Amgen 2013 Annual Report Download - page 130

“Voluntary Retirement” shall mean voluntary termination of employment that is not the result of Permanent and Total
Disability.
ARTICLE III
PARTICIPATION
3.1 Participants. Participants for any Performance Period shall be those active key employees of the Company or an Affiliate
who are designated in writing as eligible for participation by the Committee no later than the ninetieth (90th) day after the beginning of
such Performance Period.
3.2 No Right to Participate. No Participant or other employee of the Company or an Affiliate shall, at any time, have a right to
participate in this Program for any Performance Period, notwithstanding having previously participated in this Program.
ARTICLE IV
ADMINISTRATION
4.1 Generally. The Committee shall establish the basis for payments under this Program in relation to specified Performance
Goals, as more fully described in Article V hereof. With respect to the 162(m) Participants, the Committee shall establish the basis for
payments under this Program in relation to specified Performance Goals no later than the ninetieth (90th) day after the beginning of such
Performance Period, but in no event after 25 percent of the Performance Period has lapsed. Following the end of each Performance
Period, once all of the information necessary for the Committee to determine the Company’s performance is made available to the
Committee, the Committee shall determine the amount of the Award payable to each Participant; , that any such
determination shall be made no later than six months following the end of such Performance Period (the date of such determination
shall hereinafter be called the “Determination Date”). The Committee shall have the power and authority granted it under Article 12 of
the 2009 Plan, including, without limitation, the authority to construe and interpret this Program, to prescribe, amend and rescind rules,
regulations and procedures relating to its administration and to make all other determinations necessary or advisable for administration of
this Program. Decisions of the Committee in accordance with the authority granted hereby shall be conclusive and binding. Subject only
to compliance with the express provisions hereof, the Committee may act in its sole and absolute discretion with respect to matters
within its authority under this Program.
4.2 Provisions Applicable to Section 162(m) Participants . Subject to the sole discretion of the Committee, any Awards paid
hereunder to a Section 162(m) Participant shall satisfy and shall be interpreted in a manner that satisfies any applicable requirements as
“qualified performance-based compensation” within the meaning of Section 162(m) of the Code and any provisions, application or
interpretation of the Program or the 2009 Plan that is inconsistent with this intent shall be disregarded. To the extent that any Award (i) is
deemed to constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) and (ii) would nevertheless be
subject to the deduction limitations imposed by Section 162(m) of the Code in the year in which such Award would otherwise be paid
under this Program, the payment of such Award may, in the Committee’s discretion, be delayed until the earlier of (A) the first year in
which such Award would not be subject to the deduction limitations imposed by Section 162(m) or (B) such time as the Participant
ceases to be a “service provider” to the Company (within the meaning of Section 409A of the Code).
4.3 Provisions Applicable to Participants in Foreign Jurisdictions . Notwithstanding any provision of the Program to the contrary,
in order to comply with the laws in other countries in which the Company
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