EXHIBIT 10.14
FIRST AMENDMENT TO THE
AMGEN RETIREMENT AND SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE OCTOBER 23, 2000
The Amgen Retirement and Savings Plan as Amended and Restated Effective
October 23, 2000, (the "Plan") is hereby amended as follows:
1. Effective December 14, 2000, Kinetix Pharmaceuticals, Inc. shall be a
Participating Company for so long as Kinetix Pharmaceuticals, Inc. remains
in existence, and Appendix A to the Plan is thereby amended to include
Kinetix Pharmaceuticals, Inc.
2. Effective midnight of January 1, 2001, the Kinetix Pharmaceuticals, Inc.
401(k) Plan shall be merged into the Plan to coincide with the upstream
merger of Kinetix Pharmaceuticals, Inc. into the Company. The merged Plan
will conform to the terms of the Plan. Thereafter, Kinetix Pharmaceuticals,
Inc. shall no longer be a Participating Company and Appendix A to the Plan
is thereby amended to delete Kinetix Pharmaceuticals, Inc.
3. Effective June 1, 2001, annuities will be eliminated as a form of
distribution. This effective date is at least 90 days following the date on
which notice will be provided to Plan participants of the elimination. As
such:
a. Section 2.41 is deleted in its entirety.
b. Section 2.47 is deleted in its entirety.
c. Section 8.3 (a) restated in its entirety to read:
Except as provided in Sections 8.5, 8.8 and 8.10, and unless a
Participant elects otherwise, the distribution of a Participant's
Plan Benefit under Section 8.6 shall occur or commence not later
than sixty (60) days after the close of the Plan Year in which
occurs the later of (i) the Participant's attainment of Normal
Retirement Age or (ii) the Participant's termination of
employment. If distribution of a Participant's Plan Benefit has
not yet occurred, on or about nine (9) months before the
Participant's Normal Retirement Date, the Company shall furnish
the Participant with a written explanation of the terms,
conditions and forms of distributions available from the Plan
with a description of the procedures for electing a form of
distribution.
d. Section 8.6 (a) is restated to read:
A Participant's Plan Benefit shall be distributed in any of the
following forms that he or she elects:
e. Sections 8.6 (a) (5) is deleted in its entirety.
f. Section 8.7 is deleted in its entirety.
g. Section 8.8 is restated in its entirety to read:
Time of Distribution of Death Benefit. If a Participant dies
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before receiving his or her Plan Benefit, then the Participant's
Beneficiary shall be entitled to receive the Plan Benefit
pursuant to this Section 8.8. (Section 8.12 provides that the
surviving spouse of a married Participant shall be his or her
Beneficiary, unless the Participant, with the spouse's consent,
has otherwise elected prior to his or her death.) The
Participant's Plan Benefit shall be distributed to the
Participant's Beneficiary no later than 12 months after the
Participant's death.
h. Section 8.9 is deleted in its entirety.
i. Section 8.13 is restated in its entirety to read:
Spousal Consent Needed to Name a Nonspouse Beneficiary. Any
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other provision of the Plan notwithstanding, in the case of a
married Participant, any designation of a person other than his
or her spouse as Beneficiary shall be effective only if the
spouse consents in writing to the designation. The spouse's
consent shall be witnessed by a notary public or, if permitted by
the Company, by a representative of the Plan. A consent to a
designation of a particular Beneficiary, once given by the
spouse, shall not be revocable by that spouse. The designation
of a particular Beneficiary may not be changed without further
spousal consent (unless the consent or a prior consent expressly
permits designations by the Participant without any requirement
of further consent by the spouse). The spouse's consent shall
not be required if the Participant establishes to the Company's
satisfaction that the spouse's consent cannot be obtained because
the spouse cannot be located or because of other reasons deemed
acceptable under applicable regulations. The Company may require
such evidence of the right of any person to receive payment under
this Section as the Company may deem advisable. The Company's
determination of the right under this Section of any person to
receive payment shall be conclusive.
To record this First Amendment to the Plan as set forth herein, the Company has
caused its authorized officer to execute this document this 26th day of
February, 2001.
AMGEN INC.
By: /s/ Steven M. Odre
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Title: Senior Vice President, General
Counsel and Secretary
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