Amgen 2013 Annual Report Download - page 129

of the Plan, considered as though such person were a member of the Incumbent Board; or
(iii) 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.
Notwithstanding anything herein or in any Award Agreement to the contrary, if a Change of Control constitutes a payment
event with respect to any Award that is subject to United States income tax and which provides for a deferral of compensation that is
subject to Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii) or (iv) must also constitute a “change in
control event,” as defined in Treasury Regulation §1.409A-3(i)(5), in order to constitute a Change of Control for purposes of payment
of such Award.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and
official guidance promulgated thereunder.
“Common Stock” shall mean the common stock, par value $0.0001 per share, of the Company.
“Determination Date” shall have the meaning ascribed to it in Section 4.1.
“Participant” shall mean a key employee of the Company or an Affiliate who participates in this Program pursuant to the
provisions of Article III hereof.
“Performance Period” shall mean a period of time with respect to which performance is measured as determined by the
Committee. Performance Periods may overlap.
“Performance Goals” shall have the meaning ascribed to it in Section 5.2.
“Performance Unit” shall mean a right granted to a Participant pursuant to the Program to receive Common Stock, the payment
of which is contingent upon achieving the Performance Goals.
“Permanent and Total Disability” shall have the meaning ascribed to such term under Section 22(e)(3) of the Code and with
such permanent and total disability being certified prior to termination of a Participant’s employment by (i) the Social Security
Administration, (ii) the comparable governmental authority applicable to an Affiliate of the Company, (iii) such other body having the
relevant decision-making power applicable to an Affiliate of the Company, or (iv) an independent medical advisor appointed by the
Company in its sole discretion, as applicable, in any such case.
“Retirement-Eligible” shall mean when a Participant is at least sixty-five (65) years of age, or when a Participant is at least fifty-
five (55) years of age and has been an employee of the Company and/or an Affiliate of the Company for at least ten (10) years in the
aggregate as determined by the Company in its sole discretion according to Company policies and practices as in effect from time to time.
“Section 162(m) Participant” shall mean any Participant designated by the Committee as a “covered employee” within the
meaning of Section 162(m) of the Code whose compensation for the fiscal year in which the Participant is so designated or a future fiscal
year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.
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