Amgen 2007 Annual Report Download - page 110

Amgen Inc. Amended and Restated 1999 Stock Incentive Plan
The Amgen Inc. Amended and Restated 1999 Stock Incentive Plan (formerly known as the Abgenix, Inc.
1999 Nonstatutory Stock Option Plan, as amended) (the “Acquired 1999 Plan”) was assumed by Amgen in con-
nection with the merger of Abgenix with and into Amgen Fremont Inc. a wholly owned subsidiary of Amgen on
April 1, 2006. The Acquired 1999 Plan consists of two articles — Article I which governs awards granted prior
to April 1, 2006 (the “Restatement Date”) and Article II which governs awards granted on or after the Restate-
ment Date. As the terms of options grants made pursuant to the Acquired 1999 Plan going forward are governed
exclusively by Article II of the plan, the following is a description of the material provisions of Article II of the
Acquired 1999 Plan. This description is qualified in its entirety by reference to the Acquired 1999 Plan itself,
which was filed as an exhibit to the Company’s Form S-8 dated April 3, 2006. Except as described below, the
material provisions of Article II of the Acquired 1999 Plan are substantially similar to those of Article II of the
1999 Plan described above (reference to the 1999 Plan are deemed to be replaced with references to the Acquired
1999 Plan, as applicable):
• The Acquired 1999 Plan will terminate on October 4, 2009;
• Subject to adjustments upon certain changes in the common stock, the number of shares authorized for is-
suance under Article II of the Acquired 1999 Plan is 1,950,597;
• No Stock Award may be granted to any person under Article II of the Acquired 1999 Plan who is an em-
ployee or director of or consultant to the Company or its affiliates (other than Abgenix) on the
Restatement Date;
• Under Article II of the Acquired 1999 Plan, no person may receive Stock Awards for more than
2,000,000 shares of common stock in any calendar year;
• The purchase price under each stock purchase agreement shall be not less than fifty (50%) of the fair mar-
ket value of the Company’s Common Stock on the date such award is made; and
• The Board of Directors shall have the power to condition the grant or vesting of stock bonuses and rights
to purchase restricted stock under Article II of the Acquired 1999 Plan upon attainment of performance
goals with respect to any one or more of the following business criteria with respect to the Company, any
affiliate, any division, any operating unit or any product line: (i) return on capital, assets or equity,
(ii) sales or revenue, (iii) net income, (iv) cash flow, (v) earnings per share, (vi) adjusted earnings or ad-
justed net income (as defined by the plan), (vii) working capital, (viii) total shareholder return,
(ix) economic value or (x) product development, research, in-licensing, out-licensing, litigation, human
resources, information services, manufacturing, manufacturing capacity, production, inventory, site
development, plant, building or facility development, government relations, product market share, merg-
ers, acquisitions or sales of assets or subsidiaries.
The Amgen Limited Sharesave Plan
The Amgen Limited Sharesave Plan (the “Sharesave Plan”) was adopted by the Board of Directors of Am-
gen Limited, the Company’s indirectly wholly-owned U.K. subsidiary, and approved by the Board of Directors
of the Company in October 1998. In general, the Sharesave Plan authorizes Amgen Limited to grant options to
certain employees of Amgen Limited to buy shares of the Company’s common stock during three-year offering
periods through savings contributions and guaranteed company bonuses. The principal purposes of the Sharesave
Plan are to provide the Company’s eligible Amgen Limited employees with benefits comparable to those re-
ceived by U.S. employees under the Company’s Amended and Restated Employee Stock Purchase Plan through
the granting of options. Under the Sharesave Plan, not more than 400,000 shares of common stock are authorized
for issuance upon exercise of options subject to adjustment upon certain changes in the Company’s common
stock. The Sharesave Plan is administered by the Board of Directors of Amgen Limited. Options are generally
exercisable during the six months following the three year offering period at an exercise price determined by the
Board of Directors, which cannot be less than 80% of the market value of the Company’s common stock de-
termined in accordance with sections 272 and 273 of the U.K. Taxation of Chargeable Gains Act of 1992 (the
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