Forms of Ex-US Stock Option Grant and RSU Agreements



 Exhibit 10.2 
 GRANT OF NONQUALIFIED STOCK OPTION 
 (EX-U.S.) 
                                        
 , Amgen Inc. Stock Optionee: 
 AMGEN INC., a Delaware corporation (the “Company”), pursuant to its Director Equity
Incentive Program (the “Program”) under the Amended and Restated 1991 Equity Incentive Plan (the “Plan”), has this day granted to you, the optionee named above, an option to purchase
             shares of the $.0001 par value common stock of the Company (“Common Stock”) pursuant to the terms hereof. This option is not intended to qualify and
will not be treated as an “incentive stock option” within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended (together with the regulations and other official guidance promulgated thereunder) (the
“Code”). 
 The provisions of your option are as follows: 
 1. [Subject to the limitations contained herein, this option shall vest on [grant date]. [Subject to the provisions contained herein, this option shall vest on [one year from grant date], provided that
from the date of grant of this option through the vesting date, you have continuously served as a non-employee director of the Company (as that term is defined in the Plan).] 
 2.    (a) The per share exercise price of this option is $            , being not less than the fair market value of the Common
Stock on the date of grant of this option. 
 (b) To the extent permitted by applicable statutes and regulations, payment of the exercise
price per share is due in full in cash or check upon exercise of all or any part of this option which has become exercisable by you. However, if at the time of exercise, the Company’s Common Stock is publicly traded and quoted regularly in the
Wall Street Journal, payment of the exercise price may be made by delivery of already-owned shares of Common Stock of a value equal to the exercise price of the shares of Common Stock for which this option is being exercised. The
already-owned shares must have been owned by you for the period required to avoid a charge to the Company’s reported earnings and owned free and clear of any liens, claims, encumbrances or security interests. Payment may also be made by a
combination of cash and already-owned Common Stock. 
 3. Notwithstanding anything to the contrary contained herein, this option may not be exercised unless
the shares issuable upon exercise of this option are then registered under the U.S. Securities Act of 1933, as amended (the “Act”), or, if such shares are not then so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the Act. 
 [4. The term of this option commences on the date hereof and, unless sooner
terminated pursuant to the Plan, terminates on              (which date shall be no more than seven (7) years from the date this option is granted).] 
  

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 [4. The term of this option commences on the date hereof and, unless sooner terminated pursuant to the Plan, terminates
on              (which date shall be no more than seven (7) years from the date this option is granted). If termination of your relationship as a director of the Company is due
to (a) your permanent and total disability (as certified by an independent medical advisor appointed by the Company prior to such termination), or (b) your death, then the vesting schedule of unvested portions of the option will be
accelerated by twelve (12) months for each full year that you have been affiliated as a director with the Company. 
 However, in any and
all circumstances and except to the extent the vesting schedule has been accelerated by the Company in its sole discretion during the term of this option or as a result of your permanent and total disability or death as provided above, this option
may be exercised following termination of your relationship as a director of the Company only as to that number of shares as to which it was exercisable on the date of such termination provisions of paragraph 1 of this option. For purposes of this
option, “termination of your relationship as a director of the Company” shall mean the last date you are a director of the Company.] 
 5. To the
extent specified above, this option may be exercised by delivering a Notice of Exercise of Stock Option form, together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular
business hours, together with such additional documents as the Company may then require pursuant to section 5 of the Plan. 
 6. This option is not
transferable, except as set forth below: 
 (a) By will or the laws of descent and distribution; and 
 (b) The transfer of the option by the optionee named above to a Trust or an Alternate Payee (in each case, as defined in and pursuant to the terms of the
Plan). 
 7. This option is exercisable during your life only by you, except that, to the extent the option or any portion thereof is transferred to an
Alternate Payee or a Trust in accordance with the terms of the Plan and Section 6(b) above, such Alternate Payee or Trust may exercise the option or such portion thereof so transferred. 
 8. This option is not an employment or consulting contract and nothing in this option shall be deemed to create in any way whatsoever any obligation on the part of the
non-employee director on whose behalf the option right was created, to continue to serve as a director of the Company, or of the Company to continue such non-employee director’s service as a director of the Company. 
 9. Any notices provided for in this option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered
by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company. 
  

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	10.	In accepting this option, you acknowledge that: 

 (a) the
Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; 
 (b) the grant of this option is voluntary and occasional and does not create any contractual or other right receive future options, or benefits in lieu of options, even if options have been granted repeatedly in the
past; 
 (c) your participation in the Program and Plan is voluntary; 
 (d) all decisions with respect to future grants of options, if any, will be at the sole discretion of the Company; 
 (e) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; 
 (f) if the underlying shares of Common Stock do not increase in value, this option will have no value; if you exercise this option and obtain shares of
Common Stock, the value of those shares acquired upon exercise may increase or decrease in value, even below the exercise price; 
 (g) in
consideration of this option, no claim or entitlement to compensation or damages shall arise from forfeiture of this option resulting from termination of your service as a director (for any reason whatsoever and whether or not in breach of local
labor laws) and you irrevocably release the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you shall be deemed irrevocably to have waived
your entitlement to pursue such claim; and 
 (h) this option and benefits under the Program and Plan, if any, will not automatically transfer
to another company in the case of a merger, takeover or transfer of liability. 
 12. The Company is not providing any tax, legal or financial advice, nor is
the Company making any recommendations regarding your participation in the Program and Plan, or your acquisition or sale of the underlying shares of Common Stock. You are hereby advised to consult your own personal tax, legal and financial advisors
regarding your participation in the Plan before taking any action related to the Program and Plan. 
 13.  (a) You hereby explicitly and
unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this option by and among, as applicable, the Company or Affiliates of the Company for the exclusive purpose of
implementing, administering and managing your participation in the Program and Plan. 
 (b) You understand that the Company or Affiliates of
the Company may hold certain personal information about you, including, without limitation, your name, home address and 

  

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telephone number, date of birth, social insurance number (to the extent permitted under applicable local law) or other identification number, salary,
nationality, job title, residency status, any shares of stock or directorships held in the Company, details of all equity compensation or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor, for the
purpose of implementing, administering and managing the Program and Plan (“Data”). You understand that Data may be transferred to UBS Financial Services, Inc. or any third parties assisting in the implementation, administration and
management of the Program and Plan, that these recipients may be located in your country or elsewhere including outside the European Economic Area, and that the recipient’s country (e.g., the United States) may have different data privacy laws
and protections than Belgium. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting the Company. You authorize the Company, Affiliates of the Company, UBS Financial Services,
Inc. and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering, and managing your participation in the Program and Plan to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to any other broker, escrow agent or other third party with
whom the shares received upon exercise of this option may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Program and Plan. You understand that you may,
at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company. You
understand that refusal or withdrawal of consent may affect your ability to participate in the Program and Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact the
Company. 
 14. If you have received this option or any other document related to the Program and Plan translated into a language other than English and if
the meaning of the translated version differs from the English version, the English version shall control. 
 15. The Company may, in its sole discretion,
decide to deliver any documents related to current or future participation in the Program and Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Program and Plan through an
online or electronic system established and maintained by the Company or a third party designated by the Company. 
 16. The provisions of this option are
severable and if any one or more are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
 17. This option is subject to all the provisions of the Program and Plan and their provisions are hereby made a part of this option, including without limitation the provisions of section 5 of the Plan relating to
option provisions, and is further subject to all interpretations, amendments, rules, and regulations which may from time to time be promulgated and adopted pursuant to the 

  

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Plan. In the event of any conflict between the provisions of this option and those of the Plan, the provisions of the Program and Plan shall control.

 18. The terms of this option shall be governed by the laws of the State of Delaware without giving effect to principles of conflicts of laws. For purposes
of litigating any dispute that arises hereunder, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, or the federal courts for the United State for the federal district located in the State of Delaware, and no
other courts, where this agreement is made and/or to be performed. 
 19. This option is not intended to constitute “nonqualified deferred
compensation” within the meaning of Code Section 409A, but rather is intended to be exempt from the application of Code Section 409A. To the extent that this option is nevertheless deemed to be subject to Code Section 409A for
any reason, this option shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that
may be issued after the Grant Date. Notwithstanding any provision herein to the contrary, in the event that following the Grant Date, the Committee (as defined in the Plan) determines that this option may be or become subject to Code
Section 409A, the Committee may adopt such amendments to the Plan and/or this option or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee
determines are necessary or appropriate to (a) exempt the Plan and/or this option from the application of Code Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to this option, or (b) comply
with the requirements of Code Section 409A. 
 20. The Company reserves the right to impose other requirements on your participation in the Program and
Plan, on this option and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the plan, and to require you to
sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 
  

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 Dated the          day of
                        . 
  

			
	 Very truly yours,
  
 AMGEN INC.
  

		
	By: 	 	 
		 	 Duly authorized on behalf
 of the Board of Directors




 Agreed and accepted as of the date written above: 
  

	
	
	
	 
	 [name]
 Address:


  

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 RESTRICTED STOCK UNIT AGREEMENT 
 (EX- U.S.) 
                                        
 , Amgen Inc. Grantee: 
 On this          day of
             (the “Grant Date”), Amgen Inc., a Delaware corporation (the “Company”), pursuant to its Director Equity Incentive Program (the
“Program”) which implements the Amended and Restated 1991 Equity Incentive Plan, as amended (the “Plan”), has granted to you, the grantee named above,
             restricted stock units (the “Units”) with respect to              shares of Common
Stock on the terms and conditions set forth in this Restricted Stock Unit Agreement (this “Agreement”) and the Plan. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Program. 
 I. Vesting Schedule. Subject to the terms and conditions of this Agreement and in consideration for services previously rendered by you, one
hundred percent (100%) of the Units shall vest upon [the date hereof (the “Vesting Date”)][the date (the “Vesting Date”) upon which you have provided one year of continuous service following the Grant Date;
provided, however, that in the event you cease to be an Eligible Director by reason of your death or total and permanent disability (as certified by an independent medical advisor appointed by the Company prior to such termination), a
prorated number of Units shall vest immediately upon such death or disability, determined by multiplying the number of unvested Units by a fraction (rounded to two decimal places), the numerator of which is the number of complete months of
continuous service during the one year period following the Grant Date and the denominator of which is 12.] 
 II. Form and Timing of
Payment. Any vested Units shall be paid by the Company in shares of Common Stock (on a one-to-one basis) on, or as soon as practicable after, the Vesting Date (but in any event by the fifteenth day of the third month following the tax year in
which they vest), unless you have irrevocably elected in writing by December 31 of the year preceding the Grant Date to defer the payment of such Units under one of the following options: (i) full payment of the vested Units in January of
a year specified by you which shall be no earlier than the third calendar year following the calendar year in which the date of grant occurs and no later than the tenth calendar year following such year, (ii) full payment of the vested Units in
January of the calendar year following the year in which you cease to be an Eligible Director (and experience a “separation from service” with the Company within the meaning of U.S. Internal Revenue Code (“Code”)
Section 409A) for any reason, (iii) payment of the vested Units in five substantially equal annual installments, commencing in January of the calendar year following the year in which you cease to be an Eligible Director (and experience a
“separation from service” with the Company within the meaning of Code Section 409A) for any reason, or (iv) payment of the vested Units in ten substantially equal annual installments, commencing in January of the calendar year
following the year in which you cease to be an Eligible Director (and experience a “separation from service” with the Company within the meaning of Code Section 409A) for any reason; provided, however, that no shares of Common
Stock shall be issued hereunder unless the Board determines that the consideration received by the Company in exchange for the issuance of Common Stock has a value not less than the par value thereof. Any 








 
deferral election made pursuant to this Section II shall specify the distribution schedule from the options provided in this Section II and shall be
irrevocable. 
 III. Transferability. No benefit payable under, or interest in, this Agreement shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable for, or subject to, your or your beneficiary’s
debts, contracts, liabilities or torts; provided, however, nothing in this Section III shall prevent transfer (i) by will, (ii) by applicable laws of descent and distribution or (iii) to an Alternate Payee to the extent that a
QDRO so provides, as further described in the Program. 
 IV. No Contract for Employment. This Agreement is not an employment or
service contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company, or of the Company to continue your employment or service with the
Company. 
 V. Notices. Any notices provided for in this Agreement or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at such address as is currently maintained in the Company’s
records or at such other address as you hereafter designate by written notice to the Company. 
 VI. Nature of Grant. In accepting the
Units granted hereunder, you acknowledge that: 
 (a) the Plan is established voluntarily by the Company, is discretionary in nature and may
be modified, amended, suspended or terminated by the Company at any time; 
 (b) the grant of the Units is voluntary and occasional and does
not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted repeatedly in the past; 
 (c) your participation in the Plan is voluntary; 
 (d) all decisions with respect to future awards, if any,
will be at the sole discretion of the Company; 
 (e) the future value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty; 
 (i) in consideration of the grant of the Units, no claim or entitlement to compensation or damages shall arise
from forfeiture of the Units resulting from termination of your service as an director (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; and 
  

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 (j) the Units and the benefits under the Program and Plan, if any, will not automatically transfer to
another company in the case of a merger, takeover or transfer of liability. 
 VII. No Advice Regarding Grant. The Company is not
providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Program and Plan, or your acquisition or sale of the underlying shares of Common Stock. You are hereby advised to consult
with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Program and Plan. 
 VIII. Data Privacy. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as
applicable, the Company or Affiliates of the Company for the exclusive purpose of implementing, administering and managing your participation in the Program and Plan. 
 You understand that the Company or Affiliates of the Company may hold certain personal information about you, including, without limitation, your name, home address and telephone number, date of birth, social
insurance number (to the extent permitted under applicable local law) or other identification number, salary, nationality, job title, residency status, any shares of stock or directorships held in the Company, details of all equity compensation or
any other entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Program and Plan (“Data”). You understand that Data may be transferred to UBS
Financial Services, Inc. or any third parties assisting in the implementation, administration and management of the Program and Plan, that these recipients may be located in your country or elsewhere including outside the European Economic Area, and
that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than Belgium. You understand that you may request a list with the names and addresses of any potential recipients of the Data by
contacting the Company. You authorize the Company, Affiliates of the Company, UBS Financial Services, Inc. and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering, and managing
your participation in the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Program and Plan, including any requisite
transfer of such Data as may be required to any other broker, escrow agent or other third party with whom the shares issued upon vesting of the Units may be deposited. You understand that Data will be held only as long as is necessary to implement,
administer and manage your participation in the Program and Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing the Company. You understand that refusal or withdrawal of consent may affect your ability to participate in the Program and Plan. For more information on the
consequences of your refusal to consent or withdrawal of consent, you understand that you may contact the Company. 
  

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 IX. Language. If you have received this Agreement or any other document related to the Program and
Plan translated into a language other than English and if the meaning of the translated version differs from the English version, the English version shall control. 
 X. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Program and Plan by electronic means. You hereby consent to
receive such documents by electronic delivery and agree to participate in the Program and Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company. 
 XI. Severability. The provisions of this Agreement are severable and if any one or more are determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
 XII. Plan and Program. This Agreement is
subject to all the provisions of the Plan and Program and their provisions are hereby made a part of this Agreement, including without limitation the provisions of paragraph 7 of the Plan relating to stock bonuses, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement and those of the Plan and the Program, the
provisions of the Plan shall control. 
 XIII. Governing Law. This Agreement shall be construed and interpreted, and the rights of the
parties shall be determined, in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions thereof. For purposes of litigating any dispute that arises hereunder, the parties hereby submit to and consent to the
jurisdiction of the State of Delaware, or the federal courts for the United States for the federal district located in the State of Delaware, and no other courts, where this Agreement is made and/or to be performed. 
 XV. Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Program and Plan, on
the Units and on any shares of Common Stock acquired under the Program and Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Program and Plan, and to
require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 
  

			
	 Very truly yours,
  
 AMGEN INC.
  

		
	By: 	 	 
	Name: 	 	
	Title: 	 	


  

			
	 Accepted and Agreed,
  
 this              day of
                    , 200  .
  

		
	By: 	 	 
	Name: 	 	

  

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