Amgen 2013 Annual Report Download - page 187

Employee’s last home address on file in Amgen’s records. The cash severance payment does not include monies
Amgen has paid or will pay Employee in accordance with applicable law for all earned but unpaid wages through
the Termination Date and all earned but unused vacation days Employee accrued through the Termination Date,
which shall be payable irrespective of whether Employee executes this Agreement.
1.3.2 Cash Payment for Unvested Equity Grant in October 2010 : In consideration of (a) proportional service
during the vesting period, (b) services prior to the Termination date, including transitioning Employee’s
responsibilities, and (c) the covenants and undertakings contained in this Agreement and Employee’s
reaffirmation of his obligations under the Proprietary Information and Inventions Agreement (“PIIA”), Employee
will receive a cash payment equal to the pro-rated value of the currently unvested 25,000 restricted stock units
and unvested 43,750 stock options of the new-hire equity grant made to the Employee in October 2010 calculated
by using the number of full months between the October 2010 grant and the Termination Date as the numerator
(determined by using the date of the actual termination of Employee’s employment), a denominator of forty-
eight (48) months, and an Amgen share price of $113.00 for each of the restricted stock units and the difference
between an Amgen share price of $113.00 less the stock option exercise price of $57.27 for each stock option.
Employee’s right to the payment specified in this Paragraph 1.3.2 is contingent on (i) Employee’s execution and
non-revocation of this Agreement and the Re-Execution Agreement, and (ii) Employee’s continued compliance
with Employee’s obligations under this Agreement and the PIIA. This payment, less withholdings as required or
permitted by law, will be made within thirty (30) days, or as soon as administratively practical, after the Effective
Date of the Re-Execution Agreement. In no event will the payment due under this Paragraph 1.3.2 be made later
than March 15th of the calendar year after the year in which Employee terminates employment. Amgen will
send this payment to Employee’s last home address on file in Amgen’s records.
1.3.3 COBRA: If Employee and/or Employee’s eligible dependents timely elect Consolidated Omnibus Budget
Reconciliation Act (“COBRA”) coverage under Amgen’s group health plan(s), Amgen will pay the cost of such
COBRA coverage for each person who is eligible and who timely elects to receive such coverage from the
Termination Date until the earliest of (a) the number of months set forth in the Statement of Benefits; (b) the
date on which the covered person no longer qualifies for COBRA coverage; (c) the date on which the covered
person is eligible for group health plan coverage offered by a subsequent employer of Employee or the employer
of Employee’s spouse or domestic partner; or (d) in the case of Employee’s eligible dependents, the date on which
such dependents cease to be eligible dependents under the terms of Amgen’s group health plan(s). Employee
represents and warrants that Employee currently is not eligible for another employer’s, spouse’s or domestic
partner’s health plan. Employee further agrees that if Employee becomes eligible for a subsequent employer’s,
spouse’s or domestic partner’s health plan while Employee or any dependent is receiving Company-paid COBRA
coverage, Employee will notify Amgen’s COBRA administrator of the date Employee becomes eligible for the
subsequent plan within thirty (30) days of the date Employee learns of such eligibility.
1.3.4 Outplacement Services: Amgen will pay the fees for outplacement services with a provider selected by
Amgen. Employee must commence such services within thirty
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