EXHIBIT 4.1
Rules of the Amgen Limited
Sharesave Plan
1. Definitions
In these Rules:
1.1 the following words and expressions have the following meanings:
"Act" the Income and Corporation Taxes Act 1988;
"Associated Company" an associated company of the Company within
the meaning of Section 187(2) of the Act;
"Auditors" the auditors nominated by the Directors for
the purposes of the Plan;
"Bonus Date" the date on which a bonus becomes payable
under the relevant Savings Contract after
payment of 36 Savings Contributions;
"Business Day" any day on which Shares may be dealt in on
the U.S. NASDAQ Stock Market National Market
system (or such other system exchange on
which the shares are then traded);
"Company" Amgen Limited;
"Contractual Savings Scheme" the arrangement specified for the time being
by the Directors under which Savings
Contributions are made by a Participant in
accordance with the Plan, such arrangement
being a certified contractual savings scheme
within the meaning of Section 326 of the Act
which has been approved by the Commissioners
of Inland Revenue for the purposes of
Schedule 9 to the Act;
"Control" the meaning given to that expression in
Section 840 of the Act;
"Date of Exercise" the meaning given to that expression in Rule
5.2
"Date of Grant" the date on which the Directors grant an
Option in accordance with the terms of Rule
2;
"Date of Invitation" the date on which any notice is given
pursuant to Rule 2.1;
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"Directors" The board of directors for the time being
of the Company or a duly appointed
committee thereof;
"Eligible Employee" any person (including a full-time director)
who at any Date of Invitation is in the
employment of any Participating Company and
who has been in that employment for at least
one day and who is then chargeable to tax in
respect of such employment under Case I of
Schedule E; or such other person in the
employment of a Participating Company as the
Directors may decide. For the purposes of
this paragraph "full-time" shall mean having
a normal contractual working week of 25
hours or more, excluding meal breaks;
"Employment" employment with the Company and/or any
company under the Control of the Company or
any Associated Company or with any Jointly-
owned Company and "ceasing to be in
Employment" shall be construed as ceasing to
be employed by all such companies;
"Exchange Rate" the actual rate of exchange prevailing on
conversion at the Date of Exercise of a
Participant's payment for the exercise of an
Option from Pounds Sterling to US Dollars;
"Exercise Notice" the meaning given to that expression in
Rule 4.3;
"Group" the Company and all its Subsidiaries and
Jointly-owned Companies;
"Jointly-owned Company" (a) a company which is not under the
Control of any single person; and
(b) under the Control of two persons
between them one of such persons
being the Company; and
(c) not a participating company in any
other company's group scheme (as
those terms are defined in paragraph
1 of Schedule 9 to the Act )
and any other company which is under the
Control of a company which meets the
conditions in paragraphs (a), (b) and (c)
above and is not itself a participating
company in any other company's group scheme
(as those terms
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are defined in paragraph 1 of Schedule 9 to
the Act);
"Minimum Savings Contribution" (Pounds)10 or such other amount specified by
the Directors from time to time, which shall
be no greater than the amount for the time
being specified by paragraph 24(2)(b) of
Schedule 9 to the Act and no lower than the
minimum Savings Contribution permitted by
the relevant Contractual Savings Scheme;
"Option" the right granted or to be granted on any
particular Date of Grant to acquire Shares
in accordance with the Rules;
"Option Certificate" a certificate evidencing an Option as
referred to in Rule 2.6;
"Option Price" the price in US Dollars for the acquisition
of a Share comprised in any Option which
shall be determined by the Directors and
shall (subject to the provisions of Rules 6)
be not less than an amount equal to 80 per
cent of the market value of a Share
determined in accordance with sections 272
and 273 of the Taxation of Chargeable Gains
Act 1992 and agreed for the purposes of the
Amgen Limited Sharesave Plan with the Shares
Valuation Division of the Inland Revenue for
the Business Day last preceding the relevant
Date of Invitation;
"Parent Company" Amgen Inc. incorporated in the state of
Delaware in the United States of America;
"Participant" any person (including, where the context
permits, the legal personal representatives
of such a person) who holds an Option;
"Participating Company" the Company and any other company within the
Group which the Directors have determined
shall be a Participating Company for the
purposes of the Plan provided that any
Jointly-owned Company which ceases to be a
Jointly-owned Company and which does not
then become a Subsidiary shall cease to be a
Participating Company;
"Plan" this Plan, being the Amgen Limited Sharesave
Plan as adopted by the Directors on [ ,
1998] and as amended from time to time;
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"Record Date" in relation to any particular payment of
dividend or other right attaching to Shares
the date on which the Parent company
determines, in accordance with Delaware law,
the Parent Company By-Laws and the Parent
Company Certificate of Incorporation, a date
to be the record date for holders of the
shares;
"Redundancy" redundancy within the meaning of the
Employment Rights Act 1996;
"Retirement" retirement on reaching age 60 or any other
age at which a Participant is bound to
retire in accordance with the terms of his
contract of employment;
"Rules" these rules together with any amendment
thereto effected in accordance with Rule 7;
"Savings Contract" a savings contract entered into under a
Contractual Savings Scheme;
"Savings Contract Repayment" in respect of a Savings Contract the amount
in US Dollars at the Exchange Rate of the
repayment of a person's Savings Contributions
plus any bonus or, if the Option is exercised
before the Bonus Date, any interest;
"Savings Contribution" the amount payable per month by a Participant
by way of contributions under a Savings
Contract in respect of any Option which
amount shall normally be paid by means of
periodic deductions from the Participant's
remuneration by his employer and shall be an
integral multiple of (Pounds)1 and shall be
not less than the Minimum Savings
Contribution;
"Share" a share in the common stock, par value $.0001
per share, of the Parent Company which
complies with the provisions of paragraphs 10
to 14 of Schedule 9 to the Act;
"Subsidiary" a company which is both under the Control of
the Company and a subsidiary of the Company
within the meaning of Section 736 of the
Companies Act 1985;
"Withdrawal Notice" the meaning given to that expression by Rule
4.3.
1.2 Where the context so admits
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1.2.1 words importing the singular shall include the plural and vice
versa and words importing the masculine shall include the
feminine;
1.2.2 any reference to a statute (or a particular Chapter, Part or
Section thereof) shall mean and include any statutory
modification or re-enactment thereof for the time being in
force and any regulations made thereunder.
2 OFFER AND GRANT OF OPTIONS
2.1 At such time as the Directors shall in their absolute discretion determine
following the date of approval of the Plan by the Commissioners of Inland
Revenue, they may give notice to each Eligible Employee on similar terms
that he is invited to apply for an Option and such notice shall specify:
2.1.1 the Option Price;
2.1.2 the period, being not less than fourteen days nor more than twenty-
one days from the Date of Invitation during which he may apply for
an Option in accordance with Rule 2.2;
2.1.3 the Minimum Savings Contribution in respect of the offer;
2.1.4 the maximum aggregate Savings Contribution permitted under Rule 3.1;
and
2.1.5 that the Option will normally be exercisable using the proceeds of a
Savings Contract on the Bonus Date.
2.2 Subject to Rule 2.7, following any notice to an Eligible Employee by the
Directors pursuant to Rule 2.1, he may apply for an Option by completing
and returning an application in such form (not inconsistent with the
provisions of the Plan) as the Directors may from time to time determine.
Such form shall specify the Savings Contribution which he wishes to pay and
authorise the deduction of the Savings Contribution from his remuneration.
It must be accompanied by a signed form of application concerning his entry
into a Savings Contract, such form to be in terms acceptable to the body
administering the Contractual Savings Scheme.
2.3 Within thirty days following the Business Day referred to in the definition
of Option Price in Rule 1.1 the Directors shall, in respect of each
Eligible Employee who has made a valid application and who remains in the
employment of any Participating Company, grant an Option stated to be over
the number of Shares the aggregate of the Option Prices of which is as
nearly as possible equal to, but not in excess of, the Savings Contract
Repayment. No fractional shares shall be issued upon the exercise of
rights granted under the Plan.
2.4 Notwithstanding any provision of any other of these Rules whatsoever:
2.4.1 the Plan shall not form part of any contract of employment between
the Parent Company, the Company, a Subsidiary, a group or any
Associated Company and any Participant and it shall not confer on
any Participant any legal or equitable rights (other than those
constituted by the Options themselves) whatsoever against the Parent
Company, the Company, a Subsidiary, a group
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or Associated Company or their officers, directors, employees,
agents or assigns directly or indirectly or give rise to any cause
of action at law or in equity against the Parent Company, the
Company, a Subsidiary, a group or any Associated Company or their
officers, directors, employees, agents or assigns;
2.4.2 the benefits to the Participants under the Plan shall not form part
of their wages or remuneration or count as pay or remuneration for
pension or other purposes;
2.4.3 the Grant of Options to a Participant is a matter entirely separate
from any pension right or entitlement he may have and from his terms
and conditions of employment and participation in the Plan shall in
no respect whatever affect his pension rights or entitlements or
terms or conditions of employment and in particular (but without
limiting the generality of the foregoing) any Participant who ceases
to be an employee of any Company in the Group or the Parent Company
or any subsidiary of the Parent Company which is not a member of the
Group shall not be entitled to any compensation for any loss of any
right or benefit or prospective right or benefit under the Plan
which he might otherwise have enjoyed whether such compensation is
claimed by way of damages for wrongful dismissal or other breach of
contract or by way of compensation for loss of office or otherwise
howsoever and notwithstanding that he may have been dismissed
wrongfully or unfairly (within the meaning of the Employment Rights
Act 1996);
2.4.4 No rights granted under the Plan may be exercised to any extent
unless the Plan (including rights granted thereunder) is covered by
an effective registration statement pursuant to the Securities Act
of 1933, as amended (the "Securities Act"). If on a Date of Exercise
of any Options granted hereunder the Plan is not so registered, no
rights granted under the Plan shall be exercised on said Date of
Exercise and the Date of Exercise shall be delayed until the Plan is
subject to such an effective registration statement, except that the
Date of Exercise shall not be delayed more than two (2) months and
the Date of Exercise shall in no event be later than the last date
on which the Option can be exercised under Rule 4. If on the Date of
Exercise of any Option granted hereunder, as delayed to the maximum
extent permissible, the Plan is not registered the Option shall
lapse.
2.5 An Option shall be personal to the Participant and shall not be assignable
and any purported assignment, transfer, charge, disposal or dealing with
the rights or interests of the Participant under the Plan shall render the
Option void. However, on the death of a Participant, an Option shall be
capable of being exercised by his legal personal representatives in
accordance with the provisions of Rule 4.
2.6 As soon as is practicable upon the grant of an Option to a person pursuant
to Rule 2.3 the Directors shall issue to the said person an Option
Certificate evidencing such Option. The Option Certificate shall specify
the estimated number of Shares comprised in the Option based on current
exchange rates at the Date of Grant, the Date of Grant and the Option Price
in respect of each such Share and shall be otherwise in such form (not
inconsistent with the provisions of the Plan) as the Directors may from
time to time determine. If any such certificate shall be worn out,
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defaced, destroyed or lost, it may be renewed on such evidence being
provided and on such terms as the Directors may reasonably require.
2.7 No Option shall be granted to any person (i) unless he is an employee of a
Participating Company on the Date of Grant or (ii) if such person is
ineligible to participate in the Plan by virtue of the provisions of
paragraph 8 of Schedule 9 to the Act.
3 Individual participation limits
3.1 The aggregate of the Savings Contributions being made at any time by a
Participant under the Plan (and any contributions then being made under
certified contractual savings schemes linked to any other savings-related
scheme or schemes approved under Schedule 9 to the Act) shall not exceed
(Pounds)250 per month (or such other amount as the Directors may determine
as may be permitted pursuant to paragraph 24 of Schedule 9 to the Act).
3.2 Applications made under Rule 2.2 shall be scaled down, if necessary, to
ensure that the number of shares which may be issued on the exercise in
full of all Options granted on any Date of Grant shall not exceed 100,000
Shares on the assumption that the prospective savings contract repayment
for each Eligible Employee to whom an Option is to be granted on such Date
of Grant is converted into U.S. dollars at the exchange rate prevailing on
that Date of Grant. Any scaling down shall be done by the Directors who
shall reduce the excess over (Pounds)10 of the monthly savings
contributions chosen by each applicant on a pro rata basis and to the
extent necessary.
Each application under Rule 2.2 shall then be deemed to have been modified
or withdrawn in accordance with the said scaling down and the Directors
shall amend each application for a Savings Contract to reflect any
resulting reduction in monthly savings contributions.
4 EXERCISE AND LAPSE OF OPTIONS
4.1 An Option shall be capable of being exercised in whole or in part following
the earliest of :-
4.1.1 the Bonus Date if the Participant is an employee or director of a
Participating Company;
4.1.2 the Bonus Date if the Participant is an employee or director of a
company which is not a Participating Company but which is an
Associated Company or a company of which the Company has Control;
4.1.3 the death of the Participant;
4.1.4 the Participant ceasing to be in Employment by reason of his
Retirement, injury, disability or Redundancy;
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4.1.5 the Participant ceasing to be in Employment more than three years
from its Date of Grant by reason of retirement on receipt of a
pension under any pension scheme of which he is a member in respect
of his Employment;
4.1.6 the Participant ceasing to be in Employment by reason that his
Employment is in a company of which the Company ceases to have
Control, or it relates to a business or part of a business which is
transferred to a person who is neither an Associated Company of the
Company nor a company of which the Company has Control;
4.1.7 the Participant reaching age 60 and continuing to be in Employment
in which case the right to exercise an Option under this sub-
paragraph is available for a period of six months following
attainment of such age provided that if he does not exercise such
Option within the said period of six months he will nevertheless be
able to exercise the Option on the next earliest event covered by
this Rule 4.1;
provided that
(I) no Option shall be capable of being exercised other than at a time
when the Participant is in Employment except in the circumstances
described in Rules 4.1.3, 4.1.4, 4.1.5 and 4.1.6; and
(II) no Option shall be capable of being exercised at a time when paragraph
8 of Schedule 9 to the Act would disqualify the Participant from being
granted an Option, nor by the personal representatives of a
Participant who was so precluded at the date of his death.
4.2 In no event shall an Option be capable of being exercised in respect of a
number of Shares the aggregate Option Prices of which exceed the repayment
made (including any bonus or interest but excluding the repayment of any
contributions the due date for payment of which falls more than one month
after the date on which repayment is made) to the Participant under the
related Savings Contract.
4.3 An Option shall lapse to the extent that it has not been exercised by the
earliest of:-
4.3.1 the expiry of six months from the Bonus Date except where the death
of the Participant occurs before the expiry of such period;
4.3.2 if the Participant dies before the Bonus Date, the expiry of twelve
months from the date of death of the Participant;
4.3.3 the expiry of twelve months from the Bonus Date where the death of
the Participant occurs within six months after the Bonus Date;
4.3.4 the expiry of six months from the date on which the Participant
ceased to be in Employment in the circumstances described in Rules
4.1.4, 4.1.5 or 4.1.6, except where the death of the Participant
occurs before the expiry of such period;
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4.3.5 the date on which the Participant ceases to be in Employment for any
reason other than death or any of the circumstances referred to in
Rule 4.1.4, 4.1.5 or 4.1.6;
4.3.6 the Participant's right to continue making the related Savings
Contributions lapsing in respect of an Option in accordance with the
provisions of the Contractual Savings Scheme before the Participant
has made all the Savings Contributions required by the Contractual
Savings Scheme unless such Option has already become exercisable
under the provisions of this Rule;
4.3.7 the receipt by the body administering the Contractual Savings Scheme
of a Withdrawal Notice in respect of the Savings Contract relative
to such Option provided that such Option is not then capable of
being exercised; and
4.3.8 the date on which an Option lapses pursuant to Rule 6.
The Participant may direct at any time by notice (referred to as a
"Withdrawal Notice") given in writing in a form acceptable to the body
administering the Contractual Savings Scheme that he wishes such repayment
as is then due to him to be made under the Savings Contract relative to any
Option and in addition, if such notice is given in respect of the Savings
Contract relative to any Option which the Participant then wishes to
exercise in whole or in part, notice to that effect shall be given to the
Company in such form as the Directors may prescribe (referred to as an
"Exercise Notice").
5 MANNER OF EXERCISE OF OPTIONS
5.1 In order to exercise an Option the Participant shall give to the Directors
(or their nominated agent) an Exercise Notice stating that the Option is to
be exercised on the Date of Exercise in respect of that number of Shares
the aggregate Option Prices of which are as nearly as possible equal to,
but not in excess of, the US Dollar equivalent at the Exchange Rate of the
Sterling amount specified in the Exercise Notice which must be equal to or
less than the repayment due under the related Savings Contract that he
wishes to be applied in respect of the exercise of the Option. Such
Exercise Notice shall be accompanied by payment (or an authority to obtain
such payment from the body administering the Savings Contract) in full of
the Sterling amount specified. It shall be the responsibility of the
Participant to obtain any exchange control consents or other authorities
required to enable him to exercise his Option and receive the Shares to be
transferred or issued in respect thereof.
5.2 The Date of Exercise shall be the last day of the calendar month following
the month in which the Directors receive the Exercise Notice, Option
Certificate and Sterling proceeds of repayment under the Savings Contract
specified in the Exercise Notice (provided that if such day is not a
working day in the United Kingdom the next working day) or, if earlier,
the last day of any period referred to in Rule 4.3
5.3 Subject to such consents or other required action of any competent
authority under regulations or enactments for the time being in force as
may be necessary, within thirty days after the Date of Exercise the Parent
Company shall arrange for the transfer or
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issue of the appropriate number of shares and the transferee or allottee
shall be entered in the books of the Parent Company in respect of these
Shares. The said Shares shall rank in full for all dividends and other
rights to which a right arises by reference to a Record Date falling on or
after the date on which the transferee or allottee is entered in the books
of the Parent Company and shall in all other respects rank pari passu with
the other Shares of the same class and shall be acquired subject to the
Parent Company's By-laws.
5.4 Where an Option is exercised in part, it shall lapse to the extent of the
unexercised balance.
5.5 The Parent Company shall ensure that sufficient Shares are always available
to satisfy in full all outstanding Options.
6 Adjustments upon changes in shares
6.1 If any change is made in the shares, or subject to any rights granted under
the Plan (through merger, consolidation, reorganisation, recapitalisation,
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 Parent Company), the Plan and outstanding rights 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 rights. Such adjustments shall be
made by the Directors, the determination of which shall be final, binding
and conclusive, subject to the Inland Revenue's consent. (The conversion
of any convertible securities of the Parent Company shall not be treated as
a "transaction not involving the receipt of consideration by the Parent
Company").
6.2 If any person obtains Control of the Parent Company as a result of making
6.2.1 a general offer to acquire the whole of the issued ordinary share
capital of the Parent Company which is made on a condition such that
if it is satisfied the person making the offer will have Control of
the Parent Company; or
6.2.2 a general offer to acquire all (or substantially all) the shares in
the Parent Company which are of the same class as the Shares over
which Options have been granted
then all outstanding Options shall lapse on the date on which such Control
is obtained.
6.3 For the purposes of this Rule 6 a person shall be deemed to have obtained
Control of a Company if he and others acting in concert with him have
together obtained Control of it.
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7 Amendment and administration
7.1 The Plan may be amended by resolution of the Directors provided that no
amendment shall:
7.1.1 operate to disadvantage any rights already acquired by a Participant
under the Plan without his consent;
7.1.2 have effect until it has been approved by the Commissioners of
Inland Revenue.
7.2 Notwithstanding Rule 7.1.1 but subject to Rule 7.1.2, the Directors may by
resolution amend the Plan in any way but only to the extent necessary or
desirable to secure or maintain the approval of the Plan by the
Commissioners of Inland Revenue under Schedule 9 to the Act.
7.3 Subject as herein otherwise expressly provided the Directors' decision on
any matter concerning the Plan shall be final and binding.
7.4 The costs of the operation of the Plan shall be borne by the Company.
7.5 The Plan and Options granted under it shall be governed by and construed in
accordance with English Law (except where otherwise stated) and all
disputes shall be referred for resolution to the courts of England,
provided that issues pertaining to or concerning the Shares and/or the
Parent Company shall be governed by and construed in accordance with
Delaware Law.
7.6 In any matter in which they are required to act hereunder the Auditors
shall be deemed to be acting as experts and not as arbitrators and the
Arbitration Acts 1950-1979 shall not apply hereto.
7.7 All notices under the Plan shall be in writing and, if to the Company,
shall be either delivered in person to the Company Secretary or sent to the
Company's registered office for the time being (or to such other address as
the Directors may from time to time specify) and, if to a Participant,
shall be delivered personally to him at his place of work or sent by first-
class post to the Participant at the address which he shall give in writing
to the Company for this purpose, or, failing any such address, his last
known place of abode. All notices to the Company, however sent, shall be
deemed to be served only upon actual receipt thereof by the Company
Secretary or (as the case may be) at the appropriate address as determined
above. Notices to the Participant shall, if delivered personally to him at
his place of work, be deemed to be served upon such delivery and, if sent
by first-class post to the appropriate address as determined above, shall
be deemed to be served forty-eight hours after the posting to such address
of a properly addressed and prepaid envelope containing such notice.
8 TERMINATION
The Directors may at any time resolve that no further offers of participation
shall be made under the Plan but in such event the subsisting rights of
Participants will not thereby be affected.
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