Amgen 2007 Annual Report Download - page 109

terms and conditions of any such program shall be established by the Board of Directors in its sole discretion,
subject to the terms and conditions of the 1999 Plan.
Terms of Stock Bonuses and Purchases of Restricted Stock. Stock bonuses and purchases of restricted stock
shall be in such form and contain such terms and conditions as the Board of Directors shall deem appropriate.
The following is a description of some of the permissible terms of stock bonuses and purchases of restricted
stock under the 1999 Plan. Individual stock bonuses or purchases of restricted stock may be more restrictive as to
any or all of the permissible terms described below or on different terms and conditions.
The purchase price under each stock purchase agreement shall be determined by the Board of Directors and
may provide for a nominal purchase price or a purchase price that is less than fair market value of the underlying
common stock on the award date. The Board of Directors may determine that eligible participants may be award-
ed stock pursuant to a stock bonus agreement in consideration for past services actually rendered to Amgen or for
its benefit. The purchase price of stock acquired pursuant to a stock purchase agreement must be paid in accord-
ance with the same terms as Discretionary Options. See “Terms of Discretionary Options.” Shares of common
stock sold or awarded under the 1999 Plan may, but need not, be subject to a repurchase option in favor of the
Company in accordance with a vesting schedule determined by the Board of Directors. To the extent provided by
the terms of a stock bonus or restricted stock purchase agreement, a participant may satisfy any federal, state or
local tax withholding obligations relating to the lapsing of a repurchase option or vesting of a stock bonus or a
restricted stock award in the same manner as that of Discretionary Options. See “Terms of Discretionary
Options.” Generally, rights under a stock bonus or restricted stock purchase agreement shall not be assignable by
any participant under the 1999 Plan.
Adjustment Provisions. If there is any change in the stock subject to the 1999 Plan or subject to any Stock
Award granted under the 1999 Plan (through merger, consolidation, reorganization, recapitalization, stock divi-
dend, 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
Company), the 1999 Plan and outstanding Stock Awards thereunder will be appropriately adjusted as to the class
and the maximum number of shares subject to such plan, the maximum number of shares which may be granted
to a participant in a calendar year, the class, number of shares and price per share of stock subject to such out-
standing Stock Awards.
Change in Control. For purposes of the 1999 Plan, a Change in Control occurs at the following times:
(i) upon the acquisition of beneficial ownership of 50% or more of either the then outstanding shares of common
stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote gen-
erally in the election of directors; (ii) at the time individuals making up the Incumbent Board (as defined in the
1999 Plan) cease for any reason to constitute at least a majority of the Board; (iii) immediately prior to the con-
summation by the Company of a reorganization, merger, or consolidation with respect to which persons who
were the stockholders of the Company immediately prior to such transaction do not, immediately thereafter, own
more than 50% of the combined voting power of the reorganized, merged or consolidated company’s voting
securities entitled to vote generally in the election of directors, or a liquidation or dissolution of the Company or
the sale of all or substantially all of the assets of the Company or (iv) the occurrence of any other event which the
Incumbent Board determines is a Change of Control. Upon the occurrence of a Change in Control, to the extent
permitted by applicable law, the vesting and exercisability of any outstanding Stock Awards under the 1999 Plan
will accelerate. Upon and following such acceleration, at the election of the holder of the Stock Award, the Stock
Award may be (i) exercised with respect to stock options or, if the surviving or acquiring corporation agrees to
assume the Stock Awards or substitute similar awards, (ii) assumed or (iii) replaced with substitute Stock
Awards. Options not exercised, substituted or assumed prior to or upon the Change in Control shall be termi-
nated.
Duration, Amendment and Termination. The Board of Directors may suspend or terminate the 1999 Plan
without stockholder approval or ratification at any time or from time to time. No incentive stock options may be
granted under the 1999 Plan after February 22, 2009. No amendment, suspension or termination may impair the
rights or obligations under any Stock Award except with the consent of the person to whom the Stock Award was
granted.
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