.D.
Executive Vice President
Research & Development
RMP:JH/lf
Enclosures
/s/ Joseph P. Miletich 3/22/02
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Signature of Acceptance Date
April 1, 2002
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Anticipated Start Date
(Please select a Monday start date if possible in order to coincide with our New
Hire Orientation Schedule.)
ATTACHMENT 1
Page 1 of 1
In order to accept our offer you will be required to:
A) Complete, date and sign the Amgen Proprietary Information and
Inventions Agreement and return it with your signed offer letter.
B) Date and sign the enclosed Mutual Agreement to Arbitrate Claims
and return it with your signed offer letter.
C) You will be required to provide Amgen with proof of your identity
and eligibility for employment per requirements of the
Immigration Reform and Control Act of 1986 within 3 (three) days
of hire. Information pertaining to this Act and required proof
are enclosed.
ATTACHMENT 2
Page 1 of 3
RELOCATION ASSISTANCE COVERAGE
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All relocation expense coverage to be provided as a part of your Amgen
employment offer is outlined in this attachment. This relocation expense
coverage is designed to offset most of the cost of your relocation. However, as
a new staff member, it is expected that you will make every effort to reduce or
eliminate relocation expense wherever possible.
Please Note: Upon acceptance of this offer, please fill out the attached "Moving
Forward ... With Amgen" acceptance form and fax it to the Relocation Department
at (805) 376-9862 to initiate your relocation benefits. Gail Thomas will contact
you as soon as possible to walk you through the process.
Marketing Assistance and Home Sale Program
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A Marketing Assistance Program is available to assist in the sale of your
current primary residence. Also, through the Home Sale Program, we will offer
you the opportunity for a third party purchase of your current primary residence
if you are unable to sell your home within 90 days. Under this program, an
interest-free equity bridge loan is available to assist in the purchase of your
new residence. Amgen will pay the seller's normal, non-recurring closing costs
associated with the sale of your home (i.e., real estate commission, title
expense, etc.). For additional information, and to initiate the program contact
the Relocation Coordinator. You must contact the Relocation Coordinator before
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taking any action to sell your home.
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Additionally, if you have your home listed, are actively participating in the
Home Marketing Assistance program and are closing escrow on the purchase of a
home in the new "local area" prior to the sale of your current residence, Amgen
will reimburse up to 3 months of your current mortgage payment and other
reasonable related costs (i.e., utilities, prorated taxes, insurance, etc.).
Homes excluded from eligibility may include but are not limited to: cooperative
apartments, mobile homes, homes with more than two units, vacation or second
homes, homes with excessive acreage, investment properties, homes with
unmarketable titles, homes with E.I.F.S. (synthetic stucco) siding, homes with a
history of water related or structural problems, or homes where environmental
problems (i.e. underground fuel storage tanks, radon, asbestos) exists.
Temporary Living Expenses
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Temporary living lodging expense will be covered for a period of up to 180 days
in Amgen leased lodging units. If you need to stay in the temporary lodging unit
more than 180 days, you will be responsible for the cost of the unit at the
daily rate negotiated by Amgen. Since Amgen has contracted for these temporary
lodging accommodations, there is no need to make arrangements on your own. The
Relocation Coordinator will assist in making these lodging arrangements for you.
One-Way Travel Expenses
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Amgen will reimburse one-way travel expenses for you and your household members
to take residence in the "local area." Amgen will provide a rental car for your
use for a maximum of 14 days. This car
ATTACHMENT 2
Page 2 of 3
may only be operated by you and your spouse, and may only be operated in the
tri-county area (Santa Barbara, Ventura, and Los Angeles). Amgen will not be
responsible for, and will not cover, any damage or injuries resulting from the
operation of the vehicle outside of these parameters. Additionally, if you are
not yet an employee of Amgen when you operate the vehicle, you must accept the
insurance provided through the rental agency. You should contact Dollie or Marta
at 805-447-6110 in Amgen's Corporate Travel Dept. to make your travel
reservations.
Moving Household Goods
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Amgen will arrange for packing, moving, and unpacking of normal household
possessions, including up to two automobiles. Amgen will also pay for up to 180
days storage of household goods, if necessary.
Lump Sum Allowance
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Amgen will provide you with a $3,000.00 lump sum to be used at your discretion,
to cover incidental expenses associated with your move which are not covered in
other sections of relocation coverage. Receipts or other accounting for the use
of this allowance are not required.
Rental Assistance - Security Deposit New Residence
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Amgen will reimburse you for the deposit on a rental property in the new "local
area" in an amount not to exceed the equivalent of one month's rent.
Non-Recurring Home Purchase Closing Costs
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Amgen will reimburse loan origination fees of up to 1% of the mortgage amount
and loan discount points according to the sliding scale below, which is governed
by current mortgage market conditions.
The sliding scale for loan discount points is based upon the prevailing 30/year
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60/day Yield as set by the Federal National Mortgage Association (FNMA), and as
published in the "Money Rates" section Wall Street Journal on the day you
lock-in your mortgage interest rate. The following sliding scale applies:
-If FNMA index is 8% or less, 0 discount points will be reimbursed;
-If FNMA index is at least 8.01% but not more than 8.49%, 0.5 points
will be reimbursed;
-If FNMA index is at least 8.5% but not more than 8.99%, 1.0 point
will be reimbursed;
-If FNMA index is at least 9% but not more than 9.99%, 1.5 points
will be reimbursed; and
-If FNMA index is 10% or higher, 2 points will be reimbursed.
(the 1% loan origination fee will be reimbursed regardless of FNMA
rate; scale applies only to loan discount points)
In addition, you will be reimbursed for other Lender's fees, including but not
limited to fees for the appraisal, credit report, tax service fees, processing
fees, flood zone determination fees, underwriting fees, warehouse fees, rate
lock-in fees, broker fees, lender document preparation fees, commitment fees,
lender courier fees, escrow waiver fees, and loan review fees, in an amount not
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to exceed Six Hundred Fifty and No/Dollars ($650.00). You will also be
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reimbursed for the customary non-recurring buyer's closing costs for Escrow
and/or Title fees.
ATTACHMENT 2
Page 3 of 3
Adjustable Rate Secured Loan
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To aid in the purchase of a home in the "local area", Amgen is prepared to offer
you a five-year, adjustable rate loan, which will be secured as a second
mortgage on your new primary residence. However, you will be expected to provide
a minimum down payment investment of at least 5% of the purchase price from your
own funds or other sources which are not secured by this home.
The amount of the loan can be up to one-third of the documented purchase price
of a home not to exceed $1,000,000. The loan will be funded prior to close of
escrow at a date to be determined solely by Amgen. This loan will not be funded
prior to you beginning your employment at Amgen.
The 2002 rate on the loan is 4.0%. The rate is adjusted January 1st of each year
based on the average "Introduction Rates" on adjustable loans as offered by
California banks and savings & loans. The most the rate will change each year is
1% with a cap of 3% over the life of the initial loan.
You will be required to make semi-monthly interest-only payments by payroll
deduction, with the principal amount due on or before the end of the five-year
period. At the end of this period you may discuss with Amgen an option to
convert to a fully amortized loan payable over an additional five-year period
with terms agreed upon at that time.
Tax Gross-up Assistance
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Amgen will provide for tax assistance (gross-up) for the non-deductible portion
of those reimbursed relocation expenses, which are considered as ordinary income
for state or federal income tax purposes.
Local Area
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References to the "local area" generally means the new work site is a minimum of
50 miles from the staff member's current residence, and the move to the new
residence reduces commuting time by at least 50%.
Duration of Relocation
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This relocation expense coverage is intended to assist in getting you
established in your new residence in the "local area" as quickly as possible.
Therefore, it is required that all relocation assistance provided for in this
attachment and all expense reimbursements for this assistance be completed
within one year from your date of hire in your new location.