Amgen 2013 Annual Report Download - page 161

Account Balance. In addition, a Participant shall mean any member of the Board (i) who elects to participate in the Plan (or has
an amount credited to his or her Company Contribution Account), (ii) who signs a Plan Agreement and an Election Form (with
respect to any Annual Deferral Amount), (iii) whose signed Plan Agreement and Election Form are accepted by the Committee,
(iv) who commences participation in the Plan, and (v) whose Plan participation has not terminated by virtue of a complete
distribution of his or her Account Balance. A spouse or former spouse of a Participant shall not be treated as a Participant in the
Plan or have an Account Balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a
result of applicable law or property settlements resulting from legal separation or divorce.
1.25 “Plan” shall mean the Amgen Nonqualified Deferred Compensation Plan, as amended and restated effective October 16, 2013,
which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.
1.26 “Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and
between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall
provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan
Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any
Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise
provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.
1.27 “Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such
calendar year.
1.28 “Separation from Service” shall mean the termination of services provided by a Participant to his or her Employer, whether
voluntarily or involuntarily, as determined by the Committee in accordance with Treasury Regulation Section 1.409A-1(h). In
determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:
(a) For a Participant who provides services to the Employer as an Employee, except as otherwise provided in Section
1.28(b), a Separation from Service shall occur when such Participant experiences a termination of employment with
such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and
circumstances indicate that either (i) the Participant is not reasonably expected to perform further services for the
Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer
after such date (whether as an Employee or as an independent contractor) will permanently decrease to no more than
49% of the average level of bona fide services performed by such Participant (whether as an Employee or an
independent contractor) over the immediately preceding 36-month period (or full period of services to the Employer if
the Participant has been providing services to the Employer for less than 36 months).
(b) If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship
between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave
does not exceed six months, or longer, so long as the Participant retains a right to reemployment with the Employer
under an applicable statute or by contract. If the period of leave exceeds six months and the Participant
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