Exhibit 10.57
PROMISSORY NOTE
---------------
$500,000.00
1. Promise to Pay.
--------------
For value received, I, Brian M. McNamee ("Staff Member"), a married man,
and I, Gillian D. McNamee, 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 Five
Hundred Thousand Dollars and No Cents ($500,000.00) (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.
------------------------
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.
----------------
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 One Thousand Forty-One Dollars and Sixty-Seven Cents
($1,041.67) 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 06/15/01; the second installment shall be on
06/30/01; 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.
-----------------
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.
----------
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.
---------------
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.
---------------------
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.
-----------------
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 5921 Careybrook Drive, Agoura Hills, CA 91301 whose
property description is as follows: Lot 79, of Tract No. 33411, in the
City of
Agoura Hills, County of Los Angeles, State of California, as per map
recorded in Book 1022 Page(s) 7 - 15 inclusive of Maps, in the office of
the County Recorder of said County.
9. Acceleration.
------------
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.
--------------------------------
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.
--------------------------------------
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.
-------------
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 30th day of May, 2001.
/s/ Brian M. McNamee
______________________________________
Brian M. McNamee
/s/ Gillian D. McNamee
______________________________________
Gillian D. McNamee