Exhibit 10.68
RESTRICTED STOCK PURCHASE AGREEMENT
JOSEPH P. MILETICH, Amgen Inc. Grantee:
On this 1st day of April, 2002, Amgen Inc., a Delaware
corporation (the "Company"), pursuant to its Amended and Restated 1991 Equity
Incentive Plan (the "Plan") has granted to you, the grantee named above, a right
to purchase Twenty-Seven Thousand Five Hundred (27,500) shares (the "Shares") of
the $.0001 par value common stock of the Company ("Common Stock") pursuant to
the terms of this Restricted Stock Purchase Agreement (this "Agreement") and the
Plan. Capitalized terms not defined herein shall have the meanings assigned to
such terms in the Plan.
I. Purchase Price. Subject to the terms and conditions of this
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Agreement, the Shares may be purchased from the Company at a purchase price per
share of $.0001 for a total purchase price of $2.75 (the "Total Purchase
Price"). The Total Purchase Price shall be paid in cash at the time of purchase.
II. Repurchase Option.
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(1) Upon termination of your employment for any reason,
other than death and permanent and total disability (with such permanent and
total disability being certified by the Social Security Administration prior to
such termination), the Company shall have the right and option to purchase from
you or any holder of the Shares as permitted under Section III(5) (a "Holder")
any or all of the Shares at the per Share purchase price paid by you for such
Shares (the "Repurchase Option").
(2) The Company may exercise the Repurchase Option by
delivering personally or by registered mail, to you or a Holder within ninety
(90) days of the date of termination of your employment, a notice in writing
indicating the Company's intention to exercise the Repurchase Option and setting
forth a date for closing not later than thirty (30) days from the mailing of
such notice. The closing shall take place at the Company's office. At the
closing, the Secretary of the Company or other escrow agent as provided in
Section VI shall deliver the stock certificate or certificates evidencing the
Shares to the Company, and the Company shall deliver the purchase price
therefor.
(3) At its option, the Company may elect to make payment
for the Shares to a bank selected by the Company. The Company shall avail itself
of this option by a notice in writing to you or a Holder stating the name and
address of the bank, date of closing, and waiving the closing at the Company's
office.
(4) If the Company does not elect to exercise the Repurchase
Option conferred above by giving the requisite notice to you or a Holder within
ninety (90) days following the date of termination of your employment, the
Repurchase Option shall terminate, and any restrictions on Shares remaining as
of the date of the termination of your employment shall lapse immediately.
(5) One hundred percent (100%) of the Shares shall initially be
subject to the Repurchase Option. The Shares shall be released from the
Repurchase Option in accordance with the schedule set forth in Section III(1).
III. Lapse of Repurchase Option.
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(1) Subject to Sections III (2), (3) and (4), the Repurchase
Option shall lapse in accordance with the following schedule with respect to the
Shares which have not previously been forfeited by you, provided you are
actively employed by the Company on the respective dates:
Number of Shares as to Which Repurchase
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Date Option Shall Lapse
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April 1, 2004 5,000
April 1, 2005 7,500
April 1, 2006 7,500
April 1, 2007 7,500
(2) Upon termination of your employment due to your permanent
and total disability (with such permanent and total disability being certified
by the Social Security Administration prior to such termination) or your death,
then the Repurchase Option shall lapse immediately with respect to all the
Shares awarded under this Agreement. For purposes of this Agreement,
"termination of your employment" shall mean the last date you are either an
employee of the Company or an Affiliate or engaged as a consultant or director
to the Company or an Affiliate.
(3) In addition, the lapsing of the Repurchase Option pursuant
to Section III(1) may be suspended during a leave of absence as provided from
time to time according to Company policies and practices.
(4) Notwithstanding anything to the contrary contained herein,
the Committee may, as it deems appropriate, in its sole discretion, accelerate
the date on which the Repurchase Option shall lapse with respect to any of the
Shares which have not been previously forfeited by you.
(5) Your Shares are not assignable or transferable, except by
will or the laws of descent and distribution. Notwithstanding the foregoing, all
or a portion of the Shares subject to the Repurchase Option may be transferred
to an Alternate Payee (as defined in
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the Plan) if required by the terms of a QDRO (as defined in the Plan), as
further described in the Plan; provided, that such Alternate Payee is subject to
the same terms and conditions as set forth in this Agreement
IV. Legends. Certificates representing the Shares issued
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pursuant to this Agreement shall, until all restrictions lapse or shall have
been removed and new certificates are issued pursuant to Section V, bear the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS AND REPURCHASE RIGHTS AND MAY BE SUBJECT TO FORFEITURE
UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT BY
AND BETWEEN AMGEN INC. (THE "COMPANY") AND THE REGISTERED OWNER OF SUCH
SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED,
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS
OF SUCH AGREEMENT."
V. Issuance of Certificates; Tax Withholding.
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(1) Subject to subsection (2) below, upon the lapse of
the Repurchase Option with respect to any of the Shares as provided in Section
III, the Company shall cause new certificates to be issued with respect to such
Shares and delivered to you or a Holder, free from the legend provided for in
Section IV and of the Repurchase Option. Such Shares shall cease to be subject
to the terms and conditions of this Agreement.
(2) Notwithstanding subsection (1), no such new
certificate shall be delivered to you or a Holder unless and until you or a
Holder shall have paid to the Company, in cash or by check, the full amount of
all federal and state withholding or other employment taxes applicable to your
taxable income resulting from the grant of the Shares or the lapse or removal of
the restrictions in a form approved by the Committee.
VI. Escrow. The Secretary of the Company or such other escrow
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holder as the Committee may appoint shall retain physical custody of the
certificates representing the Shares until all of the restrictions lapse or
shall have been removed; provided, however, that in no event shall you retain
physical custody of any certificates representing Shares issued to you which are
subject to the Repurchase Option.
VII. No Contract for Employment. This Agreement is not an
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employment or service contract and nothing in this Agreement shall be deemed to
create in any way whatsoever any obligation on your part to continue in the
employ or service of the Company, or of the Company to continue your employment
or service with the Company.
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VIII. Notices. Any notices provided for in this Agreement or the
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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 such address as is currently maintained in the Company's records or at such
other address as you hereafter designate by written notice to the Company.
IX. Plan. This Agreement is subject to all the provisions of
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the Plan and its provisions are hereby made a part of this Agreement, including
without limitation the provisions of paragraph 7 of the Plan relating to
purchases of restricted stock, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of this Agreement and those of the Plan, the provisions of the Plan
shall control.
Very truly yours,
AMGEN INC.
By /s/ Steven M. Odre
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Duly authorized on behalf of the Board of Directors
April 1, 2002
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Agreed and Accepted
as of the date first written above
/s/ Joseph P. Miletich
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Joseph P. Miletich
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