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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMGEN INC
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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AMGEN LOGO
April 4, 1995
DEAR STOCKHOLDER:
You are invited to attend the Annual Meeting of Stockholders of Amgen Inc. to
be held on Tuesday, May 9, 1995, at 10:30 A.M., PDT, at the Regent Beverly
Wilshire, 9500 Wilshire Boulevard, Los Angeles, California.
At this year's meeting, you are asked to elect three directors, to approve
the Company's Amended and Restated 1991 Equity Incentive Plan and to ratify the
selection of the independent auditors. The accompanying Notice of Meeting and
Proxy Statement describe these proposals. We urge you to read this information
carefully.
Your Board of Directors unanimously believes that election of its nominees as
directors, approval of the amendment to the 1991 Equity Incentive Plan and
ratification of its selection of independent auditors are in the best interests
of Amgen Inc. and its stockholders, and, accordingly, recommends a vote FOR
Items 1, 2 and 3 on the enclosed proxy card.
In addition to the formal business to be transacted, management will make a
presentation on developments of the past year and respond to comments and
questions of general interest to stockholders.
I personally look forward to greeting those Amgen stockholders able to attend
the meeting. If you plan to attend the Annual Meeting, please complete and
return the reply card enclosed with the Proxy Statement, and we will send you a
map with directions to the Regent Beverly Wilshire and an admission ticket to
the Annual Meeting.
It is important that your shares be represented and voted, whether or not you
plan to attend the Annual Meeting. THEREFORE, PLEASE SIGN, DATE AND PROMPTLY
MAIL THE ENCLOSED PROXY IN THE PREPAID ENVELOPE PROVIDED.
Thank you.
Sincerely,
/S/ GORDON M. BINDER
Gordon M. Binder
Chairman of the Board
Amgen Inc., 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789
Telephone 805 447-1000
<PAGE>
AMGEN INC.
AMGEN CENTER
1840 DEHAVILLAND DRIVE
THOUSAND OAKS, CALIFORNIA 91320-1789
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 1995
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TO THE STOCKHOLDERS OF AMGEN INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Amgen Inc.,
a Delaware corporation (the "Company"), will be held on Tuesday, May 9, 1995,
at 10:30 A.M., PDT, at the Regent Beverly Wilshire, 9500 Wilshire Boulevard,
Los Angeles, California 90212, for the following purposes:
1. To elect three directors to hold office until 1998;
2. To approve the Company's Amended and Restated 1991 Equity Incentive Plan;
3. To ratify the selection of Ernst & Young LLP as independent auditors of
the Company for the year ending December 31, 1995; and
4. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 15, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any continuation or adjournment thereof.
By Order of the Board of Directors
/s/ THOMAS E. WORKMAN, JR.
Thomas E. Workman, Jr.
Secretary
Thousand Oaks, California
April 4, 1995
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A PREPAID ENVELOPE IS ENCLOSED FOR THAT PURPOSE.
EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND
THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO ATTEND AND VOTE AT THE MEETING,
YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR
NAME.
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AMGEN INC.
AMGEN CENTER
1840 DEHAVILLAND DRIVE
THOUSAND OAKS, CALIFORNIA 91320-1789
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PROXY STATEMENT
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INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board of Directors" or the "Board") of Amgen Inc., a Delaware corporation (the
"Company" or "Amgen"), for use at the Annual Meeting of Stockholders to be held
on Tuesday, May 9, 1995, at 10:30 A.M., PDT, (the "Annual Meeting"), or at any
continuation or adjournment thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting. The Annual Meeting will be held at
the Regent Beverly Wilshire, 9500 Wilshire Boulevard, Los Angeles, California
90212.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly and mailing of this proxy statement, the proxy and any
additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding shares of the Company's Common Stock (the "Common Stock") in
their names which are beneficially owned by others to forward to such
beneficial owners. The Company may reimburse persons representing beneficial
owners for their costs of forwarding the solicitation material to such
beneficial owners. Original solicitation of proxies by mail may be supplemented
by telephone, telegram or personal solicitation by directors, officers or other
regular employees of the Company. No additional compensation will be paid to
directors, officers or other regular employees for such services. In addition,
the Company has retained D. F. King & Co., Inc. to assist in the solicitation
of proxies from brokers, bank nominees and other institutional holders for a
fee of $7,000, plus reimbursement of out-of-pocket expenses.
The Company intends to mail this proxy statement and accompanying proxy card
on or about April 4, 1995, to all stockholders entitled to vote at the Annual
Meeting.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the Company's
1996 Annual Meeting of Stockholders (the "1996 Annual Meeting") must be
received by the Company not later than December 5, 1995 in order to be included
in the proxy statement and proxy relating to the 1996 Annual Meeting. In
addition, any proposals to be brought before the stockholders must comply with
the procedural requirements contained in the Company's Bylaws.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on March 15,
1995 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on March 15, 1995, there were outstanding and entitled to
vote 133,111,568 shares of Common Stock. Stockholders of record on such date
are entitled to one vote for each share of Common Stock held on all matters to
be voted upon at the meeting.
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All votes will be tabulated by the inspector of election appointed for the
Annual Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, Amgen
Center, 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789, Mail Stop
10-1-B-400, a written notice of revocation or a duly executed proxy bearing a
later date, or it may be revoked by attending the meeting and voting in person.
Attendance at the meeting will not, by itself, revoke a proxy.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation and Bylaws provide that
the Board of Directors shall be divided into three classes, each class
consisting, as nearly as possible, of one-third of the total number of
directors, with each class having a three-year term. Vacancies on the Board may
be filled only by persons elected by a majority of the remaining directors. A
director elected by the Board to fill a vacancy (including a vacancy created by
an increase in the Board of Directors) will serve for the remainder of the full
term of the class of directors in which the vacancy occurred and until such
director's successor is elected and qualified, or until such director's earlier
death, resignation or removal.
The Board of Directors is presently comprised of nine members. There are
three directors in the class whose term of office expires in 1995 and who are
nominees for election to the Board. Each of these three directors, Mr. Lazarus,
Mr. Ledder and Dr. Omenn, is currently a director of the Company who was
previously elected by the stockholders. If elected at the Annual Meeting, each
of Mr. Lazarus, Mr. Ledder and Dr. Omenn would serve until the 1998 Annual
Meeting and until his successor is elected and qualified, or until such
director's earlier death, resignation or removal.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the Annual Meeting. It is the
intention of the persons named in the enclosed proxy, unless authorization to
do so is withheld, to vote the proxies received by them for the election of the
three nominees named below. If, prior to the Annual Meeting, any nominee should
become unavailable for election, an event which currently is not anticipated by
the Board, the proxies will be voted for the election of such substitute
nominee or nominees as the Board of Directors may propose. Each person
nominated for election has agreed to serve if elected and management has no
reason to believe that any nominee will be unable to serve.
Set forth below is biographical information for each person nominated and for
each person whose term of office as a director will continue after the Annual
Meeting.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 1998 ANNUAL MEETING
STEVEN LAZARUS
Mr. Steven Lazarus, age 63, has served as a director of the Company since May
1987. He is managing general partner of ARCH Venture Partners, L.P., an early
stage venture capital
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partnership. He was President and Chief Executive Officer of the Argonne
National Laboratory/The University of Chicago Development Corporation from
October 1986 to July 1994. Mr. Lazarus was associate dean at the Graduate
School of Business, the University of Chicago, from October 1986 to July 1994.
Mr. Lazarus also serves as a director of Cobra Industries, Inc., Illinois
Superconductor Corporation and Primark Corporation; and as Vice Chairman of
the Board of Directors of The Northwestern Healthcare Network, Chicago,
Illinois.
EDWARD J. LEDDER
Mr. Edward J. Ledder, age 77, has served as a director of the Company since
January 1991. In April 1981, Mr. Ledder retired as Chairman and Chief
Executive Officer of Abbott Laboratories, a corporation in the principal
business of developing and providing human healthcare products, where he had
been employed in various executive positions since 1939. Mr. Ledder also
serves as a director of Alliance International Healthcare Fund.
GILBERT S. OMENN
Dr. Gilbert S. Omenn, age 53, has served as a director of the Company since
January 1987. He has been Dean of the School of Public Health and Community
Medicine at the University of Washington for more than five years. Dr. Omenn
also is a director of Immune Response Corporation and Rohm & Haas Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1996 ANNUAL MEETING
WILLIAM K. BOWES, JR.
Mr. William K. Bowes, Jr., age 68, has served as a director of the Company
since April 1980. He has been a general partner of U.S. Venture Partners, a
venture capital investment entity, since July 1981. Mr. Bowes also serves as a
director of Glycomed Incorporated, Xoma Corporation and a number of privately
held U.S. Venture Partners portfolio companies.
BERNARD H. SEMLER
Mr. Bernard H. Semler, age 77, has served as a director of the Company since
August 1982. He has been a management consultant since July 1982. From 1974 to
July 1982, he was Executive Vice President-Finance of Abbott Laboratories.
KEVIN W. SHARER
Mr. Kevin W. Sharer, age 47, has served as a director of the Company since
November 1992. He has also served as President and Chief Operating Officer of
the Company since October 1992. Prior to joining the Company, Mr. Sharer
served as President of the Business Markets Division of MCI Communications
Corporation ("MCI"), a telecommunications company, from April 1989 to October
1992 and served in numerous executive capacities at General Electric Company
from February 1984 to March 1989. Mr. Sharer also serves as a director of
Geotek Communications, Inc.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1997 ANNUAL MEETING
RAYMOND F. BADDOUR
Dr. Raymond F. Baddour, age 70, has served as a director of the Company
since October 1980. Prior to July 1, 1989, Dr. Baddour was Lammot du Pont
Professor of Chemical Engineering at the Massachusetts Institute of
Technology. As of July 1, 1989, Dr. Baddour became Lammot du Pont Professor
Emeritus.
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GORDON M. BINDER
Mr. Gordon M. Binder, age 59, has served as a director of the Company since
October 1988. He joined the Company in 1982 as Vice President-Finance and was
named Senior Vice President-Finance in February 1986. In October 1988, Mr.
Binder was elected Chief Executive Officer. In July 1990, Mr. Binder became
Chairman of the Board.
FRANKLIN P. JOHNSON, JR.
Mr. Franklin P. Johnson, Jr., age 66, has served as a director of the Company
since October 1980. He is the general partner of Asset Management Partners, a
venture capital limited partnership. Mr. Johnson has been a private venture
capital investor for more than five years. He is also Chairman of the Board of
Boole & Babbage, Inc. and a director of IDEC Pharmaceuticals Corporation,
Tandem Computers Incorporated, Teradyne Inc., Trinzic Corporation and several
private companies.
BOARD COMMITTEES AND MEETINGS
The Board of Directors, which held seven meetings during the year ended
December 31, 1994, has an Audit Committee, a Compensation Committee, an
Executive Committee, a Nominating Committee and a Strategy Committee.
The Audit Committee recommends engagement of the Company's independent
auditors and approves services performed by such auditors, including the review
and evaluation of the Company's accounting system and its system of internal
controls in connection with the Company's annual audit. During the year ended
December 31, 1994, the Audit Committee met three times. Mr. Semler served as
Chairman, and Messrs. Bowes and Johnson and Dr. Omenn served as members of the
Audit Committee.
The Compensation Committee sets guidelines for the administration of
salaries, makes recommendations for officers' salaries, administers incentive
compensation and awards stock options to employees and consultants under the
Company's stock option plans and otherwise determines compensation levels.
During the year ended December 31, 1994, the Compensation Committee met six
times. Mr. Semler served as Chairman, and Messrs. Lazarus and Ledder and Dr.
Baddour served as members of the Compensation Committee.
The Executive Committee may exercise, when the Board of Directors is not in
session, all powers of the Board of Directors in the management of the business
and affairs of the Company to the extent permitted by law, the Bylaws of the
Company and specifically granted by the Board of Directors. During the year
ended December 31, 1994, the Executive Committee met once. Mr. Binder served as
Chairman, and Messrs. Bowes and Johnson served as members of the Executive
Committee.
The Nominating Committee interviews, evaluates, nominates and recommends
individuals for membership on the Company's Board of Directors and committees
thereof and nominates specific individuals to be elected as officers of the
Company by the Board of Directors. The Nominating Committee will consider
nominees for directors nominated by stockholders upon submission in writing to
the Secretary of the Company of the names of such nominees, together with their
qualifications for service as a director of the Company. In order for any
nominees for directors nominated by stockholders to be considered by the
Nominating Committee, such nominations must be submitted no later than December
1st of the year preceding the Annual Meeting. During the year ended December
31, 1994, the Nominating Committee met once. Mr. Bowes served as Chairman, and
Mr. Johnson and Dr. Omenn served as members of the Nominating Committee.
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The Strategy Committee meets with management of the Company to review
research strategies and proposals for collaborations and licensing of
technology. During the year ended December 31, 1994, the Strategy Committee met
three times. Mr. Lazarus served as Chairman, and Mr. Ledder and Dr. Omenn
served as members of the Strategy Committee.
During the year ended December 31, 1994, all of the directors attended at
least 75% of the total number of meetings of the Board of Directors and
committees on which they served.
PROPOSAL 2
APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 1991 EQUITY
INCENTIVE PLAN
In April 1991, the Board of Directors adopted, and the stockholders
subsequently approved, the Company's 1991 Equity Incentive Plan permitting the
grant of incentive stock options, nonqualified stock options, stock bonuses and
rights to purchase restricted stock (collectively, the "Stock Awards"). At that
time, an aggregate of 4,000,000 shares of Common Stock was reserved for
issuance under the 1991 Equity Incentive Plan, which amount was subsequently
increased to the current authorized amount of 12,000,000 shares to reflect a 3-
for-1 stock split. As of December 31, 1994, options to purchase 3,777,931
shares remained available for future grant under the 1991 Equity Incentive
Plan.
In December 1994, the Board of Directors unanimously adopted, subject to
stockholder approval, an amendment to the 1991 Equity Incentive Plan (as so
amended, as previously amended, and as amended in February 1995 described
below, referred to as the "Amended and Restated 1991 Equity Incentive Plan" or
the "1991 Plan") to enhance the flexibility of the Board of Directors and the
Compensation Committee in granting Stock Awards to employees of and consultants
to the Company. The proposed amendment increases the number of shares
authorized for issuance under the 1991 Plan from a total of 12,000,000 shares
to 24,000,000 shares. The Board of Directors adopted this proposed amendment to
ensure that there will be a sufficient reserve of shares to permit further
grants of Stock Awards to existing and new employees of and consultants to the
Company at levels determined appropriate by the Board of Directors and the
Compensation Committee. It is anticipated that the proposed increase will
provide a sufficient number of shares to cover grants made over a period of
approximately three years. Stock Awards have for years been an important part
of the Company's overall compensation program. The Board of Directors believes
that Stock Awards serve to attract, retain and motivate employees and
consultants and to enhance their incentive to perform at the highest level and
contribute significantly to the Company's success. Historically, the potential
dilutive effect of Stock Awards has been greatly reduced by the Company's stock
repurchase program.
In February 1995, the Board of Directors also amended the 1991 Plan, subject
to stockholder approval, generally to permit the Company, under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), to continue to
be able to deduct as a business expense certain compensation attributable to
certain Stock Awards granted under the 1991 Plan. Section 162(m) denies a
deduction to any publicly held corporation for certain compensation paid to
specified employees in a taxable year to the extent that the compensation
exceeds $1,000,000 for any covered employee. See "Federal Income Tax
Information" below for a discussion of the application of Section 162(m). In
light of the Section 162(m) requirements, the Board of Directors has amended
the 1991 Plan, subject to stockholder approval, to include a limitation
providing that no participant may be granted Stock Awards under the 1991 Plan
during a calendar year in excess of 250,000 shares of Common Stock. Previously,
no such formal limitation was placed on the number of shares available for
Stock Awards grants to participants. In addition, the 1991 Plan was amended,
subject to stockholder approval, to provide that, in the discretion of the
Board of Directors, directors who
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grant Stock Awards to covered employees generally will be "outside directors"
as defined in Section 162(m). For a description of this requirement, see
"Administration." Finally, the 1991 Plan was amended, subject to stockholder
approval, to provide that nonqualified stock options will not be granted with
an exercise price less than fair market value on the date of grant. Upon
stockholder approval of the 1991 Plan, the Company will be able to continue to
deduct as a business expense certain compensation attributable to incentive
stock options and nonqualified stock options. The Company has not granted any
stock bonuses or rights to purchase restricted stock under the 1991 Plan and
the Compensation Committee would consider the consequences of Section 162(m)
before granting any such awards.
Stockholders are requested in this Proposal 2 to approve the proposed
revisions to the 1991 Plan, as amended. If the stockholders fail to approve
this Proposal 2, only 3,777,931 shares of Common Stock will be available for
future grant of Stock Awards under the 1991 Plan, Stock Awards granted under
the 1991 Plan after the Annual Meeting will not qualify as performance-based
compensation and, in some circumstances, the Company may be denied a business
deduction for compensation recognized in connection with the Stock Awards.
PLAN DESCRIPTION
The following is a description of the material provisions of the 1991 Plan,
as it is proposed to be amended.
GENERAL
The 1991 Plan was adopted to provide a means by which officers and employees
of, and consultants to, the Company and its affiliates may be given an
opportunity to benefit from increases in value of the Common Stock of the
Company through the granting of (i) incentive stock options, (ii) nonqualified
stock options, (iii) stock bonuses, and (iv) rights to purchase restricted
stock. Proceeds received by the Company from the sale of Common Stock pursuant
to the Stock Awards will be used for general corporate purposes.
STOCK SUBJECT TO THE 1991 PLAN
If any Stock Award granted under the 1991 Plan expires or otherwise
terminates without having been exercised in full, the Common Stock not
purchased under the Stock Award shall again become available for issuance under
the 1991 Plan. The Common Stock subject to the 1991 Plan may be unissued shares
or reacquired shares, purchased on the open market or otherwise.
ADMINISTRATION
The 1991 Plan is administered by the Board of Directors of the Company. The
Board has the power to construe and interpret the 1991 Plan and Stock Awards
granted thereunder, to establish, amend and revoke rules and regulations for
its administration, and, subject to the provisions of the 1991 Plan, to
determine the persons to whom and the dates on which Stock Awards will be
granted, the number of shares to be subject to each Stock Award, the time or
times during the term of each Stock Award within which all or a portion of such
award may be exercised, the exercise price, the type of consideration and other
terms of the Stock Award. The Board of Directors is authorized to delegate
administration of the 1991 Plan to a committee composed of not less than three
members of the Board. The Board has delegated administration of the 1991 Plan
to the Compensation Committee of the Board. As used herein with respect to the
1991 Plan, the "Board" refers to the Compensation Committee as well as to the
Board of Directors itself. The Company pays the cost of administering the 1991
Plan.
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The proposed regulations under Section 162(m) require that the directors who
serve as members of the Compensation Committee must be "outside directors." The
1991 Plan has been amended, subject to stockholder approval, to provide that,
in the Board's discretion, directors serving on the Committee will also be
"outside directors" within the meaning of Section 162(m). This limitation would
exclude from the Compensation Committee (i) current employees of the Company,
(ii) former employees of the Company receiving compensation for past services
(other than benefits under a tax-qualified pension plan), (iii) current and
former officers of the Company, (iv) directors currently receiving direct or
indirect remuneration from the Company in any capacity (other than a director),
unless any such person is otherwise considered an "outside director" for
purposes of Section 162(m). The Company currently intends to monitor the
proposed and final regulations and will determine at the appropriate time
whether to make any change to the composition of its Compensation Committee if
any changes would be required by the final regulations.
ELIGIBILITY
Incentive stock options may be granted under the 1991 Plan to all employees
(including officers) of the Company and its affiliates. All employees
(including officers) and consultants, or trusts for the benefit of the employee
or consultant or his or her immediate family ("Permitted Trusts") designated by
any such employee or consultant, are eligible to receive Stock Awards other
than incentive stock options under the 1991 Plan. Directors who are not
employees of or consultants to the Company or any affiliate are not eligible to
participate in the 1991 Plan.
For incentive stock options granted under the 1991 Plan, the aggregate fair
market value, determined at the time of grant, of the shares of Common Stock
with respect to which such options are exercisable for the first time by an
optionee during any calendar year (under all such plans of the Company or any
affiliate of the Company) may not exceed $100,000. No incentive stock option
may be granted under the 1991 Plan to any person who, at the time of the grant,
owns (or is deemed to own) stock possessing more than 10% of the total combined
voting power of the Company or any affiliate of the Company, unless the option
price is at least 110% of the fair market value on the date of grant of the
stock subject to the option, and the term of the option does not exceed five
years from the date of grant.
Subject to stockholder approval of this Proposal 2, the Company has added to
the 1991 Plan a per-participant, per-calendar year limitation equal to 250,000
shares of Common Stock. The purpose of adding this limitation is generally to
permit the Company to continue to be able to deduct for tax purposes the
compensation attributable to Stock Awards granted under the 1991 Plan.
Previously, the Board or the Compensation Committee determined in its
discretion the number of shares subject to a Stock Award and no such formal
limitation was placed on the number of shares available for a Stock Award to a
participant. To date, the Company has not granted to any participant in any
calendar year Stock Awards for a number of shares equal to or in excess of the
limitation.
As of December 31, 1994, approximately 3,200 employees of the Company and its
affiliates were eligible to participate under the 1991 Plan.
TERMS OF OPTIONS
The following is a description of the permissible terms of options under the
1991 Plan. Individual option grants may be more restrictive as to any or all of
the permissible terms described below.
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Exercise Price; Payment. The exercise price of incentive stock options and
nonqualified stock options under the 1991 Plan must be equal to at least the
fair market value of the underlying stock on the date of the option grant. In
some cases (see "Eligibility" above), the exercise price of incentive stock
options under the 1991 Plan may not be less than 110% of the fair market value
of the underlying stock on the date of grant. For purposes of the 1991 Plan,
the fair market value of a share of the Company's Common Stock on any date is
currently considered to be the closing sales price of the Company's Common
Stock on The Nasdaq Stock Market. On March 15, 1995, the closing sales price of
the Common Stock on The Nasdaq Stock Market was $65.4375.
The exercise price of options granted under the 1991 Plan must be paid
either: (i) in cash at the time the option is exercised; or (ii) at the
discretion of the Board, (a) by delivery of other Common Stock of the Company
that has been held for the period required to avoid a charge to the Company's
earnings, (b) pursuant to a deferred payment arrangement, or (c) in any other
form of legal consideration acceptable to the Board.
Transferability. Options under the 1991 Plan may be transferred only by will
or by the laws of descent and distribution. During the lifetime of an optionee,
only the optionee or, if the option is a nonqualified option, the optionee or a
Permitted Trust of such optionee, may exercise the option. In addition, shares
subject to repurchase by the Company under an early exercise stock purchase
agreement may be subject to the restrictions on transfer which the Board deems
appropriate.
Term. The maximum term of options under the 1991 Plan is 10 years, except
that in certain cases (see "Eligibility") the maximum term is five years.
Options under the 1991 Plan terminate three months after termination of the
optionee's employment or relationship as a consultant or director of the
Company or any affiliate of the Company, unless (a) such termination is due to
such person's permanent and total disability (as defined in the Code), in which
case the option may, but need not, provide that it may be exercised at any time
within one year of such termination; (b) the optionee dies while employed by or
serving as a consultant or director of the Company or any affiliate of the
Company, or within three months after termination of such relationship, in
which case the option may, but need not, provide that it may be exercised (to
the extent the option was exercisable at the time of the optionee's death)
within eighteen months of the optionee's death by the person or persons to whom
the rights to such option pass by will or by the laws of descent and
distribution; or (c) the option by its terms specifically provides otherwise.
Individual options by their terms may provide for exercise within a longer
period of time following termination of employment or the consulting
relationship. The option term may also be extended in the event that exercise
of the option within these periods is prohibited for specified reasons.
Option Exercise. Options granted under the 1991 Plan will become exercisable
in cumulative increments as determined by the Board. The Board has the power,
at its discretion, to accelerate the beginning of the period during which an
option may be exercised (the "vesting date"). Shares covered by currently
outstanding options under the 1991 Plan typically vest at the rate of 25% per
year during the optionee's employment or services as a consultant. Shares
covered by options granted in the future may be subject to different vesting
terms. If any optionee shall die during the term of his or her employment or
relationship as a consultant with the Company or an affiliate, then, in such
event, the vesting date for those options granted to such employee or
consultant which have not vested as of the date of such employee's or
consultant's death shall automatically be accelerated by twelve months for each
full year of employment or relationship with the Company by such employee or
consultant. The Board also has the power to accelerate the time during which an
option may be exercised. In addition, options granted under the 1991 Plan may
permit exercise prior to vesting, but in such event the optionee may be
required to enter into an early exercise stock purchase agreement that allows
the Company to repurchase shares not yet vested at their
8
<PAGE>
exercise price should the optionee leave the employ of the Company. To the
extent provided by the terms of an option, an optionee may satisfy any federal,
state or local tax withholding obligation relating to the exercise of such
option by a cash payment upon exercise, by authorizing the Company to withhold
a portion of the stock otherwise issuable to the optionee, by delivering
already-owned stock of the Company or by a combination of these means.
Neither an optionee nor any permitted transferee shall have any of the rights
of a holder of Common Stock unless and until such person has satisfied all
requirements for exercise of an option pursuant to its terms.
Cancellation and Re-Grant of Options. The Board shall have the authority to
effect, at any time and from time to time, with the consent of the affected
option holders, (i) the repricing of any or all outstanding options under the
1991 Plan and/or (ii) the cancellation of any or all outstanding options under
the 1991 Plan and to grant in substitution therefor new options under the 1991
Plan covering the same or different numbers of shares of Common Stock but
having an option price per share not less than 100% of the fair market value,
or, in the case of a 10% stockholder, not less than 110% of the fair market
value, per share of Common Stock on the new grant date. To the extent required
by Section 162(m), an option repriced under the 1991 Plan is deemed to be
cancelled and a new option granted. Both the option deemed to be cancelled and
the new option deemed to be granted will be counted against the 250,000 share
limitation.
Grant of Reload Option upon Exercise by Surrendering Shares of Company
Stock. The Board shall have the authority to include as part of any option
agreement a provision entitling the optionee to one further option (a "Reload
Option") in the event the optionee exercises the option, in whole or in part,
by surrendering other shares of Common Stock in accordance with the 1991 Plan
and the terms and conditions of the option agreement. Any such Reload Option
(i) will be for a number of shares equal to the number of shares surrendered as
part or all of the exercise price of such option; (ii) will have an expiration
date which is the same as the expiration date of the option the exercise of
which gave rise to such Reload Option; and (iii) will have an exercise price
which is equal to 100% of the fair market value of the Common Stock subject to
the Reload Option on the date of exercise of the original option or, in the
case of a Reload Option which is an incentive stock option granted to a 10%
stockholder, shall have an exercise price equal to 110% of the fair market
value of the Common Stock subject to the Reload Option on the date of exercise
of the original option.
Any such Reload Option may be an incentive stock option or a nonqualifed
stock option, provided that the designation of any Reload Option as an
incentive stock option shall be subject to the $100,000 annual limitation on
exercisability of incentive stock options described under "Eligibility" above.
There shall be no Reload Option on a Reload Option. Any Reload Options shall be
subject to the availability of sufficient shares under the 1991 Plan and to
such other terms and conditions as the Board may determine.
TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK
The following is a description of the permissible terms of stock bonuses and
purchases of restricted stock under the 1991 Plan. Individual stock bonuses or
purchases of restricted stock may be more restrictive as to any or all of the
permissible terms described below.
Purchase Price; Payment. The purchase price for restricted stock shall be
determined by the Board. The Board may determine that eligible participants may
be awarded stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company or for its benefit.
9
<PAGE>
The purchase price of stock acquired pursuant to a restricted stock purchase
agreement shall be paid either (i) in cash at the time of purchase; (ii) at the
discretion of the Board, according to a deferred payment or other arrangement
with the participant to whom the stock is sold; or (iii) in any other form of
legal consideration acceptable to the Board.
Repurchase Option. Shares of Common Stock sold or awarded under the 1991 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. In the event a
person ceases to be an employee of, or a consultant to, the Company, the
Company may repurchase or otherwise reacquire any or all of the unvested Common
Stock held by that person on the date of termination, pursuant to the terms of
the stock bonus or restricted stock purchase agreement.
Transferability. No rights under a stock bonus or restricted stock purchase
agreement shall be assignable by any participant under the 1991 Plan, except
where such assignment is required by law or expressly authorized by the terms
of the applicable agreement.
ADJUSTMENT PROVISIONS
If there is any change in the stock subject to the 1991 Plan or subject to
any Stock Award granted under the 1991 Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or otherwise), the 1991 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, and the
class, number of shares and price per share of stock subject to such
outstanding Stock Awards.
Upon the occurrence of (i) 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 generally in the election of directors; or (ii) at the time individuals
making up the incumbent Board (as defined in the 1991 Plan) cease for any
reason to constitute at least a majority of the Board; or (iii) immediately
prior to the consummation 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 shares of the Company entitled to vote, or a
liquidation or dissolution of the Company or the sale of all or substantially
all of the assets of the Company; or (iv) any other event which the incumbent
Board determines is a change of control, then under the 1991 Plan, at the
discretion of the Board, (a) the vesting of any outstanding Stock Awards under
the 1991 Plan will accelerate and such awards will terminate if unexercised
upon the occurrence of the event, or (b) the successor corporation will assume
such Stock Awards or substitute similar Stock Awards, or (c) such Stock Awards
will continue in full force and effect.
DURATION, AMENDMENT AND TERMINATION
The Board may suspend or terminate the 1991 Plan without stockholder approval
or ratification at any time or from time to time. Unless sooner terminated, the
1991 Plan will terminate on December 31, 2000. Stock Awards granted before
termination of the 1991 Plan will remain exercisable in accordance with their
respective terms after termination of the 1991 Plan.
The Board may also amend the 1991 Plan at any time or from time to time.
However, no amendment shall be effective unless approved by the stockholders of
the Company within 12 months before or after its adoption by the Board if the
amendment would: (i) modify the requirements as to eligibility for
participation (to the extent such modification requires
10
<PAGE>
stockholder approval in order for the 1991 Plan to satisfy Section 422(b) of
the Code, if applicable, or Rule 16b-3 ("Rule 16b-3") of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")); (ii) increase the
number of shares reserved for Stock Awards (except for anti-dilution
adjustments); or (iii) modify the 1991 Plan in any other way if such
modification requires stockholder approval in order for the 1991 Plan to
satisfy the requirements of Section 422(b) of the Code or to comply with the
requirements of Rule 16b-3. The Board may submit any other amendment to the
1991 Plan for stockholder approval, including, but not limited to, amendments
required to satisfy the requirements of Section 162(m) of the Code regarding
the exclusion of performance-based compensation from the limitation on the
deductibility of compensation paid to certain employees.
No amendment, suspension or termination may alter or impair the rights or
obligations of the holders of Stock Awards without the consent of such holders.
FEDERAL INCOME TAX INFORMATION
Incentive Stock Options. Incentive stock options under the 1991 Plan are
intended to be eligible for the favorable federal income tax treatment accorded
"incentive stock options" under the Code.
There generally are no federal income tax consequences to the optionee or the
Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock option may increase an optionee's
alternative minimum tax liability, if any.
If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be long-term capital gain or loss. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a "disqualifying disposition"), at the time of disposition, the optionee will
realize taxable ordinary income equal to the lesser of (i) the excess of the
stock's fair market value on the date of exercise over the exercise price, or
(ii) the optionee's actual gain, if any, on the purchase and sale. The
optionee's additional gain, or any loss, upon the disqualifying disposition
will be a capital gain or loss, which will be long-term or short-term depending
on whether the stock was held for more than one year. Long-term capital gains
currently are generally subject to lower tax rates than ordinary income. The
maximum capital gains rate for federal income tax purposes is currently 28%
while the maximum ordinary income rate is effectively 39.6% at the present
time. Slightly different rules may apply to optionees who acquire stock subject
to certain repurchase options or who are subject to Section 16(b) of the
Exchange Act.
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will be entitled (subject to the
requirement of reasonableness, the provisions of Section 162(m) of the Code and
the satisfaction of a tax reporting obligation) to a corresponding business
expense deduction in the tax year in which the disqualifying disposition
occurs.
Nonqualified Stock Options. Nonqualified stock options granted under the 1991
Plan generally have the following federal income tax consequences:
There are no tax consequences to the optionee or the Company by reason of the
grant of a nonqualifed stock option. In general, upon exercise of a
nonqualified stock option, the optionee will recognize taxable ordinary income
equal to the excess of the stock's fair market value on the date of exercise
over the option exercise price. Generally, with respect to employees, the
Company is required to withhold from regular wages or supplemental wage
payments an amount based on the
11
<PAGE>
ordinary income recognized. Subject to the requirement of reasonableness, the
provisions of Section 162(m) of the Code and the satisfaction of a tax
reporting obligation, the Company will generally be entitled to a business
expense deduction equal to the taxable ordinary income realized by the
optionee. Upon disposition of stock, the optionee will recognize a capital gain
or loss equal to the difference between the selling price and the sum of the
amount paid for such stock plus any amount recognized as ordinary income upon
exercise of the option. Such gain or loss will be long or short-term depending
on whether the stock was held for more than one year. Slightly different rules
may apply to optionees who acquire stock subject to certain repurchase options
or who are subject to Section 16(b) of the Exchange Act.
Stock Bonuses and Restricted Stock. Stock bonuses and restricted stock
purchases granted under the 1991 Plan have the following federal income tax
consequences:
Upon acquisition of stock under a restricted stock or stock bonus award, the
recipient normally will recognize taxable ordinary income equal to the excess
of the stock's fair market value over the purchase price, if any. However, to
the extent the stock is subject to certain types of vesting restrictions, the
taxable event will be delayed until the vesting restrictions lapse unless the
recipient elects to be taxed on receipt of the stock.
Generally, with respect to employees, the Company is required to withhold
from regular wages or supplemental wage payments an amount based on the
ordinary income recognized. Subject to the requirement of reasonableness, the
provisions of Section 162(m) of the Code and the satisfaction of a tax
reporting obligation and any tax withholding obligation, the Company generally
will be entitled to a business expense deduction equal to the taxable ordinary
income realized by the recipient. Upon disposition of stock, the recipient will
recognize a capital gain or loss equal to the difference between the selling
price and the sum of the amount paid for such stock, if any, plus any amount
recognized as ordinary income upon acquisition (or vesting) of the stock. Such
gain or loss will be long or short-term depending on whether the stock was held
for more than one year from the date ordinary income is measured. Slightly
different rules may apply to persons who are subject to Section 16(b) of the
Exchange Act.
Potential Limitation on Company Deductions. As part of the Omnibus Budget
Reconciliation Act of 1993, the U. S. Congress amended the Code to add Section
162(m), which denies a deduction to any publicly held corporation for
compensation paid to certain employees in a taxable year to the extent that
compensation exceeds $1,000,000 for a covered employee. It is possible that
compensation attributable to Stock Awards, when combined with all other types
of compensation received by a covered employee from the Company, may cause this
limitation to be exceeded in any particular year.
Certain kinds of compensation, including qualified "performance-based
compensation", are disregarded for purposes of the deduction limitation. In
accordance with proposed Treasury regulations issued under Section 162(m),
compensation attributable to stock options will qualify as performance-based
compensation, provided that the option is granted by a compensation committee
composed solely of "outside directors" and either: (i) the option plan contains
a per-participant limitation on the number of shares for which options may be
granted during a specified period, the per-participant limitation is approved
by the stockholders, and the exercise price of the option is no less than fair
market value of the stock on the date of grant, or (ii) the option is granted
(or exercisable) only upon the achievement (as certified in writing by the
compensation committee) of an objective performance goal established in writing
by the compensation committee while the outcome is substantially uncertain and
the option is approved by the stockholders. Restricted stock and stock bonuses
qualify as performance-based compensation under these proposed Treasury
regulations only if: (i) the award is granted by a compensation committee
comprised solely of "outside directors"; (ii) the award is granted (or
exercisable) only upon the achievement of an
12
<PAGE>
objective performance goal established in writing by the compensation committee
while the outcome is substantially uncertain; (iii) the compensation committee
certifies in writing prior to the granting (or exercisability) of the award
that the performance goal has been satisfied; and (iv) prior to the granting
(or exercisability) of the award, stockholders have approved the material terms
of the award (including the class of employees eligible for such award, the
business criteria on which the performance goal is based, and the maximum
amount (or formula used to calculate the amount) payable upon attainment of the
performance goal).
PARTICIPATION IN THE 1991 PLAN
The following table sets forth certain information with respect to stock
options granted pursuant to the 1991 Plan during the year ended December 31,
1994 to (i) the executive officers named below, (ii) all current executive
officers as a group and (iii) all non-executive officer employees, as a group.
There were no grants of stock bonuses or rights to purchase restricted stock
under the 1991 Plan during 1994. A member of the Board of Directors of the
Company is not eligible to participate in the 1991 Plan unless such director is
also an employee of or a consultant to the Company or its affiliates. The
options shown below are not necessarily indicative of the number of options
that may be granted in the future.
AMENDED PLAN BENEFITS
1991 PLAN
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF COMMON STOCK
NAME DOLLAR VALUE ($) (1) UNDERLYING OPTIONS GRANTED (2)
---- -------------------- ------------------------------
<S> <C> <C>
Gordon M. Binder.......... 2,193,750 50,000
Chief Executive Officer,
Chairman of the Board and
Director
Kevin W. Sharer........... 1,535,625 35,000
President, Chief Operat-
ing Officer and Director
Daniel Vapnek............. 1,009,125 23,000
Senior Vice President,
Research
N. Kirby Alton............ 877,500 20,000
Senior Vice President,
Development
Robert S. Attiyeh......... 4,062,500 100,000
Senior Vice President,
Finance and Corporate
Development (3)
All Executive Officers as
a Group.................. 14,649,125 343,000
All Non-Executive Officer
Employees as a Group..... 168,054,177 3,844,744
</TABLE>
- --------
(1) Exercise price multiplied by the number of shares underlying the options.
(2) Represents shares underlying options granted during the year ended December
31, 1994.
(3) Represents stock options granted to Mr. Attiyeh when he was hired by the
Company.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve the proposed revisions to the 1991 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
13
<PAGE>
PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1995, and has further
directed that management submit the selection of independent auditors for
ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has
audited the Company's financial statements since the Company's inception in
1980. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Ernst & Young LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the selection, the Board will reconsider
whether or not to retain that firm. Even if the selection were ratified, the
Board in its discretion may direct the appointment of a different independent
accounting firm at any time during the year if the Board determines that such a
change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to ratify the selection of Ernst & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
14
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the ownership of
the Company's Common Stock as of December 31, 1994 by: (i) each director; (ii)
the Company's Chief Executive Officer and each of its other four most highly
compensated executives ("Named Executive Officers") for the year ended December
31, 1994; and (iii) all directors and executive officers of the Company as a
group. The Company is not aware of any person who is a beneficial owner of more
than 5% of its Common Stock:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1) (2)
----------------------------
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF TOTAL
---------------- ---------------- ------------
<S> <C> <C>
Raymond F. Baddour........................... 108,550 *
Gordon M. Binder............................. 904,094 *
William K. Bowes, Jr. ....................... 1,505,400 1.1
Franklin P. Johnson, Jr. (3)................. 636,600 *
Steven Lazarus............................... 54,200 *
Edward J. Ledder............................. 26,800 *
Gilbert S. Omenn (4)......................... 85,300 *
Bernard H. Semler (5)........................ 116,751 *
Kevin W. Sharer.............................. 49,074 *
Daniel Vapnek (6)............................ 274,110 *
N. Kirby Alton (7)........................... 34,395 *
Robert S. Attiyeh............................ 198 *
All directors and executive officers as a
group (18 persons) (3) (4) (5) (6) (7)...... 4,148,454 3.1
</TABLE>
- ---------------------
* Less than 1%
(1) This table is based upon information supplied by directors, executive
officers and Schedules 13D and 13G, if any, filed with the Securities and
Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes and subject to community property laws where applicable, each of
the stockholders has sole voting and/or investment power with respect to
the shares beneficially owned.
(2) Includes shares which the directors and executive officers of the Company
had the right to acquire on or before March 1, 1995 pursuant to outstanding
options, as follows: Dr. Baddour-17,268 shares; Mr. Binder-854,184 shares;
Mr. Bowes-79,200 shares; Mr. Johnson-67,200 shares; Mr. Lazarus-44,877
shares; Mr. Ledder-25,200 shares; Dr. Omenn-79,200 shares; Mr. Semler-
46,886 shares; Mr. Sharer-47,940 shares; Dr. Vapnek-223,601 shares; Dr.
Alton-16,171 shares; and all directors and executive officers as a group-
1,738,197 shares.
(3) Includes 569,400 shares held by Asset Management Partners, a venture
capital limited partnership, of which Mr. Johnson is the general partner.
As the general partner, Mr. Johnson may be deemed to have voting and
investment power as to all of these shares, and therefore may be deemed to
be a beneficial owner of such shares.
(4) Includes 360 shares held by one of Dr. Omenn's children.
(5) Includes 5,154 shares held by a trust for the benefit of Mr. Semler's wife.
(6) Includes 3,650 shares held by one of Dr. Vapnek's children.
(7) Excludes 2,172 shares held by trusts established for the benefit of Dr.
Alton's children. Dr. Alton disclaims beneficial ownership of all such
shares.
15
<PAGE>
In March and June 1993, the Company exercised its option to purchase the
Class A and Class B Limited Partnership interests, respectively, of Amgen
Clinical Partners, L.P. (the "Partnership") pursuant to the partnership
purchase agreement dated as of March 12, 1993 by and among the Company, the
Partnership, Amgen Development Corporation, and each of the Class A and Class B
Limited Partners of the Partnership. As a result of the Company exercising such
option, each holder of a Limited Partnership interest acquired contractual
contingent payment rights based on the number of such holder's former Limited
Partnership interests. The contractual contingent payment rights are not voting
securities. The following table sets forth certain information regarding the
ownership of the Company's contractual contingent payment rights as of December
31, 1994 by: (i) each director; (ii) each of the five Named Executive Officers
of the Company; and (iii) all directors and executive officers of the Company
as a group:
<TABLE>
<CAPTION>
CONTRACTUAL CONTINGENT
PAYMENT RIGHTS
BENEFICIALLY OWNED (1)
--------------------------
NUMBER PERCENT
BENEFICIAL OWNER OF RIGHTS OF TOTAL
---------------- ------------- ----------
<S> <C> <C>
Raymond F. Baddour.......................... 1 *
Gordon M. Binder............................ 1 *
William K. Bowes, Jr. ...................... 2 *
Franklin P. Johnson, Jr. (2)................ 4 *
Steven Lazarus.............................. -0- *
Edward J. Ledder............................ -0- *
Gilbert S. Omenn............................ 1/2 *
Bernard H. Semler........................... 1 *
Kevin W. Sharer............................. -0- *
Daniel Vapnek............................... 1/2 *
N. Kirby Alton.............................. 1/4 *
Robert S. Attiyeh........................... -0- *
All directors and executive officers as a
group (18 persons) (2)..................... 10.25 1.2
</TABLE>
- ---------------------
* Less than 1%
(1) This table is based upon information supplied by the directors and
executive officers of the Company. Unless otherwise indicated in the
footnotes and subject to community property laws where applicable, each
holder of a contractual contingent payment right(s) has sole investment
power with respect to such right(s) beneficially owned.
(2) Includes four rights held by Asset Management Partners, a venture capital
limited partnership, of which Mr. Johnson is the general partner. As the
general partner, Mr. Johnson may be deemed to have investment power as to
all of these rights, and therefore may be deemed to be a beneficial owner
of such rights.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
During the year ended December 31, 1994, each non-employee director received
a quarterly retainer of $3,750 (plus $1,500 for a Committee Chairman) and a per
meeting fee of $1,250 (plus $750 for Committee members attending a committee
meeting, up to a maximum of $1,500 for all committee meetings held on the same
day). In the year ended December 31, 1994, the total compensation paid to non-
employee directors was $225,250. The members of the Board of Directors also are
eligible for reimbursement for their expenses incurred in connection with
attendance at Board and committee meetings in accordance with Company policy.
There are no family relationships among any directors of the Company.
16
<PAGE>
Option grants under the 1987 Directors' Stock Option Plan (the "Directors'
Plan") are non-discretionary. On January 27 of each year (or the next business
day should such date be a Saturday, Sunday or a legal holiday), each non-
employee director or an affiliate of any such non-employee director is
automatically granted under the Directors' Plan, without further action by the
Company, the Board of Directors or the stockholders of the Company, an option
to purchase shares of Common Stock of the Company. The number of shares subject
to such option is determined by multiplying 3,500 by a fraction, the numerator
of which is $40 per share and the denominator of which is the fair market value
of the Common Stock of the Company on the date of grant. The number of shares
granted will be rounded to the nearest 100 shares (rounding up if 50 shares).
In no event will the number of shares subject to such option exceed 5,000
shares or be less than 2,000 shares. The minimum and maximum number of shares
of Common Stock to be granted under the Directors' Plan will not be adjusted
for any stock split, combination of shares or Common Stock dividend.
Each person who after January 27 and prior to November 1 of any year becomes
a non-employee director will, upon the date such person becomes a non-employee
director, automatically be granted an option to purchase shares of Common Stock
of the Company. The number of shares subject to the option will be determined
as described in the immediately preceding paragraph.
The purchase price for shares acquired upon exercise of an option granted
under the Directors' Plan may be paid in cash or by delivery of shares of
Common Stock that have been held for the period required to avoid a charge to
the earnings of the Company. Any shares so surrendered shall be valued at their
fair market value on the date of exercise. The exercise price of options
granted under the Directors' Plan is equal to 100% of the fair market value of
the underlying stock on the date of the option grant.
An optionee is entitled to a reload option ("Reload Option") in the event the
optionee exercises his or her option, in whole or in part, by surrendering
other shares of Common Stock of the Company held by such non-employee director
in accordance with the Directors' Plan and the terms of the option grant. Any
such Reload Option (i) will be for a number of shares of Common Stock equal to
the number of shares of Common Stock surrendered as part or all of the exercise
price of the original option; (ii) will have an expiration date that is the
same as the expiration date of the original option; and (iii) will have an
exercise price that is equal to 100% of the fair market value of the Common
Stock subject to the Reload Option on the date of exercise of the original
option. Any such Reload Option will be subject to the availability of
sufficient shares under the Directors' Plan. There will be no Reload Option on
a Reload Option.
Options granted to a non-employee director under the Directors' Plan may not
be exercised: (a) unless such director has, at the date of grant, provided
three years of prior continuous service as a non-employee director, in which
case such option will vest upon grant but will not be exercisable until six
months after the date of grant, or (b) until the date upon which such director
has provided one year of continuous service as a non-employee director
following the date of grant of such option, whereupon such option will become
fully exercisable in accordance with its terms. No option under the Directors'
Plan is exercisable by the optionee after the expiration of ten years from the
date the original option is granted.
During the year ended December 31, 1994, the Company granted under the
Directors' Plan an aggregate of 19,600 non qualified stock options at an
exercise price of $49.50 per share.
17
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows for the years ended December 31, 1994, 1993 and
1992, respectively, certain compensation awarded or paid to, or earned by the
Named Executive Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) (1) BONUS ($) (2) COMPENSATION OPTIONS (#) COMPENSATION ($) (3)
- --------------------------- ---- -------------- ------------- ------------ ------------ --------------------
<S> <C> <C> <C> <C> <C> <C>
Gordon M. Binder, Chief 1994 533,348 723,300 50,000 50,751
Executive Officer, 1993 466,676 487,057 24,390 137,564
Chairman of the Board 1992 400,016 407,351 20,000 15,907
and Director
Kevin W. Sharer,
President, Chief 1994 389,180 424,500 187,265 (7) 35,000 32,248
Operating Officer 1993 360,000 305,908 893,037 (8) 70,200 (9) 52,818
and Director 1992 64,154 200,000 150,000 (10) 5,045
Daniel Vapnek, Senior
Vice President, Research 1994 317,176 393,900 23,000 27,012
1993 273,348 223,807 15,559 58,241
1992 236,672 162,556 15,500 (11) 15,907
N. Kirby Alton, Senior
Vice President, 1994 277,836 219,200 20,000 22,777
Development 1993 238,348 161,573 16,140 39,477
1992 191,672 111,380 22,000 (11) 15,907
Robert S. Attiyeh,
Senior Vice President, 1994 162,600 (5) 635,400 (6) 100,000 (12) 43,779
Finance and Corporate 1993 -- -- -- --
Development (4) 1992 -- -- -- --
</TABLE>
- ---------------------
(1) Includes amounts deferred out of compensation under the Company's
Retirement and Savings Plan (a 401(k) plan) otherwise payable in cash
during each calendar year.
(2) Bonuses pursuant to the Company's performance based Management Incentive
Plan ("MIP") were earned in the year ended December 31, 1992 during the
following MIP periods:(i) April 1, 1991 through March 31, 1992; and (ii)
April 1, 1992 through December 31, 1992. The bonuses for 1992 represent 25%
of the payments received under the MIP for the period April 1, 1991 through
March 31, 1992 and 100% of the payments received under the MIP for the
period April 1, 1992 through December 31, 1992. As of January 1, 1993, the
MIP period corresponded to the Company's fiscal year. Bonuses under the MIP
for the period April 1, 1991 through March 31, 1992 were as follows: Mr.
Binder, $254,495; Dr. Vapnek, $108,918;Dr. Alton, $75,440. Bonuses under
the MIP for the period April 1, 1992 throughDecember 31, 1992 were as
follows: Mr. Binder, $343,727; Dr. Vapnek, $135,326; and Dr. Alton,
$92,520.
(3) All Other Compensation is comprised of Company contributions and credits to
the Retirement and Savings Plan and the Supplemental Retirement Plan
("SRP"). The amounts shown for 1992 represent annual contributions by the
Company to the Retirement and Savings Plan. The amounts shown for 1993 and
1994 are comprised primarily of Company credits to the SRP but also include
contributions in the amounts of $16,385 and $11,350 to the Company's
Retirement and Savings Plan for each of the Named Executive Officers for
the years ended December 31, 1993 and 1994, respectively. The SRP is a non-
qualified, unfunded, deferred compensation plan. Participation in the SRP
is available to participants in the Company's Retirement and Savings Plan
who are affected by the Internal Revenue Code limits on the amount of
employee compensation that may be recognized for purposes of calculating
the Company's core,
18
<PAGE>
matching and performance contributions to the Retirement and Savings Plan.
At the time an SRP participant reaches the statutory limitation(s) under the
Retirement and Savings Plan, the Company credits the participant with an
amount equal to the difference between the maximum Company contributions
permitted under the Retirement and Savings Plan and the amount of Company
contributions that such employee would have received, absent statutory
limitations. Participants are also credited as of December 31 of each year
with an amount equal to the return on investment that would have been earned
on all current and prior year SRP contributions if such contributions had
been invested during such year in the same investment options, other than
Company stock, selected by a participant with respect to his or her
Retirement and Savings Plan account. Since the SRP was adopted in 1993 with
approved retroactive participation, also included in All Other Compensation
for 1993 are Company SRP contributions credited in 1993 with respect to the
years ended December 31, 1991 and 1992 and amounts by which such Company
contributions would have increased if such contributions had been invested
as of January 1, 1993 in the same investment options, other than Company
stock, selected by a participant with respect to his or her Retirement and
Savings Plan account. Pursuant to the SRP, the Named Executive Officers were
credited with the following amounts for the year ended December 31, 1994:
Mr. Binder, $39,401; Mr. Sharer, $20,898; Dr. Vapnek, $15,662; Dr. Alton,
$11,427; and Mr. Attiyeh, $32,429. Company credits to the SRP are
bookkeeping entries and represent the Company's unsecured promise of future
payment. The credits are fully vested upon termination of employment on or
after the participant reaches age 65 or by reason of disability or death. If
a participant's employment is terminated prior to reaching age 65 for any
reason other than disability or death, credits are partially vested in
accordance with a vesting schedule based upon years of service. Pursuant to
this vesting schedule, 50% of the credits become vested upon five years of
service and an additional 10% of the credits become vested on each
successive anniversary date, with full vesting occurring on the tenth
anniversary date.
(4) The Board elected Mr. Attiyeh as Senior Vice President, Finance and
Corporate Development on April 25, 1994.
(5) Represents Mr. Attiyeh's salary paid for the period from the date he
commenced employment with the Company in July 1994 through December 1994.
Mr. Attiyeh's salary on an annualized basis was $325,200.
(6) Includes a signing bonus of $500,000 and a payment of $135,400 under the
MIP.
(7) Represents payment on behalf of Mr. Sharer with respect to taxes payable by
him as a result of certain payments described in footnote (8) below.
(8) Includes a $524,330 payment to Mr. Sharer that represents the difference
between the original cost of his primary residence in Virginia and the
market value, which was less than the original cost; $46,712 in payments to
or on behalf of Mr. Sharer in connection with his relocation to the
Thousand Oaks vicinity; and a $321,995 payment on behalf of Mr. Sharer with
respect to taxes payable by him as a result of such payments.
(9) Represents Mr. Sharer's annual periodic stock option grant which included
supplemental stock options to adjust the grant price for the options
granted when he was hired by the Company to reflect an equivalent grant
price of approximately $50 per share.
(10) Represents stock options granted to Mr. Sharer when he was hired by the
Company.
(11) Represents the sum of the options granted in connection with promotions
and a reorganization of the Company's management structure effected in
August 1992 and the annual periodic stock option grants.
(12) Represents stock options granted to Mr. Attiyeh when he was hired by the
Company.
19
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The Company has granted options to its executive officers under its 1991
Equity Incentive Plan and prior stock option plans (collectively, the "Option
Plans"). As of December 31, 1994, options to purchase a total of 17,121,999
shares had been granted and were outstanding under the Option Plans for all
employees, including 1,769,511 shares granted to the five Named Executive
Officers. As of that date, options to purchase 3,874,928 shares remained
available for future grant under the Option Plans.
The following tables show for the year ended December 31, 1994, certain
information regarding options granted to, exercised by, and held at year end by
the Named Executive Officers:
OPTION GRANTS IN FISCAL YEAR 1994
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES PERCENT OF AT ASSUMED ANNUAL RATES
UNDERLYING TOTAL OPTIONS OF STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM (1)
GRANTED EMPLOYEES IN BASE PRICE ---------------------------
NAME (#) (2) (3) (4) FISCAL YEAR (5) ($/SH) (6) EXPIRATION DATE 5% ($) 10% ($)
- ---- --------------- --------------- ----------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gordon M. Binder........ 50,000 1.19% 43.875 07/01/01 893,077 2,081,248
Kevin W. Sharer......... 35,000 .84% 43.875 07/01/01 625,154 1,456,874
Daniel Vapnek........... 23,000 .55% 43.875 07/01/01 410,815 957,374
N. Kirby Alton.......... 20,000 .48% 43.875 07/01/01 357,231 832,499
Robert S. Attiyeh....... 100,000 (7) 2.39% 40.625 04/28/01 1,653,845 3,854,163
</TABLE>
- ---------------------
(1) The potential realizable value is based on the term of the option at the
time of its grant, which is seven years for the stock options granted to
the five Named Executive Officers in the table. Pursuant to the rules
promulgated by the SEC, assumed annual stock price appreciation rates of 5%
and 10% are used. The potential realizable value is calculated by assuming
that the stock price on the date of grant appreciates at the indicated
rate, compounded annually, for the entire term of the option and that the
option is exercised and sold on the last day of its term at this
appreciated stock price. No valuation method can accurately predict future
stock prices or option values because there are too many unknown factors.
No gain to the optionee is possible unless the stock price increases over
the option term. Such a gain in stock price would benefit all stockholders.
(2) Under the terms of the Company's Option Plans, the Board of Directors
retains discretion, subject to plan limitations, to modify the terms of
outstanding options and to reprice the options. The Board of Directors has
delegated administration of the Option Plans to the Compensation Committee
of the Board of Directors.
(3) The options were granted to the five Named Executive Officers in the table
for a term of seven years, subject to earlier termination if the optionee
ceases employment with the Company prior to the vesting of such options.
Each option agreement contains a provision entitling the optionee to a
further Reload Option in the event the optionee exercises the option, in
whole or in part, by surrendering other shares of Common Stock in
accordance with the Option Plans. Any such Reload Option (i) will be for a
number of shares of Common Stock equal to the number of shares of Common
Stock surrendered as part or all of the exercise price of the original
option; (ii) will have an expiration date that is the same as the
expiration date of the original option; and (iii) will have an exercise
price that is equal to 100% of the fair market value of the Common Stock
subject to the Reload Option on the date of exercise of the original
option. There will be no Reload Option on a Reload Option.
(4) Except in the case of Mr. Attiyeh, represents options granted as part of
the annual periodic stock option grants extended to all eligible employees
of the Company. Upon vesting, such
20
<PAGE>
options become exercisable. 20% of the options covered thereby become
vested twelve months after the grant date and an additional 20% of the
options become vested on each successive anniversary date, with full vesting
occurring on the fifth anniversary date.
(5) Options granted to the five Named Executive Officers in the table, who are
reporting persons for purposes of Section 16 ("Section 16 officers") of the
Securities Exchange Act of 1934, represented 5.45% of the total options
granted to all employees of the Company; and options granted to all eleven
Section 16 officers of the Company represented 8.19% of the total options
granted to all employees of the Company.
(6) The exercise price of options must be paid: (i) in cash at the time the
option is exercised, or(ii) at the discretion of the Board of Directors,
(a) by delivery of other Common Stock of the Company that has been held for
the period required to avoid a charge to the Company's earnings and valued
at the fair market value on the date of exercise, (b) pursuant to a
deferred payment or other arrangement, or (c) in any other form of legal
consideration acceptable to the Board of Directors. Tax withholding
obligations related to exercise may be paid by a cash payment upon
exercise, by delivery to the Company of already owned shares or by
authorizing the Company to withhold shares otherwise issuable upon
exercise, or by a combination of these methods. The options are subject to
accelerated vesting upon the death of the optionee while in the employ of
the Company or within three months of termination of such employment.
(7) Represents options granted by the Company to Mr. Attiyeh pursuant to his
terms of employment. Upon vesting, such options become exercisable. 25% of
the options covered thereby become vested twelve months after the grant
date and an additional 25% of the options become vested on each successive
anniversary date, with full vesting occurring on the fourth anniversary
date.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994
AND FISCAL YEAR-END 1994 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END ($) (2)
-------------------- --------------------
SHARES
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) (1) UNEXERCISABLE UNEXERCISABLE
- ---- ------------ ---------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Gordon M. Binder........ -0- -0- 804,180/ 40,471,415/
249,962 9,162,838
Kevin W. Sharer......... 6,100 122,000 47,940/ 183,613/
201,160 1,828,075
Daniel Vapnek........... 112,960 5,091,380 223,601/ 11,120,212/
55,398 1,025,435
N. Kirby Alton.......... 39,594 1,535,539 16,171/ 154,289/
71,099 1,707,472
Robert S. Attiyeh....... -0- -0- - 0 -/ - 0 -/
100,000 1,837,500
</TABLE>
- --------------------
(1) Value realized is based on the market value of the Company's Common Stock
on the date of exercise, minus the exercise price, and does not necessarily
indicate that the optionee sold such stock.
(2) Value of unexercised in-the-money options is calculated based on the market
value of the underlying securities, minus the exercise price, and assumes
sale of the underlying securities on December 30, 1994 at the then current
market value of $59 per share.
21
<PAGE>
COMPENSATION COMMITTEE REPORT/1/
The Board of Directors has delegated to the Compensation Committee of the
Board of Directors (the "Compensation Committee") the authority to establish
and maintain the Job Grade and Compensation Range Tables and Merit Increase
Guidelines both used to establish initial salary guidelines and merit pay
increases throughout the Company and as the basis for making specific
recommendations to the Board concerning the compensation of senior officers of
the Company, including the Chief Executive Officer of the Company. In
addition, the Compensation Committee administers the performance based
Management Incentive Plan ("MIP"), the Option Plans, the Retirement and
Savings Plan, the Supplemental Retirement Plan, the Employee Stock Purchase
Plan and all other compensation and benefit programs currently in place at the
Company. Compensation Committee members are all non-employee directors.
The Compensation Committee intends to design and administer its compensation
plans to support the achievement of the Company's long-term strategic
objectives and to enhance stockholder value and, to the extent possible, to
maximize the deductibility of compensation for tax purposes. The Omnibus
Budget Reconciliation Act of 1993 placed a one million dollar limit on the
amount of non-performance based compensation for Named Executive Officers that
may be deducted by the Company for tax purposes. The Committee has been
advised that based upon stockholder approval of the material terms of the MIP
in 1994 and Section 162(m) transition rules, compensation under the MIP is
excluded from this limitation. The Committee has also been advised that upon
approval by the Company's stockholders of Proposal 2, compensation from stock
options granted under the 1991 Plan will also be excluded from this
limitation. Therefore, the Board of Directors is seeking stockholder approval
of Proposal 2.
The method used by the Compensation Committee to determine executive
compensation is designed to provide for a base salary that, while competitive
with comparable companies, is nevertheless calculated to result in a base
salary that is at the lower end of the competitive range for those companies.
Base salary is supplemented by two additional compensation components: First,
the MIP, designed to reward participants for individual and Company-wide
performance; and second, the Company's Option Plans, designed to provide long-
term incentives to all employees of the Company. Each of these components is
discussed in turn below:
Base Salary
Base Salaries for all employees, including executive officers of the
Company, are determined based on an established Job Grade and Compensation
Range Table that is designed to provide a Base Salary that ensures that
salaries, while remaining competitive with comparable companies, are at the
lower end of the range for executive officers and at the middle of the range
for all other employees of the companies surveyed. In monitoring the Executive
Job Grade and Compensation Range Table, the members of the Compensation
Committee compared compensation information derived from compensation surveys
outlining compensation levels at major pharmaceutical companies, the majority
of which are included in the Standard & Poor's Drug Index, leading
biotechnology companies and other high technology companies./2/ Adjustments to
each individual's
- --------
/1/ The material in this report and in the performance graph is not soliciting
material, is not deemed filed with the SEC, and is not incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made
before or after the date of this proxy statement and irrespective of any
general incorporation language in such filing.
/2/ The Committee utilizes data and summaries provided by Organization Resources
Counselors, Inc. and Towers Perrin, two independent consulting firms, to
determine comparable companies, including major pharmaceutical, leading
biotechnology and other high technology companies, and their compensation
levels.
22
<PAGE>
Base Salary are made in connection with annual performance reviews. The amounts
of such increases are calculated using compensation levels at comparable
companies and the Merit Increase Guidelines which provide for percentage salary
increases based on the position in the Compensation Range and the result of
each individual's annual performance review. The recommended percentage
increases are adjusted annually and reflect the Compensation Committee's
assessment of appropriate salary adjustments given the results of competitive
surveys and general economic conditions.
Performance Based Management Incentive Plan (MIP)
The MIP has been established to reward participants for their contributions
to the achievement of Company-wide performance goals. All executive officers of
the Company and certain other key employees, as determined by the Compensation
Committee, participate in the MIP. MIP payouts are established at a level
designed to ensure that when such payouts are added to a participant's Base
Salary, the resultant compensation for above average performance will exceed
the average compensation level of comparable companies.
The structure of the MIP provides for the development of a compensation pool
(the "Pool"). Amounts attributable to the Pool are based upon the achievement
of certain specified performance goals and milestones established by members of
management and approved by the Compensation Committee at the beginning of each
MIP period. The plan requires that at least 50% of the Pool determination be
based upon Return on Capital Employed ("ROCE") and Growth in Revenue, with the
remainder based upon two or three major goals selected by the Committee from
the goals established by management in connection with the planning process.
Target awards for participants are established pursuant to a percentage formula
relating to Base Salary. The MIP provides for a range of payouts based on
actual achievements, with both the size of the Pool and the individual awards
subject to an upside potential of 150% of applicable targets for the
achievement of performance that is significantly above the target levels. No
awards are made to the participants, regardless of the performance achieved on
the other goals or by individual participants, unless either the ROCE or the
Growth in Revenue goal is achieved.
At the beginning of each MIP period, participants in the MIP are required to
work with upper management to define individual performance objectives that
will contribute to the success of the Company. Each participant's payout from
the MIP Pool is based upon the respective supervisor's and the Compensation
Committee's assessment of achievement of the participant's goals. Performance
objectives are stated as a range of possible measured achievements. In order to
be eligible to receive a payout from the MIP, each individual participant must
have achieved his or her individual performance objectives at least at the
minimum threshold. The minimum threshold represents significant, but less than
planned, performance. The payout at the minimum threshold is usually 50% of the
target payout, assuming Pool goals are achieved at target. The maximum amount
payable to any participant may not exceed $900,000.
The Pool goals for the MIP period ended December 31, 1994 included goals
related to ROCE; Growth in Revenue; specific product development objectives;
income after taxes; and licensing and commencement of manufacturing at a new
plant in Puerto Rico. The relative weightings of these five factors in
determining the total Pool were 30%, 20%, 25%, 15% and 10%, respectively. Based
upon evaluations by management and approved by the Compensation Committee, the
Company achieved 135% of the target Pool goals established under the MIP for
the period ended December 31, 1994.
Option Plans
The Option Plans offered by the Company have been established to provide all
employees of the Company with an opportunity to share, along with stockholders
of the Company, in the long-term performance of the Company.
23
<PAGE>
Periodic grants of stock options are generally made annually to all eligible
employees, with additional grants being made to certain employees upon
commencement of employment and occasionally, following a significant change in
job responsibility, scope or title or a particularly noteworthy achievement.
Stock options granted under the various stock option plans generally have a
three-, four- or five-year vesting schedule and generally expire seven or ten
years from the date of grant. The exercise price of options granted under the
stock option plans are granted at 100% of fair market value of the underlying
stock on the date of grant.
Guidelines for the number of stock options for each participant in the
periodic grant program generally are determined by a procedure established by
the Compensation Committee based upon several factors including the salary
grade midpoint, the performance of each participant and the approximate market
price of the stock at the time of grant. The size of the grants, as developed
under the procedure, are targeted to be somewhat above competitive levels as a
reflection of both the added incentive to continue the favorable competitive
performance of the Company, as well as the risk attached to the future growth
of the biotech industry.
CEO Compensation
Mr. Binder's Base Salary, MIP payout and grants of stock options were
determined in accordance with the criteria described in the "Base Salary",
"Management Incentive Plan" and "Option Plans" sections of this report. Mr.
Binder's Base Salary of $533,348 reflects the Board's assessment of his very
favorable performance and his position in the Grade and Range Table.
The MIP target for Mr. Binder for the MIP period ended December 31, 1994 was
set at 84% of Base Salary. The actual award under the MIP for the MIP period
ended December 31, 1994 was $723,300 or 136% of Base Salary. Payments made to
Mr. Binder as a participant in the MIP for the period ended December 31, 1994
reflect both the Company's level of achievement of the Pool goals and Mr.
Binder's level of achievement of his individual performance objectives, which
included goals related to the sales of EPOGEN(R) and NEUPOGEN(R), research,
government affairs and the Company's Pool goals of ROCE, product development
objectives and income after taxes. As previously discussed, no awards are made
to MIP participants unless the Company achieves either the ROCE or Growth in
Revenue goal.
The periodic stock option grant to Mr. Binder in July 1994 of options to
purchase 50,000 shares of Common Stock of the Company at 100% of fair market
value on the date of grant, or $43.875 per share, also reflects the Board's
assessment of the substantial contributions made by Mr. Binder to the growth
and performance of the Company.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
<TABLE>
<S> <C>
Bernard H. Semler, Chairman Steven Lazarus
Raymond F. Baddour Edward J. Ledder
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, the Company's Compensation Committee consisted of Messrs.
Semler, Lazarus, Ledder and Dr. Baddour, all of whom are non-employee
directors. No member of the Compensation Committee has a relationship that
would constitute an interlocking relationship with executive officers or
directors of another entity.
24
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON
The chart set forth below shows the value of an investment of $100 on
December 31, 1989 in each of Amgen stock, the Standard & Poor's 500 Index (the
"S&P 500"), the Standard & Poor's Drug Index (the "S&P Drug") and the NASDAQ
Pharmaceutical Index (the "NASDAQ Pharmaceutical"). All values assume
reinvestment of the pre-tax value of dividends and are calculated as of
December 31 of each year.
AMGEN STOCK PRICE VS. S&P 500, S&P DRUG, NASDAQ PHARMACEUTICAL INDEXES
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION> NASDAQ
Measurement Period S&P S&P Pharm.
(Fiscal Year Covered) AMGEN 500 INDEX DRUG Index Index
- ------------------- ---------- --------- ---------- ------
<S> <C> <C> <C> <C>
Measurement Pt-12/31/89 $100 $100 $100 $100
01/31/90 $ 95.41 $ 93.29 $ 93.83 $110.45
02/28/90 $117.21 $ 94.49 $ 88.84 $119.44
03/30/90 $126.00 $ 96.99 $ 93.46 $123.25
04/30/90 $130.59 $ 94.57 $ 94.37 $121.21
05/31/90 $143.02 $103.79 $108.71 $134.89
06/29/90 $158.51 $103.09 $112.65 $141.48
07/31/90 $175.91 $102.76 $117.71 $138.85
08/31/90 $184.51 $ 93.47 $108.44 $125.42
09/28/90 $182.60 $ 88.89 $102.43 $119.34
10/31/90 $192.73 $ 88.69 $102.68 $119.16
11/30/90 $234.80 $ 94.63 $113.19 $138.41
12/31/90 $253.98 $ 97.27 $114.41 $145.73
01/31/91 $300.76 $101.51 $119.65 $167.93
02/28/91 $372.28 $108.77 $133.06 $206.79
03/29/91 $535.37 $111.40 $135.90 $243.23
04/30/91 $517.02 $111.66 $136.30 $228.95
05/31/91 $498.66 $116.48 $145.90 $238.58
06/28/91 $480.88 $111.14 $139.07 $225.88
07/31/91 $603.63 $116.33 $152.43 $256.39
08/30/91 $651.63 $119.08 $158.04 $283.65
09/30/91 $676.10 $117.09 $157.36 $311.90
10/31/91 $734.23 $118.66 $164.18 $357.28
11/29/91 $685.28 $113.88 $162.16 $319.49
12/31/91 $927.17 $126.91 $188.53 $387.31
01/31/92 $865.77 $124.54 $176.08 $404.25
02/29/92 $798.47 $126.15 $175.97 $369.23
03/31/92 $764.82 $123.70 $164.96 $335.38
04/30/92 $685.28 $127.33 $163.14 $280.46
05/29/92 $746.46 $127.96 $163.63 $290.91
06/30/92 $743.40 $126.05 $159.69 $281.04
07/31/92 $801.53 $131.20 $170.55 $296.26
08/31/92 $775.53 $128.52 $162.28 $269.68
09/30/92 $767.88 $130.03 $151.02 $264.65
10/31/92 $816.83 $130.47 $150.95 $282.52
11/30/92 $939.20 $134.92 $154.76 $325.84
12/31/92 $864.50 $136.57 $149.52 $322.61
01/29/93 $758.70 $137.71 $138.46 $299.85
02/26/93 $443.59 $139.59 $129.38 $230.16
03/31/93 $461.95 $142.54 $126.76 $232.29
04/30/93 $489.48 $139.09 $133.69 $234.67
05/28/93 $434.42 $142.81 $138.89 $244.27
06/30/93 $446.65 $143.23 $132.60 $244.72
07/30/93 $428.30 $142.65 $118.19 $237.72
08/31/93 $452.77 $148.07 $122.67 $250.38
09/30/93 $472.66 $147.95 $121.98 $265.33
10/29/93 $558.32 $151.01 $128.72 $288.77
11/30/93 $553.73 $150.87 $134.79 $282.41
12/31/93 $605.74 $152.69 $136.83 $287.51
01/31/94 $596.56 $157.89 $137.62 $296.22
02/28/94 $510.90 $153.61 $125.68 $269.47
03/31/94 $468.07 $146.91 $116.32 $234.43
04/29/94 $495.60 $148.79 $119.47 $225.00
05/31/94 $569.79 $151.23 $131.33 $221.94
06/30/94 $524.67 $147.53 $128.15 $204.62
07/29/94 $608.03 $152.36 $125.11 $210.79
08/31/94 $645.51 $158.61 $142.95 $233.66
09/30/94 $651.63 $154.73 $146.51 $230.55
10/31/94 $682.22 $158.21 $150.89 $222.83
11/30/94 $714.34 $152.45 $156.54 $223.80
12/31/94 $721.99 $154.70 $159.29 $216.75
</TABLE>
25
<PAGE>
CERTAIN TRANSACTIONS
During the year ended December 31, 1994, the Company had aggregate loans
outstanding in the original principal amounts of $158,000 to Mr. Larry A. May
and $200,000 to Mr. Sharer, both of whom are executive officers of the
Company. Each such loan is evidenced by a full recourse promissory note
secured by real estate valued in excess of the principal balance of such loan.
The purpose of the loans was to provide sufficient cash to each of Messrs. May
and Sharer to enable these key officers to satisfy certain personal objectives
and obligations. The annual interest rate on each such loan was 4.1% during
the year ended December 31, 1994 and was 4.9% on February 28, 1995. Including
principal and accrued interest, the largest aggregate indebtedness since
January 1, 1994 of Messrs. May and Sharer under such loans was $158,000 and
$200,000, respectively. The aggregate outstanding indebtedness at February 28,
1995 of Messrs. May and Sharer under such loans was $158,000 and $200,000,
respectively.
In 1994, Mr. Robert S. Attiyeh became Senior Vice President, Finance and
Corporate Development of the Company. In addition to the compensation
described in "Executive Compensation", the terms of Mr. Attiyeh's employment
provide for a minimum guaranteed payment of $200,000 under the MIP for the
plan year beginning January 1, 1995 and ending December 31, 1995.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and with the National Association of Securities
Dealers, Inc. Officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of all forms
they file pursuant to Section 16(a).
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5
disclosing delinquently reported transactions were required for those persons,
the Company believes that, during the year ended December 31, 1994, all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with, except that PaineWebber R&D Partners,
L.P., a 10% beneficial owner of the Company's contractual contingent payment
rights, failed to timely file one report covering one transaction and
PaineWebber Development Corporation, an affiliate of PaineWebber R&D Partners,
L.P., failed to timely file two reports covering a total of two transactions.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented for
consideration at the Annual Meeting. If other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
By Order of the Board of Directors
/s/ THOMAS E. WORKMAN, JR.
Secretary
April 4, 1995
26
<PAGE>
RECYCLED PAPER LOGO
Printed on recycled paper
<PAGE>
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
-------------
BUSINESS REPLY MAIL -------------
FIRST CLASS PERMIT NO. 67 THOUSAND OAKS, CA -------------
-------------
-------------
POSTAGE WILL BE PAID BY ADDRESSEE -------------
-------------
AMGEN INC. -------------
ATTN: Secretary, Mail Stop 10-1-B-400 -------------
1840 DeHavilland Drive -------------
Thousand Oaks, CA 91320-1789
<PAGE>
Amgen Inc.
[_] I plan to attend the Annual Stockholders' Meeting on Tuesday, May 9, 1995.
- --------------------------------------------------------------------------------
Name (Please print)
- --------------------------------------------------------------------------------
Address
( )
- --------------------------------------------------------------------------------
City State Zip Telephone No.
<PAGE>
AMGEN LOGO
MEMORANDUM
TO: ALL EMPLOYEES HOLDING AMGEN INC. COMMON STOCK
THROUGH PARTICIPATION IN THE RETIREMENT AND SAVINGS PLAN
FOR AMGEN MANUFACTURING, INC.
--------------------------------------------------------
FROM: SCOTT J. FORAKER
DATE: APRIL 4, 1995
SUBJ: AMGEN INC. - 1995 PROXY MATERIAL
As you know, you have allocated a portion of your Retirement and Savings Plan
for Amgen Manufacturing, Inc. (the "Plan") contributions toward purchasing
shares of Common Stock of Amgen Inc. (the "Company"). Pursuant to the terms of
the Plan, in conjunction with the transition of the Plan's recordkeeper from The
Wyatt Company to Fidelity Institutional Retirement Services Company, you are
entitled to vote on the proposals to be presented at the 1995 Annual
Stockholders' Meeting (the "Meeting") based on the number of shares of the
Company's Common Stock that were allocated to your Plan account as of December
31, 1994. Enclosed with this memorandum are the Company's 1994 Annual Report,
the 1995 Notice of Annual Meeting of Stockholders and accompanying Proxy
Statement of the Company that outlines the proposals to be presented at the
Meeting, a green proxy card and a return envelope for your proxy card.
PLEASE NOTE THAT YOUR VOTING WITH RESPECT TO THE COMMON STOCK IN YOUR PLAN
- --------------------------------------------------------------------------
ACCOUNT IS HELD IN THE STRICTEST CONFIDENCE. No officer or employee of the
- --------------------------------------------
Company has the right to review your completed Plan proxy card. THEREFORE, IN
-------------
ORDER FOR YOUR VOTES TO BE COUNTED, YOU MUST RETURN YOUR COMPLETED PLAN PROXY
- -----------------------------------------------------------------------------
CARD TO AMERICAN STOCK TRANSFER & TRUST COMPANY ("ASTTC") IN THE ENVELOPE
- -------------------------------------------------------------------------
PROVIDED. If you return your completed Plan proxy card to any officer or
- ---------
employee of the Company, your votes cannot be counted.
You are entitled to vote with respect to the number of shares held in your Plan
account. Such number of shares can be found to the left of your name and
address on the enclosed proxy card. It is extremely important that you vote,
sign, date and promptly mail the enclosed green Plan proxy card to ASTTC in the
--------
enclosed, self-addressed, stamped envelope at your earliest convenience. If
ASTTC does not receive your completed Plan proxy card in a timely fashion, the
Plan Trustee, Banco Santander Puerto Rico, will vote your shares in accordance
with the voting instructions that have been received from other Plan
participants.
If you held additional Common Stock of the Company as of March 15, 1995 in
certificate form or through your bank or broker, you will receive additional
proxy cards for those shares. In order for all of your shares to be voted, you
should complete and return promptly each proxy card that you receive.
If you have any questions regarding this memorandum or the enclosures, please
call me at (805) 447-6626. Thank you for your prompt attention to this matter.
Enclosures
<PAGE>
AMGEN LOGO
MEMORANDUM
TO: ALL EMPLOYEES HOLDING AMGEN INC. COMMON STOCK
THROUGH PARTICIPATION IN THE
AMGEN RETIREMENT AND SAVINGS PLAN
----------------------------------------------
FROM: SCOTT J. FORAKER
DATE: APRIL 4, 1995
SUBJ: AMGEN INC. - 1995 PROXY MATERIAL
As you know, you have allocated a portion of your Amgen Retirement and Savings
Plan (the "Plan") contributions toward purchasing shares of Common Stock of
Amgen Inc. (the "Company"). Pursuant to the terms of the Plan as amended, you
are entitled to vote on the proposals to be presented at the 1995 Annual
Stockholders' Meeting (the "Meeting") based on the number of shares of the
Company's Common Stock that were allocated to your Plan account as of March 15,
1995. Enclosed with this memorandum are the Company's 1994 Annual Report, the
1995 Notice of Annual Meeting of Stockholders and accompanying Proxy Statement
of the Company that outlines the proposals to be presented at the Meeting, a
blue instruction card and a return envelope for your instruction card.
PLEASE NOTE THAT YOUR VOTING WITH RESPECT TO THE COMMON STOCK IN YOUR PLAN
- --------------------------------------------------------------------------
ACCOUNT IS HELD IN THE STRICTEST CONFIDENCE. No officer or employee of the
- --------------------------------------------
Company has the right to review your completed Plan instruction card.
THEREFORE, IN ORDER FOR YOUR VOTES TO BE COUNTED, YOU MUST RETURN YOUR COMPLETED
- --------------------------------------------------------------------------------
PLAN INSTRUCTION CARD TO AMERICAN STOCK TRANSFER & TRUST COMPANY ("ASTTC") IN
- -----------------------------------------------------------------------------
THE ENVELOPE PROVIDED. If you return your completed Plan instruction card to
- ----------------------
any officer or employee of the Company, your votes cannot be counted.
You are entitled to vote with respect to the number of shares held in your Plan
account. Such number of shares can be found to the left of your name and
address on the enclosed instruction card. It is extremely important that you
vote, sign, date and promptly mail the enclosed blue Plan instruction card to
--------
ASTTC in the enclosed, self-addressed, stamped envelope at your earliest
convenience. If ASTTC does not receive your completed Plan instruction card in
a timely fashion, the Plan Trustee, Fidelity Management Trust Company, will vote
your shares in accordance with the voting instructions that have been received
from other Plan participants.
If you held additional Common Stock of the Company as of March 15, 1995 in
certificate form or through your bank or broker, you will receive additional
instruction cards for those shares. In order for all of your shares to be
voted, you should complete and return promptly each instruction card that you
receive.
If you have any questions regarding this memorandum or the enclosures, please
call me at Extension 6626. Thank you for your prompt attention to this matter.
Enclosures
<PAGE>
AMGEN INC.
AMENDED AND RESTATED 1991 EQUITY INCENTIVE PLAN
-----------------------------------------------
1. PURPOSE.
-------
(a) The purpose of the Amended and Restated 1991 Equity Incentive Plan
(the "Plan") is to provide a means by which employees of and consultants to
Amgen Inc., a Delaware corporation (the "Company"), and its Affiliates, as
defined in subparagraph 1(b), directly or indirectly through trusts created for
the benefit of their families, may be given an opportunity to benefit from
increases in value of the stock of the Company through the granting of (i)
incentive stock options, (ii) nonqualified stock options, (iii) stock bonuses,
and (iv) rights to purchase restricted stock, all as defined below.
(b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").
(c) The Company, by means of the Plan, seeks to retain the services of
persons now employed by or serving as consultants to the Company, to secure and
retain the services of persons capable of filling such positions, and to provide
incentives for such persons to exert maximum efforts for the success of the
Company.
(d) The Company intends that the rights issued under the Plan ("Stock
Awards") shall, in the discretion of the Board of Directors of the Company (the
"Board") or any committee to which responsibility for administration of the Plan
has been delegated pursuant to subparagraph 2(c), be either (i) stock options
granted pursuant to paragraph 5 hereof, including incentive stock options as
that term is used in Section 422 of the Code ("Incentive Stock Options"), or
options which do not qualify as Incentive Stock Options ("Nonqualified Stock
Options") (together hereinafter referred to as "Options"), or (ii) stock bonuses
or rights to purchase restricted stock granted pursuant to paragraph 6 hereof.
(e) The word "Trust" as used in the Plan shall mean a trust created
for the benefit of the employee or consultant, his or her spouse, or members of
their immediate family. The word optionee shall mean the person to whom the
option is granted or the employee or consultant for whose benefit the option is
granted to a Trust, as the context shall require.
<PAGE>
2. ADMINISTRATION.
--------------
(a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a committee, as provided in subparagraph 2(c).
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which of the persons eligible under
the Plan shall be granted Stock Awards; when and how Stock Awards shall be
granted; whether a Stock Award will be an Incentive Stock Option, a Nonqualified
Stock Option, a stock bonus, a right to purchase restricted stock, or a
combination of the foregoing; the provisions of each Stock Award granted (which
need not be identical), including the time or times when a person shall be
permitted to purchase or receive stock pursuant to a Stock Award; and the number
of shares with respect to which Stock Awards shall be granted to each such
person.
(2) To construe and interpret the Plan and Stock Awards granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award, in a manner
and to the extent it shall deem necessary or expedient to make the Plan fully
effective.
(3) To amend the Plan as provided in paragraph 13.
(4) Generally, to exercise such powers and to perform such acts as the
Board deems necessary or expedient to promote the best interests of the Company.
(c) The Board may delegate administration of the Plan to a committee
composed of not fewer than three (3) members of the Board (the "Committee"), all
of the members of which Committee shall be disinterested persons and outside
directors, if required and as defined by the provisions of subparagraphs 2(d)
and 2(e). If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, subject, however, to such resolutions, not inconsistent
with the provisions of the Plan, as may be adopted from time to time by the
Board.
(d) The term "disinterested person", as used in this Plan, shall mean
an administrator of the Plan, whether a member of the Board or of any Committee
to which responsibility for administration of the Plan has been delegated
pursuant to subparagraph 2(c): (i) who is not at the time he or she exercises
discretion in administering the Plan eligible and has not at any time within one
(1) year prior thereto been eligible for selection
2
<PAGE>
as a person to whom Stock Awards may be granted pursuant to the Plan or any
other plan of the Company or any of its affiliates entitling the participants
therein to acquire equity securities of the Company or any of its affiliates; or
(ii) who is otherwise considered to be a "disinterested person" in accordance
with the rules, regulations or interpretations of the Securities and Exchange
Commission. Any such person shall otherwise comply with the requirements of Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as from time to time in effect.
(e) The term "outside director," as used in this Plan, shall mean an
administrator of the Plan, whether a member of the Board or of any Committee to
which responsibility for administration of the Plan has been delegated pursuant
to subparagraph 2(c), who is considered to be an "outside director" in
accordance with the rules, regulations or interpretations of Section 162(m) of
the Code.
(f) Any requirement that an administrator of the Plan be a
"disinterested person" or "outside director" shall not apply if the Board or the
Committee expressly declares that such requirement shall not apply.
3. SHARES SUBJECT TO THE PLAN.
--------------------------
(a) Subject to the provisions of paragraph 11 relating to adjustments
upon changes in stock, the stock that may be issued pursuant to Stock Awards
granted under the Plan shall not exceed in the aggregate Twenty Four Million
(24,000,000) shares of the Company's $.0001 par value common stock (the "Common
Stock"). If any Stock Award granted under the Plan shall for any reason expire
or otherwise terminate without having been exercised in full, the Common Stock
not purchased under such Stock Award shall again become available for the Plan.
Shares repurchased by the Company pursuant to any repurchase rights reserved by
the Company pursuant to the Plan shall not be available for subsequent issuance
under the Plan.
(b) The Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.
(c) An Incentive Stock Option may be granted to an eligible person
under the Plan only if the aggregate fair market value (determined at the time
the Incentive Stock Option is granted) of the Common Stock with respect to which
incentive stock options (as defined by the Code) are exercisable for the first
time by such optionee during any calendar year under all such plans of the
Company and its Affiliates does not exceed one hundred thousand dollars
($100,000). If it is determined that an entire Option or any portion thereof
does not qualify for treatment as an Incentive Stock Option by reason of
exceeding such
3
<PAGE>
maximum, such Option or the applicable portion shall be considered a
Nonqualified Stock Option.
4. ELIGIBILITY.
-----------
(a) Incentive Stock Options may be granted only to employees
(including officers) of the Company or its Affiliates. A director of the
Company shall not be eligible to receive Incentive Stock Options unless such
director is also an employee of the Company or any Affiliate. Stock Awards
other than Incentive Stock Options may be granted only to employees (including
officers) of or consultants to the Company or any Affiliate or to Trusts of any
such employee or consultant. A director of the Company shall not be eligible to
receive such Stock Awards unless such director is also an employee of or a
consultant to the Company or any Affiliate.
(b) A director shall in no event be eligible for the benefits of the
Plan unless and until such director is expressly declared eligible to
participate in the Plan by action of the Board or the Committee, and only if, at
any time discretion is exercised by the Board or the Committee in the selection
of a director as a person to whom Stock Awards may be granted, or in the
determination of the number of shares which may be covered by Stock Awards
granted to a director: (i) a majority of the Board and a majority of the
directors acting in such matter are disinterested persons, as defined in
subparagraph 2(d); (ii) the Committee consists solely of "disinterested persons"
as defined in subparagraph 2(d); or (iii) the Plan otherwise complies with the
requirements of Rule 16b-3 promulgated under the Exchange Act, as from time to
time in effect. The Board shall otherwise comply with the requirements of Rule
16b-3 promulgated under the Exchange Act, as from time to time in effect.
Notwithstanding the foregoing, the restrictions set forth in this subparagraph
4(b) shall not apply if the Board or Committee expressly declares that such
restrictions shall not apply.
(c) No person shall be eligible for the grant of an Incentive Stock
Option under the Plan if, at the time of grant, such persons owns (or is deemed
to own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates unless the exercise price of such Incentive
Stock Option is at least one hundred and ten percent (110%) of the fair market
value of the Common Stock at the date of grant and the Incentive Stock Option is
not exercisable after the expiration of five (5) years from the date of grant.
(d) Stock Awards shall be limited to a maximum of 250,000 shares of
Common Stock per person per calendar year.
4
<PAGE>
5. TERMS OF STOCK OPTIONS.
----------------------
Each Option shall be in such form and shall contain such terms and
conditions as the Board or the Committee shall deem appropriate. The provisions
of separate Options need not be identical, but each Option shall include
(through incorporation of provisions hereof by reference in the Option or
otherwise) the substance of each of the following provisions:
(a) No Option shall be exercisable after the expiration of ten (10)
years from the date it was granted.
(b) The exercise price of each Incentive Stock Option and each
Nonqualified Stock Option shall be not less than one hundred percent (100%) of
the fair market value of the Common Stock subject to the Option on the date the
Option is granted.
(c) The purchase price of Common Stock acquired pursuant to an Option
shall be paid, to the extent permitted by applicable statutes and regulations,
either: (i) in cash at the time the Option is exercised; or (ii) at the
discretion of the Board or the Committee, either at the time of grant or
exercise of the Option (A) by delivery to the Company of shares of Common Stock
of the Company that have been held for the period required to avoid a charge to
the Company's reported earnings and valued at the fair market value on the date
of exercise, (B) according to a deferred payment or other arrangement with the
person to whom the Option is granted or to whom the Option is transferred
pursuant to subparagraph 5(d), or (C) in any other form of legal consideration
that may be acceptable to the Board or the Committee in their discretion.
In the case of any deferred payment arrangement, interest shall be payable
at least annually and shall be charged at not less than the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.
(d) An Option granted to a natural person shall be exercisable during
the lifetime of such person only by such person, provided that such person
during such person's lifetime may designate a Trust to be such person's
beneficiary with respect to any Incentive Stock Options granted after February
25, 1992 and with respect to any Nonqualified Stock Options, and such
beneficiary shall, after the death of the person to whom the Option was granted,
have all the rights that such person has while living, including the right to
exercise the Option. In the absence of such designation, after the death of the
person to whom the Option is granted, the Option shall be exercisable by the
person or persons to whom the optionee's rights under such Option pass by will
or by the laws of descent and distribution.
5
<PAGE>
(e) The total number of shares of Common Stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). From time to time during each of such installment periods, the
Option may become exercisable ("vest") with respect to some or all of the shares
allotted to that period, and may be exercised with respect to some or all of the
shares allotted to such period and/or any prior period as to which the Option
was not fully exercised. During the remainder of the term of the Option (if its
term extends beyond the end of the installment periods), the Option may be
exercised from time to time with respect to any shares then remaining subject to
the Option. The provisions of this subparagraph 5(e) are subject to any Option
provisions governing the minimum number of shares as to which an Option may be
exercised.
(f) The Company may require any optionee, or any person to whom an
Option is transferred under subparagraph 5(d), as a condition of exercising any
such Option: (i) to give written assurances satisfactory to the Company as to
the optionee's knowledge and experience in financial and business matters and/or
to employ a purchaser representative who has such knowledge and experience in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser's representative, the merits and risks of
exercising the Option; and (ii) to give written assurances satisfactory to the
Company stating that such person is acquiring the Common Stock subject to the
Option for such person's own account and not with any present intention of
selling or otherwise distributing the Common Stock. These requirements, and any
assurances given pursuant to such requirements, shall be inoperative if: (x) the
issuance of the shares upon the exercise of the Option has been registered under
a then currently effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"); or (y) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities law.
(g) An Option shall terminate three (3) months after termination of
the optionee's employment or relationship as a consultant or director with the
Company or an Affiliate, unless: (i) such termination is due to such person's
permanent and total disability, within the meaning of Section 422(c)(6) of the
Code, in which case the Option may, but need not, provide that it may be
exercised at any time within one (1) year following such termination of
employment or relationship as a consultant or director; (ii) the optionee dies
while in the employ of or while serving as a consultant or director to the
Company or an Affiliate, or within not more than three (3) months after
termination of such employment or relationship as a consultant or director, in
which case the Option may, but need not, provide that it may be exercised at any
time within eighteen (18) months following the death of the optionee by the
person or persons to
6
<PAGE>
whom the optionee's rights under such Option pass by will or by the laws of
descent and distribution; or (iii) the Option by its term specifies either (A)
that it shall terminate sooner than three (3) months after termination of the
optionee's employment or relationship as a consultant or director with the
Company or an Affiliate; or (B) that it may be exercised more than three (3)
months after termination of the optionee's employment or relationship as a
consultant or director with the Company or an Affiliate. This subparagraph 5(g)
shall not be construed to extend the term of any Option or to permit anyone to
exercise the Option after expiration of its term, nor shall it be construed to
increase the number of shares as to which any Option is exercisable from the
amount exercisable on the date of termination of the optionee's employment or
relationship as a consultant or director.
(h) The Option may, but need not, include a provision whereby the
optionee may elect at any time during the term of his or her employment or
relationship as a consultant or director with the Company or any Affiliate to
exercise the Option as to any part or all of the shares subject to the Option
prior to the stated vesting dates of the Option. Any shares so purchased from
any unvested installment or Option may be subject to a repurchase right in favor
of the Company or to any other restriction the Board or the Committee determines
to be appropriate.
(i) To the extent provided by the terms of an Option, each optionee
may satisfy any federal, state or local tax withholding obligation relating to
the exercise of such Option by any of the following means or by a combination of
such means: (i) tendering a cash payment; (ii) authorizing the Company to
withhold from the shares of the Common Stock otherwise issuable to the optionee
as a result of the exercise of the Option a number of shares having a fair
market value less than or equal to the amount of the withholding tax obligation;
or (iii) delivering to the Company owned and unencumbered shares of the Common
Stock having a fair market value less than or equal to the amount of the
withholding tax obligation.
(j) Without in any way limiting the authority of the Board or
Committee to make or not to make grants of Options hereunder, the Board or
Committee shall have the authority (but not an obligation) to include as part of
any Option agreement a provision entitling the optionee to a further Option (a
"Re-Load Option") in the event the optionee exercises the Option evidenced by
the Option agreement, in whole or in part, by surrendering other shares of
Common Stock in accordance with this Plan and the terms and conditions of the
Option agreement. Any such Re-Load Option (i) shall be for a number of shares
equal to the number of shares surrendered as part or all of the exercise price
of such Option; (ii) shall have an expiration date which is the same as the
expiration date of the Option the exercise of which gave rise to such Re-Load
Option; and (iii) shall have an exercise price which is equal to one hundred
percent (100%) of the fair market
7
<PAGE>
value of the Common Stock subject to the Re-Load Option on the date of exercise
of the original Option or, in the case of a Re-Load Option which is an Incentive
Stock Option and which is granted to a 10% stockholder (as defined in
subparagraph 4(c)), shall have an exercise price which is equal to one hundred
and ten percent (110%) of the fair market value of the Common Stock subject to
the Re-Load Option on the date of exercise of the original Option.
Any such Re-Load Option may be an Incentive Stock Option or a Nonqualified
Stock Option, as the Board or Committee may designate at the time of the grant
of the original Option, provided, however, that the designation of any Re-Load
Option as an Incentive Stock Option shall be subject to the one hundred thousand
dollars ($100,000) annual limitation on exercisability of Incentive Stock
Options described in subparagraph 3(c) of the Plan and in Section 422(d) of the
Code. There shall be no Re-Load Options on a Re-Load Option. Any such Re-Load
Option shall be subject to the availability of sufficient shares under
subparagraph 3(a) and shall be subject to such other terms and conditions as the
Board or Committee may determine.
6. TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED
---------------------------------------------------
STOCK
-----
Each stock bonus or restricted stock purchase agreement shall be in
such form and shall contain such terms and conditions as the Board or the
Committee shall deem appropriate. The terms and conditions of stock bonus or
restricted stock purchase agreements may change from time to time, and the terms
and conditions of separate agreements need not be identical, but each stock
bonus or restricted stock purchase agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions as appropriate:
(a) The purchase price under each stock purchase agreement shall be
such amount as the Board or Committee shall determine and designate in such
agreement. Notwithstanding the foregoing, the Board or the Committee may
determine that eligible participants in the Plan may be awarded stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit.
(b) No rights under a stock bonus or restricted stock purchase
agreement shall be assignable by any participant under the Plan, either
voluntarily or by operation of law, except where such assignment is required by
law or expressly authorized by the terms of the applicable stock bonus or
restricted stock purchase agreement.
8
<PAGE>
(c) The purchase price of stock acquired pursuant to a stock purchase
agreement shall be paid either: (i) in cash at the time of purchase; (ii) at
the discretion of the Board or the Committee, according to a deferred payment or
other arrangement with the person to whom the Common Stock is sold; or (iii) in
any other form of legal consideration that may be acceptable to the Board or the
Committee in their discretion. Notwithstanding the foregoing, the Board or the
Committee to which administration of the Plan has been delegated may award
Common Stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company or for its benefit.
(d) Shares of Common Stock sold or awarded under the Plan may, but
need not, be subject to a repurchase option in favor of the Company in
accordance with a vesting schedule to be determined by the Board or the
Committee.
(e) In the event a person ceases to be an employee of or ceases to
serve as a consultant to the Company or an Affiliate, the Company may repurchase
or otherwise reacquire any or all of the shares of Common Stock held by that
person which have not vested as of the date of termination under the terms of
the stock bonus or restricted stock purchase agreement between the Company and
such person.
7. CANCELLATION AND RE-GRANT OF OPTIONS.
------------------------------------
The Board or the Committee shall have the authority to effect, at any
time and from time to time, with the consent of the affected holders of Options,
(i) the repricing of any outstanding Options under the Plan and/or (ii) the
cancellation of any outstanding Options under the Plan and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of shares of Common Stock, but having an exercise price per
share not less than one hundred percent (100%) of the fair market value per
share of Common Stock on the new grant date or, in the case of a 10% stockholder
(as defined in subparagraph 4(c)), not less than one hundred and ten percent
(110%) of the fair market value per share of Common Stock on the new grant date.
8. COVENANTS OF THE COMPANY.
------------------------
(a) During the terms of the Stock Awards granted under the Plan, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Stock Awards up to the number of shares of Common Stock
authorized under the Plan.
(b) The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of Common Stock under the Stock Awards granted under the
Plan;
9
<PAGE>
provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any Stock Award granted under
the Plan or any Common Stock issued or issuable pursuant to any such Stock
Award. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority that counsel for the Company
deems necessary for the lawful issuance and sale of Common Stock under the Plan,
the Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Stock Awards unless and until such authority
is obtained.
9. USE OF PROCEEDS FROM COMMON STOCK.
---------------------------------
Proceeds from the sale of Common Stock pursuant to Stock Awards
granted under the Plan shall constitute general funds of the Company.
10. MISCELLANEOUS.
-------------
(a) The Board or Committee shall have the power to accelerate the time
during which a Stock Award may be exercised or the time during which a Stock
Award or any part thereof will vest, notwithstanding the provisions in the Stock
Award stating the time during which it may be exercised or the time during which
it will vest. Each Option providing for vesting pursuant to subparagraph 5(e)
shall also provide that if the employee or consultant should die during the term
of his or her employment with the Company or his or her affiliation with the
Company as a consultant, the vesting schedule of Options granted to such
employee or consultant or to the Trusts of such employee or consultant shall be
accelerated by twelve months for each full year the employee has been employed
by or the consultant has been affiliated with the Company. Options granted
under the Plan that are outstanding on February 25, 1992, shall be amended to
include the accelerated vesting provided for in the preceding sentence of this
Paragraph 10(a).
(b) Neither an optionee nor any person to whom an Option is
transferred under the provisions of the Plan shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares subject
to such Option unless and until such person has satisfied all requirements for
exercise of the Option pursuant to its terms.
(c) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any eligible employee, consultant,
director, optionee or holder of Stock Awards under the Plan any right to
continue in the employ of the Company or any Affiliate or to continue acting as
a consultant or director or shall affect the right of the Company or any
Affiliate to terminate the employment or consulting relationship or directorship
of any eligible employee, consultant, director, optionee or holder of Stock
Awards under the Plan with or without
10
<PAGE>
cause. In the event that a holder of Stock Awards under the Plan is permitted or
otherwise entitled to take a leave of absence, the Company shall have the
unilateral right to (i) determine whether such leave of absence will be treated
as a termination of employment or relationship as consultant or director for
purposes hereof, and (ii) suspend or otherwise delay the time or times at which
exercisability or vesting would otherwise occur with respect to any outstanding
Stock Awards under the Plan.
11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK.
----------------------------------------
If any change is made in the Common Stock subject to the Plan, or
subject to any Stock Award granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or otherwise), the
Plan and outstanding Stock Awards will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan, the maximum number
of shares which may be granted to a participant in a calendar year, and the
class(es) and number of shares and price per share of stock subject to
outstanding Stock Awards.
12. CHANGE OF CONTROL.
-----------------
(a) Notwithstanding anything to the contrary in this Plan, in the
event of a Change of Control (as hereinafter defined), then, at the sole
discretion of the Board and to the extent permitted by applicable law: (i) any
surviving corporation shall assume the rights and obligations of the Company
under any Stock Awards outstanding under the Plan or shall substitute similar
Stock Awards for those outstanding under the Plan; (ii) the time during which
such Stock Awards become vested or may be exercised shall be accelerated and any
outstanding unexercised rights under any Stock Awards terminated if not
exercised prior to such event; or (iii) such Stock Awards shall continue in full
force and effect.
(b) For purposes of the Plan, a "Change of Control" shall be deemed to
have occurred at any of the following times:
(i) Upon the acquisition (other than from the Company) by any person,
entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (excluding, for this purpose, the Company or its affiliates, or any
employee benefit plan of the Company or its affiliates which acquires beneficial
ownership of voting securities of the Company), of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
(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 generally in the election of directors; or
11
<PAGE>
(ii) At the time individuals who, as of April 2, 1991, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to April 2, 1991, whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the Directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall be, for purposes of the Plan, considered as though
such person were a member of the Incumbent Board; or
(iii) Immediately prior to the consummation by the Company of a
reorganization, merger, consolidation, (in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities) or a liquidation or dissolution of
the Company or of 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 in
its sole discretion determines constitutes a Change of Control.
13. AMENDMENT OF THE PLAN.
---------------------
(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 11 relating to adjustments upon changes
in the Common Stock, no amendment shall be effective unless approved by the
stockholders of the Company within twelve (12) months before or after the
adoption of the amendment, where the amendment will:
(i) Increase the number of shares reserved for Stock Awards under
the Plan;
(ii) Modify the requirements as to eligibility for participation in
the Plan to the extent such modification requires stockholder approval in order
for the Plan to satisfy the requirements of Section 422(b) of the Code or to
comply with the requirements of Rule 16b-3 promulgated under the Exchange Act;
or
12
<PAGE>
(iii) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to satisfy the requirements
of Section 422(b) of the Code or to comply with the requirements of Rule 16b-3
promulgated under the Exchange Act.
(b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee Incentive Stock
Options and/or to bring the Plan and/or Options granted under it into compliance
therewith.
(c) Rights and obligations under any Stock Award granted before
amendment of the Plan shall not be altered or impaired by any amendment of the
Plan, unless: (i) the Company requests the consent of the person to whom the
Stock Award was granted; and (ii) such person consents in writing.
14. TERMINATION OR SUSPENSION OF THE PLAN.
-------------------------------------
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on December 31, 2000. No Stock
Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.
(b) Rights and obligations under any Stock Awards granted while the
Plan is in effect shall not be altered or impaired by suspension or termination
of the Plan, except with the consent of the person to whom the Stock Award was
granted.
15. EFFECTIVE DATE OF PLAN.
----------------------
The Plan shall become effective as determined by the Board, but no
Stock Awards granted under the Plan shall be exercisable unless and until the
Plan has been approved by the stockholders of the Company and, if required, an
appropriate permit has been issued by the Commissioner of Corporations of the
State of California.
13
<PAGE>
LOGO
CONFIDENTIAL VOTING INSTRUCTIONS
AMGEN INC.
AMGEN CENTER, 1840 DEHAVILLAND DRIVE, THOUSAND OAKS, CA 91320-1789
INSTRUCTIONS SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAY 9, 1995
TO:FIDELITY MANAGEMENT TRUST COMPANY AS TRUSTEE UNDER THE
AMGEN RETIREMENT AND SAVINGS PLAN
I hereby instruct the Trustee to vote (in person or by proxy) all of the
shares of Amgen Inc. Common Stock which are credited to my account at the
Annual Meeting of Stockholders of Amgen Inc., to be held at the Regent Beverly
Wilshire, 9500 Wilshire Boulevard, Los Angeles, California 90212, at 10:30
A.M., PDT, on Tuesday, May 9, 1995, and at any postponements and adjournments
of that meeting, upon and in respect of the following matters and in accordance
with the following instructions, with discretionary authority as to any and all
other business that may properly come before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE. PLEASE MARK, SIGN AND DATE THE REVERSE SIDE AND MAIL PROMPTLY
IN THE ENCLOSED ENVELOPE.
Change of Address:
-------------------------------------------
-------------------------------------------
-------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
[SEE REVERSE SIDE]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
[X]Please mark your votes as in this example.
THESE INSTRUCTIONS WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED,
WILL BE VOTED FOR THE ELECTION OF THE NAMED NOMINEES, FOR APPROVAL OF THE
COMPANY'S AMENDED AND RESTATED 1991 EQUITY INCENTIVE PLAN AND FOR RATIFICATION
OF THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR THE YEAR ENDING DECEMBER 31, 1995. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.
1. To elect three directors to hold 2. To approve the Company's Amended
office until the 1998 Annual and Restated 1991 Equity
Meeting of Stockholders. Incentive Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
[_]FOR all nominees [_]WITHOLD 3. To ratify the selection of Ernst
listed below AUTHORITY to & Young LLP as independent
(except as marked) vote for all auditors of the Company for the
to the contrary nominees. year ending December 31, 1995.
below). [_] FOR [_] AGAINST [_] ABSTAIN
NOMINEES: Steven Lazarus; Edward J.
Ledder; Gilbert S. Omenn.
TO WITHHOLD AUTHORITY TO VOTE FOR [_]Please indicate if a change of address
ANY NOMINEE(S), WRITE SUCH was given on the reverse side.
NOMINEE(S)' NAME(S) BELOW:
---------------------------------- As of the date hereof, the undersigned
---------------------------------- hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders to be
held May 9, 1995, the accompanying Proxy
Statement and the accompanying Annual
Report of the Company for the year ended
December 31, 1994.
SIGNATURE ________________________________
SIGNATURE ________________________________
DATED _____________, 1995
NOTE: Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a corporation,
please give full corporate name and have
a duly authorized officer sign, stating
title. If signer is a partnership, please
sign in partnership name by authorized
person.
<PAGE>
LOGO
CONFIDENTIAL VOTING INSTRUCTIONS
AMGEN INC.
AMGEN CENTER, 1840 DEHAVILLAND DRIVE, THOUSAND OAKS, CA 91320-1789
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAY 9, 1995
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. PLEASE MARK, SIGN AND
DATE THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
TO:BANCO SANTANDER PUERTO RICO AS TRUSTEE UNDER THE
RETIREMENT AND SAVINGS PLAN FOR AMGEN MANUFACTURING, INC.
I hereby instruct the Trustee to vote (in person or by proxy) all of the
shares of Amgen Inc. Common Stock which are credited to my account at the
Annual Meeting of Stockholders of Amgen Inc., to be held at the Regent Beverly
Wilshire, 9500 Wilshire Boulevard, Los Angeles, California 90212, at 10:30
A.M., PDT, on Tuesday, May 9, 1995, and at any postponements and adjournments
of that meeting, upon and in respect of the following matters and in accordance
with the following instructions, with discretionary authority as to any and all
other business that may properly come before the meeting.
Change of Address:
-------------------------------------------
-------------------------------------------
-------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
[SEE REVERSE SIDE]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
[X]Please mark your votes as in this example.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE ELECTION OF THE NAMED NOMINEES, FOR APPROVAL OF THE COMPANY'S
AMENDED AND RESTATED 1991 EQUITY INCENTIVE PLAN AND FOR RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 1995. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.
1. To elect three directors to hold 2. To approve the Company's Amended
office until the 1998 Annual and Restated 1991 Equity
Meeting of Stockholders. Incentive Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
[_]FOR all nominees [_]WITHOLD 3. To ratify the selection of Ernst
listed below AUTHORITY to & Young LLP as independent
(except as marked) vote for all auditors of the Company for the
to the contrary nominees. year ending December 31, 1995.
below). [_] FOR [_] AGAINST [_] ABSTAIN
NOMINEES: Steven Lazarus; Edward J.
Ledder; Gilbert S. Omenn.
TO WITHHOLD AUTHORITY TO VOTE FOR [_]Please indicate if a change of address
ANY NOMINEE(S), WRITE SUCH was given on the reverse side.
NOMINEE(S)' NAME(S) BELOW:
---------------------------------- As of the date hereof, the undersigned
---------------------------------- hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders to be
held May 9, 1995, the accompanying Proxy
Statement and the accompanying Annual
Report of the Company for the year ended
December 31, 1994.
SIGNATURE ________________________________
SIGNATURE ________________________________
DATED _____________, 1995
NOTE: Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a corporation,
please give full corporate name and have
a duly authorized officer sign, stating
title. If signer is a partnership, please
sign in partnership name by authorized
person.
<PAGE>
LOGO
AMGEN INC.
AMGEN CENTER, 1840 DEHAVILLAND DRIVE, THOUSAND OAKS, CA 91320-1789
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAY 9, 1995
Gordon M. Binder and Thomas E. Workman, Jr., or either of them, each with the
power of substitution and revocation, hereby are authorized to represent the
undersigned, with all powers which the undersigned would possess if personally
present, to vote the shares of Amgen Inc. Common Stock of the undersigned at
the Annual Meeting of Stockholders of Amgen Inc., to be held at the Regent
Beverly Wilshire, 9500 Wilshire Boulevard, Los Angeles, California 90212, at
10:30 A.M., PDT, on Tuesday, May 9, 1995, and at any postponements and
adjournments of that meeting, with all powers that the undersigned would
possess if personally present, upon and in respect of the following matters and
in accordance with the following instructions, with discretionary authority as
to any and all other business that may properly come before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. PLEASE MARK, SIGN AND
DATE THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
Change of Address:
-------------------------------------------
-------------------------------------------
-------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
[SEE REVERSE SIDE]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
[X]Please mark your votes as in this example.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE ELECTION OF THE NAMED NOMINEES, FOR APPROVAL OF THE COMPANY'S
AMENDED AND RESTATED 1991 EQUITY INCENTIVE PLAN AND FOR RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 1995. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.
1. To elect three directors to hold 2. To approve the Company's Amended
office until the 1998 Annual and Restated 1991 Equity
Meeting of Stockholders. Incentive Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
[_]FOR all nominees [_]WITHOLD 3. To ratify the selection of Ernst
listed below AUTHORITY to & Young LLP as independent
(except as marked) vote for all auditors of the Company for the
to the contrary nominees. year ending December 31, 1995.
below). [_] FOR [_] AGAINST [_] ABSTAIN
NOMINEES: Steven Lazarus; Edward J.
Ledder; Gilbert S. Omenn.
TO WITHHOLD AUTHORITY TO VOTE FOR [_]Please indicate if a change of address
ANY NOMINEE(S), WRITE SUCH was given on the reverse side.
NOMINEE(S)' NAME(S) BELOW:
---------------------------------- As of the date hereof, the undersigned
---------------------------------- hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders to be
held May 9, 1995, the accompanying Proxy
Statement and the accompanying Annual
Report of the Company for the year ended
December 31, 1994.
SIGNATURE ________________________________
SIGNATURE ________________________________
DATED _____________, 1995
NOTE: Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a corporation,
please give full corporate name and have
a duly authorized officer sign, stating
title. If signer is a partnership, please
sign in partnership name by authorized
person.
