Agreement between Amgen Inc. and Peter Griffith, dated October 18, 2019
EX-10.25 2 petergriffith-signedof.htm AGREEMENT BETWEEN AMGEN INC. AND MR. PETER GRIFFITH Exhibit
October 18, 2019
Mr. Peter Griffith
XXXXXXXX
XXXXXXXX
Dear Peter:
Congratulations! You have made an excellent impression on Amgen and I am excited to present you with the attached offer package. As an organization dedicated to improving the lives of patients around the world, Amgen welcomes you to join the environment of diverse, ethical, committed and highly accomplished people who respect each other while competing intensely to win. Together, we live the Amgen values as we continue advancing science to serve patients.
On behalf of Amgen, I am pleased to offer you the position of Executive Vice President Finance Level 11, reporting to Robert A. Bradway. This offer and the compensation listed are subject to your appointment by our Board of Directors (the Board) and the Compensation and Management Development Committee (the Compensation Committee) providing final approval of the compensation listed in this letter.
Your annual salary will be $970,000.20 paid out bi-weekly and over 26 pay periods in one year.
This position is located in Thousand Oaks, CA.
Provided that you sign a “Sign-On/Retention Bonus Agreement for New Hire Staff Members” in the form provided by Amgen, you will be eligible to earn a bonus of $500,000.00, less federal and state tax deductions and other applicable deductions and withholdings, subject to the terms of that Agreement. Please review that Agreement for information regarding timing and other payment details.
Subject to the approval of the Compensation and Management Development Committee of the Board of Directors or the Equity Award Committee of Amgen Inc. (the “Committee”), and subject to the vesting rules, you will be granted restricted stock units (RSU) with a USD value of $4,000,000. The actual number of RSUs to be awarded shall be determined by dividing the grant value by the Amgen common stock closing price on the applicable grant date. Upon each applicable vesting date, you will receive a number of shares of Amgen common stock equal to the number of restricted stock units that vest, less any shares that are withheld to satisfy applicable taxes. This grant will vest beginning with the second anniversary of the grant date through the fourth
anniversary at a rate of 33%, 33% and 34% each year, respectively, contingent upon your being actively employed with Amgen through each vesting date.
Restricted stock units will be subject to the terms and conditions set forth in the applicable grant agreement.
As an Amgen executive you are required to hold Amgen common stock in accordance with the Amgen Stock Ownership Guidelines. Your holding requirement is based on your Amgen GCF level and as a Executive Vice President Finance you are required to hold Amgen common stock in the amount equal to 3x base salary. You must meet your holding requirement by December 31st of the fifth calendar year following the date on which you became an Officer of Amgen. To help you meet your holding requirement, the Amgen Stock Ownership Guidelines prohibit you from selling stock that you receive as part of your Amgen LTI awards (including shares that you receive as a result of option exercise, special, promotional, and annual grants) until you have met your required stock ownership level.
Providing your start date is in 2019, you will be eligible for additional grants as part of Amgen’s Long Term Incentive (LTI) program. Your projected 2020 annual grant value is $4,000,000 and will be allocated between performance units, stock options and restricted stock units consistent with other senior executive grants. Grants under the LTI program are discretionary as approved by the Committee.
You will be eligible to participate in Amgen’s Global Management Incentive Plan (the “GMIP”) pursuant to the terms of the GMIP. Your annual target incentive opportunity will be 100% of your base salary earnings during the plan year. Awards under the GMIP are discretionary. Your actual GMIP bonus may be more or less than this target amount, and may vary based on Company performance, any other criteria selected by the Company, and management’s assessment of your individual performance and contribution. You must be actively employed through the last regularly scheduled Amgen business day of the plan year to be eligible for that year’s GMIP bonus.
You are also eligible to participate in the Amgen Nonqualified Deferred Compensation Plan (the “DCP”) to voluntarily defer, on a pre-tax basis, a portion of your annual earnings, including base salary, sales incentive plan, and/or Executive Incentive Plan/Global Management Incentive Plan (GMIP) bonus. Shortly after commencing your employment at Amgen, you will receive an enrollment notice via e-mail regarding the Amgen’s DCP plan. A Q&A regarding the DCP is enclosed.
In addition, your position makes you eligible to participate in the Amgen Inc. Change of Control Severance Plan, as amended from time to time (the “COC”). COC eligibility and benefit levels are determined immediately prior to a “Change of Control” as defined in the COC. If, upon your termination, you are eligible to receive severance benefits under the COC and you are also eligible to receive severance benefits from another plan agreement or other source, you will be paid the greater of the amount from that plan or the amount provided in the COC, but not both amounts. A copy of the COC is enclosed.
If, within the first three (3) years of your employment with Amgen, Amgen terminates your employment without “Cause,” as defined below, you will be entitled to the benefits described in this paragraph (the “Termination Paragraph), provided that you sign a general release in the form furnished to you by Amgen and do not timely revoke it. The following are such benefits: two (2) years of your annual base salary, then in effect, and target cash incentive opportunity (i.e., GMIP or successor bonus plan target, which is currently 100%), then in effect, paid in a lump sum as soon as administratively practicable, but in no event later than March 15 of the year following the year in which Amgen terminates your employment and (2) if you elect continuation coverage under the Amgen group medical and dental plans for yourself and your qualified beneficiaries under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Amgen will pay the cost of such coverage until the earlier to occur of the following: (A) eighteen (18) months following your termination of employment or (B) the date on which you are no longer eligible for such COBRA coverage. Please note that this Termination Paragraph does not alter the at-will nature of your employment at Amgen.
For purposes of the Termination Paragraph, “Cause” means (i) unfitness for service, inattention to or neglect of duties, or incompetence; (ii) dishonesty; (iii) disregard or violation of the policies or procedures of Amgen; (iv) refusal or failure to follow lawful directions of the Company; (v) illegal, unethical or immoral conduct; or (vi) breach of the attached Amgen Proprietary Information and Inventions Agreement.
As an executive at Amgen, you will be eligible for the following: an annual physical examination provided by Amgen; and, reimbursement for up to $15,000.00, tax assisted, per year for financial counseling, tax preparation and related services.
You will also have the opportunity to participate in our comprehensive benefits program. Amgen’s excellent health care plan currently includes medical, dental, and vision coverage for you and your eligible dependents. Amgen covers the majority of the health care plan’s cost while staff members contribute towards the balance through payroll deductions. Please be advised that in order for you and your dependents to be eligible for Amgen’s benefits program you must:
1. | Report to work at Amgen or another location to which you are required to travel and perform the regular duties of your employment. |
2. | Contact the Amgen Benefits Center at 1-800-97AMGEN, to enroll within 31 days of your hire date. |
3. | Meet all other eligibility requirements under the plan. |
The Amgen Retirement and Savings Plan, our 401(k) plan, provides an opportunity for you to save a percentage of your pay on a tax-deferred basis, within Internal Revenue Service limits. Amgen will also contribute to your 401(k) account to help you save for your future financial goals. These benefits, services, and programs are summarized in the enclosed brochure called “A Guide to Total Rewards at Amgen.”
Amgen is a Military Friendly Employer and proudly offers a generous military leave policy for Military Active Duty and Reservists.
This offer of employment is contingent upon confirmation by Amgen of information listed on your employment application, and the receipt by Amgen of satisfactory results from a background verification and pre-employment drug test.
You will be eligible for a merit increase in March 2020, under Amgen’s regular and customary performance and merit review cycle.
Enclosed and included as part of this offer (Attachment 1) is information regarding Amgen's Proprietary Information and Inventions Agreement, and a packet of materials entitled "Arbitration of Disputes" which includes a Mutual Agreement to Arbitrate Claims. Also enclosed and included as part of this offer in Attachment 1 is information regarding Amgen's New Staff Member Letter and Certification. This offer is contingent upon you truthfully and accurately completing the Certification, and returning it to the Company before your first day of employment.
This offer of employment is also contingent upon your completing the items described in Attachment 1, and upon your ability to perform for Amgen all of the duties of your position without restriction from, or violation of, any enforceable contractual obligations owed to any former employer or entity for whom you worked or provided service(s).
By signing this letter, you understand and agree that your employment with Amgen is at-will. This means that your employment can terminate, with or without cause, and with or without notice, at any time, at your option or Amgen's option, and Amgen can terminate or change all other terms and conditions of your employment, with or without cause, and with or without notice, at any time. This at-will relationship will remain in effect
throughout your employment with either Amgen Inc. or any of its subsidiaries or affiliates. This letter, and its enclosures, constitutes the entire agreement, arrangement and understanding between you and Amgen on the nature and terms of your employment with Amgen, including, but not limited to, the kind, character, and existence of your proposed job duties, the length of time your employment will last, and the compensation you will receive. This letter, its enclosures, supersedes any prior or contemporaneous agreement, arrangement, or understanding on this subject matter. By executing this letter as provided below, you expressly acknowledge the termination of any such prior agreement, arrangement, or understanding, except as referenced in this letter and/or its enclosures. Also, by your execution of this letter, you affirm that no one has made any written or oral statement that contradicts the provisions of this letter or its enclosures. The at-will nature of your employment, as set forth in this paragraph, can be modified only by a written agreement signed by both Amgen's Senior Vice President of Human Resources and you which expressly alters it. This at-will relationship may not be modified by any oral or implied agreement or by any Company policies, practices, or patterns of conduct.
The complete terms of the plans, programs, and policies referenced in this letter are set forth in their respective documents, which are maintained by the Company. The Company reserves the right to amend or terminate any of these plans, programs, or policies at any time, in its sole discretion. In the event of any difference between this offer letter and the provisions of the respective plan, program, or policy document, the respective document will govern.
You have made an excellent impression on the staff at Amgen. We are enthusiastic about the contribution you can make, and we believe that Amgen can provide you with attractive opportunities for personal achievement and growth. I look forward to your favorable reply by October 28, 2019. If you accept our offer, please sign and date the copy of the letter and return it to our Talent Acquisition Department along with the completed and signed Proprietary Information and Inventions Agreement and the Mutual Agreement to Arbitrate Claims. Please retain the original offer letter for your records. If you have any questions regarding this offer, please contact Greg Comeaux at ###-###-####.
Sincerely,
/s/ Robert A. Bradway |
Robert A. Bradway
Chairman of the Board, President & Chief Executive Officer
JD:tb
Enclosures
/s/ Peter H. Griffith | 10-19-2019 |
Signature of Acceptance | Date |
XXXX |
Last 4 Digits of Social Security Number (For Identification Purposes) Last 4 Digits of Government ID (If No Social Security Number) |
October 23, 2019 |
Anticipated Start Date |
ATTACHMENT 1
In order to accept our offer you will be required to:
A) | Complete, date and sign the Amgen New Staff Member Letter and Certification and return it with your signed offer letter. |
B) | Complete, date and sign the Amgen Proprietary Information and Inventions Agreement and return it with your signed offer letter. |
C) | Date and sign the enclosed Mutual Agreement to Arbitrate Claims and return it with your signed offer letter. |
D) | You will be required to provide Amgen with proof of your identity and eligibility for employment per requirements of the Immigration Reform and Control Act of 1986 within 3 (three) days of hire. |
E) | For California non-exempt staff only, sign and date the Notice To Employee, Labor Code 2810.5 |
NEW STAFF MEMBER LETTER AND CERTIFICATION
Welcome to Amgen (the “Company”). The Company has no need to learn and does not want any proprietary, confidential or trade secret information or other property that belongs to any prior employers, entities or other persons you have worked for (collectively, “Prior Employers”). Please review and comply with the following instructions and policies, and execute the Certification below.
• | Carefully read the Company’s Proprietary Information and Inventions Agreement (“PIIA”) that you have executed, and make sure that you understand your obligations under the terms of the PIIA. If you have any questions, please contact Amgen Human Resources. |
• | You may not bring any material to the Company from third parties in hard copy, in electronic format or in any other form. Nor should you use any such material in your work for the Company. |
• | Prior to commencing any work for the Company, conduct a search of your personal computer(s), email accounts, and any other electronic storage devices you possess, as well as any files you maintain in hard copy, for information or materials belonging to your Prior Employers. You are instructed to make appropriate arrangements to return any such information or materials belonging to your Prior Employers, consistent with any obligations you have to the Prior Employers. |
• | Do not disclose to or provide the Company with any customer lists you obtained from or during your employment with your Prior Employers. When interacting with doctors or other members of the healthcare industry with whom you may have had contact while working for your Prior Employers, clearly indicate to such persons that you are an Amgen staff member, and focus on the Company’s products rather than using or discussing information related to your prior employment. |
• | If you have any doubts regarding whether you may take, disclose, upload, access, or use any information in your possession, you must err on the side of not taking, disclosing, uploading, accessing or using the information. |
• | Do not begin any work for the Company before your employment with your Prior Employers has officially ended. |
• | After commencing work for the Company, do not request that any employee of your Prior Employers provide you with, or take any other steps to obtain, any information or property of your Prior Employers. |
• | Under no circumstances are you permitted to connect to a Company computer any electronic storage device containing information or property relating to your Prior Employers. Likewise, in performing work for the Company, you are not permitted to use, disclose, access or upload any such information or property. If you discover that any confidential, proprietary, or trade secret information or property of your Prior Employers has been uploaded to any Company computer or email system(s), immediately inform Amgen Human Resources. |
• | The Company may monitor and/or conduct an audit of your use of Company computer systems, and you should not have any expectation of privacy in data sent, stored or received on any Company systems. See the Company’s Use of Company Systems and Internet Conduct Policy for further details. |
• | Disclose and identify below all agreements relating to your Prior Employers that may affect your eligibility to become employed by and/or to perform work for the Company, including any non-competition agreement(s), agreements relating to the solicitation of employees or customers, or other restrictive agreements (collectively, “Restrictive Agreements”), regardless of whether you believe these agreements are enforceable, apply to your potential employment with the Company, or have expired, and provide a copy to Amgen Human Resources. If “none,” please so indicate. Do not leave blank. |
• | If your position at the Company will involve manufacturing or process development; chemical, biologic, pharmaceutical, medical device, or diagnostic research; or development of therapeutic molecules, medical devices, or diagnostic assays or agents, please review your agreements with Prior Employers to determine whether you are required to assign intellectual property rights to any Prior Employer even after that employment has ended. If you do find such an agreement or if you are unsure, please send such agreement to Amgen Human Resources. If “none,” please so indicate. Do not leave blank. |
Name of Agreement | Employer | Date Signed |
None | EY | |
None | Sherwood Canyon Group, LLC | |
(Attach additional sheets, if necessary) | ||
• | If you are subject to an agreement not to solicit employees of your Prior Employers, you should refrain from doing so. You should specifically inform Human Resources if you are subject to such an agreement. If you are subject to such an agreement and a former colleague contacts you about employment opportunities with the Company, please contact Human Resources for assistance. |
• | Do not use any email account (including Company email accounts), text messages, Instant Messaging, or any other method of written communication to store or discuss any proprietary, confidential or trade secret information or other property belonging to your Prior Employers. |
• | Immediately inform Human Resources if you are contacted in any manner by any former employer regarding your work for Amgen and/or any non-competition agreements, agreements that relate to the solicitation of employees or customers, or any other restrictive agreements you entered into in connection with any Prior Employers. |
CERTIFICATION
I understand that the above list is only a summary and does not purport to include all of my continuing obligations to the Company. By signing below I certify that I have and will continue to comply with the above instructions and policies.
I hereby agree that the Company may, at its sole option and discretion contact my Prior Employer(s) to determine whether any Restrictive Agreements exist and, if so, their applicable terms. I acknowledge that the Company may revoke its offer or terminate my employment if it determines in its reasonable business judgment that I have failed to disclose or am otherwise subject to an enforceable Restrictive Agreement or my failure to abide by the certifications contained herein.
Nothing in this Letter and Certification is intended to alter, or shall have any impact on, my status as an at-will employee of the Company. In addition to its right to terminate my employment, the Company shall have the right to suspend me from work without pay during its investigation into (1) the existence and/or enforceability of any restrictions on my ability to perform work for the Company should I fail to disclose a Restrictive Agreement, or (2) the failure to abide by the certifications contained herein.
I agree:
/s/ Peter H. Griffith |
Signature of Staff Member |
Peter H. Griffith |
Print Name of Staff Member |
XXXX |
Last 4 Digits of Social Security Number (For Identification Purposes) Last 4 Digits of Government ID (If No Social Security Number) |
October 19, 2019 |
Date |
AMGEN SIGN-ON/RETENTION BONUS AGREEMENT
FOR NEW HIRE STAFF MEMBERS
I, Peter H. Griffith , agree to accept my sign-on/retention bonus payment (“Bonus”) from Amgen on the following terms.
1. | The amount of the Bonus is described in the offer letter (as may be amended) that was provided separately to me. |
2. | The Bonus will generally be paid to me as an advance after thirty (30) days following my start date with Amgen, and will be earned only after I complete two years of employment with Amgen. The Bonus is intended to facilitate my acceptance of employment with Amgen and my continued employment with Amgen for a period of at least two years. Amgen is providing me the Bonus with the expectation that I will not resign my employment during this two-year period. |
3. | I understand and agree that I am an at-will employee and that I am free to resign at any time and Amgen is free to terminate my employment, with or without cause, at any time. Nevertheless, I understand that if I resign my employment with Amgen or are terminated for cause before I complete two years of employment, I have not earned any portion of the Bonus amount. Therefore, I agree to repay Amgen for the gross amount of my Bonus if I resign my employment for any reason or are terminated for cause within 24 months from my hire date at Amgen. I also agree that in the event of such a resignation, the amount to be reimbursed shall be due in full and payable by me immediately in cash (i.e., by check, wire transfer, or similar immediate payment) without further notice or demand by Amgen. |
4. | Generally, a sign-on/retention bonus is considered ordinary wage income to the recipient. I understand that Amgen will report to appropriate federal and state taxing authorities all income that Amgen considers to be subject to taxation and will withhold appropriate taxes in accordance with federal and state regulations. I understand that it is my obligation to declare all income and pay all taxes owed on such income, if any. |
5. | I understand that this agreement shall be governed by the law of the State of California. |
6. | Nothing in this Agreement will be construed as an employment contract or to guarantee me employment at Amgen for any fixed term. I understand that my employment at Amgen is at will. |
7. | The provisions of this agreement are severable. If any part is found to be unenforceable, all other provisions shall remain fully valid and enforceable. |
I agree: | Amgen Inc.: | |
/s/ Peter H. Griffith | /s/ NHMiller | |
Signature of Staff Member | Signature of Authorized Representative | |
Peter H. Griffith | Global Head, Talent Acquisition | |
Print Name of Staff Member | Title of Representative | |
XXXX | 10/18/2019 |
Last 4 Digits of Social Security Number (For Identification Purposes) Last 4 Digits of Government ID (If No Social Security Number) | Date |
October 19, 2019 |
Date |
