Amgen 2013 Annual Report Download - page 194

6. TAX TREATMENT
6.1 Tax Responsibility: Employee acknowledges and agrees that Employee, and not the Company, will be solely
responsible for any taxes imposed upon Employee as a result of entering into this Agreement (except for those payroll
taxes paid by the Company). Any payments or benefits paid to Employee will be reported to taxing authorities as the
Company deems appropriate.
6.2 409A:
(i) "Section 409A Threshold” shall mean an amount equal to two times the lesser of (i) Employee’s base salary for
services provided to Amgen and any Amgen Affiliate as an employee for the calendar year preceding the calendar
year in which Employee has a Separation from Service; or (ii) the maximum amount that may be taken into account
under a qualified plan in accordance with Internal Revenue Code Section 401(a)(17) for the calendar year in which
the Employee has a Separation from Service. In all events, this amount shall be limited to the amount specified
under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any successor thereto.
(ii) “Separation from Service” shall mean a “separation from service” with Amgen (including any Amgen affiliate)
within the meaning of Code Section 409A (and regulations issued thereunder). Notwithstanding anything herein to
the contrary, the fact that Employee is treated as having incurred a Separation from Service under Code Section
409A and the terms of this Agreement shall not be determinative, or in any way affect the analysis, of whether
Employee has retired, terminated employment, separated from service, incurred a severance from employment or
become entitled to a distribution, under the terms of any retirement plan (including pension plans and 401(k) savings
plans) maintained by Amgen (including by an Amgen affiliate).
(iii) “Specified Employee” shall mean a “specified employee” under Code Section 409A (and regulations issued
thereunder). If the Employee is a "specified employee" as such term is defined for purposes of Section 409A, to the
extent necessary to avoid imposition of penalties under Section 409A on either Amgen or the Employee, no
payment of deferred compensation shall be made to such Employee for the first six months following a Separation
from Service, but shall be accumulated and paid on the first day of the seventh month following such separation,
with remaining payments, if any, paid in accordance with the otherwise applicable payment terms.
(iv) Section 409A Compliance. To the extent that a payment or benefit under this Agreement is subject to Code Section
409A, it is intended that this Agreement as applied to that payment or benefit comply with the requirements of Code
Section 409A, and the Agreement shall be administered and interpreted consistent with this intent. Each payment of
Salary Continuation and Bonus on each regular salary payroll date, and each other payment of other Severance
Benefits occurring on a particular date, shall be treated as a separate “payment,” as defined in Treasury Regulations
Section 1.409A-2(b)(2), for purposes of Code Section 409A.
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