Amgen 2013 Annual Report Download - page 158

AMGEN NONQUALIFIED DEFERRED COMPENSATION PLAN
As Amended and Restated Effective October 16, 2013
Purpose
The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business success of Amgen Inc., a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.
The Plan was amended and restated, generally effective as of January 1, 2009, in order to comply with Code Section 409A and
related Treasury Regulations, and to incorporate prior amendments. The Plan, as set forth herein, is further amended and restated,
effective as of October 16, 2013, to incorporate amendments adopted after the last restatement and make certain other desired changes.
If a Participant’s payments commenced prior to October 16, 2013, or if the Committee determines that all of the events necessary to
receive payment have occurred prior to October 16, 2013, the Participant shall receive or continue to receive payments in accordance
with the Plan terms in effect on October 15, 2013, to the extent that the Company determines that doing so would comply with
applicable law.
ARTICLE 1
Definitions
For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the
following indicated meanings:
1.1 “Account Balance” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i)
the Deferral Account balance and (ii) the vested Company Contribution Account balance. The Account Balance and each other
specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.
1.2 “Account Balance Plan” shall mean any plan, agreement or arrangement of the Company or an Employer that is an “account
balance plan” as defined in Treasury Regulation Section 1.409A-1(c)(2)(A) and (B).
1.3 “Annual Base Salary” shall mean a Participant’s compensation consisting only of regular salary paid by any Employer for
services rendered during the Plan Year and excluding any other compensation. With respect to any member of the Board,
Annual Base Salary shall mean the member’s annual retainer, chair fees, Board meeting fees, and meeting fees for any
committee of the Board.
1.4 “Annual Bonus” shall mean any compensation earned by a Participant during a Plan Year that constitutes a commission paid to a
salesperson or that is paid pursuant to the Amgen Global Management Incentive Plan (GMIP), the Amgen Inc. Executive
Incentive Plan (EIP), or an equivalent bonus program. All other compensation is excluded from the definition of Annual Bonus.
1.5 “Annual Company Contribution Amount ” shall mean, for any one Plan Year, the amount determined in accordance with
Section 3.5.
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