Amgen 2013 Annual Report Download - page 134

payable, and (ii) if the Award was granted with respect to the Performance Period commencing in the calendar year in which such
termination occurs, the Award otherwise payable is multiplied by a fraction (rounded to two decimal places), the numerator of which is
the number of complete months of employment during such calendar year, and the denominator of which is twelve (12).
Notwithstanding the foregoing, with respect to a Participant whose employment is terminated due to such Participant’s Permanent and
Total Disability, such Participant shall not be entitled to such full or prorated amount of such Participant’s Award pursuant to this Section
7.1(b) unless either such Participant signs a general release and waiver in a form provided by the Company and delivers it to the
Company no later than the date specified by the Company, or the Company waives such release requirement in writing; ,
, that in no event shall payment of such full or prorated amount of such Participant’s Award be made later than the specified
payment date as set forth in Section 6.1 above.
(c) In the event that a Participant’s employment with the Company or an Affiliate is terminated prior to the last business day of
a Performance Period for any reason other than as specified in Sections 7.1(a) and (b) above, all of such Participant’s rights to an Award
for such Performance Period shall be forfeited, unless, prior to the payment date described in Article VI above, the Company, in its sole
discretion, makes a written determination to otherwise pay the full or prorated amount of the Participant’s Award, if any, applicable to
such Performance Period, which full or prorated amount shall be paid in accordance with the provisions of Article VI above. For
purposes of the foregoing, if the payment of the Participant’s Award is prorated, the amount of the Participant’s Award (rounded down to
the nearest whole number) shall be determined based on the Company’s performance as compared to the Performance Goals for such
Performance Period and (i) if the Award was granted with respect to a Performance Period commencing in a calendar year prior to the
calendar year in which such termination occurs, the full amount of the Award is payable, and (ii) if the Award was granted with respect
to the Performance Period commencing in the calendar year in which such termination occurs, the Award otherwise payable is
multiplied by a fraction (rounded to two decimal places), the numerator of which is the number of complete months of employment
during such calendar year, and the denominator of which is twelve (12). Notwithstanding the foregoing, a Participant shall not be entitled
to such full or prorated amount of such Participant’s Award pursuant to this Section 7.1(c) unless either such Participant signs a general
release and waiver in a form provided by the Company and delivers it to the Company no later than the date specified by the Company,
or the Company waives such release requirement in writing; , , that in no event shall payment of such full or prorated
amount of such Participant’s Award be made later than the specified payment date as set forth in Section 6.1 above.
7.2 Termination of Employment After End of Performance Period . In the event that a Participant’s employment with the
Company or an Affiliate is terminated on or after the last business day of the applicable Performance Period but prior to the
Determination Date for any reason, the amount of any Award applicable to such Performance Period shall be paid to the Participant in
accordance with the provisions of Article VI above.
ARTICLE VIII
CHANGE OF CONTROL
8.1 Change of Control During Performance Period . Notwithstanding anything to the contrary in the Program, the Committee
shall set forth the terms of any Award payable in the event of Change of Control that occurs during a Performance Period in the
Performance Goals.
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