EXHIBIT 10.26
SEVENTH AMENDMENT TO THE
AMGEN RETIREMENT AND SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996
The Amgen Retirement and Savings Plan as Amended and Restated Effective
April 1, 1996, as amended (the "Plan") is hereby amended, effective June 28,
1999, as follows:
1. Section 2.20 of the Plan is amended to read in its entirety as follows:
2.20 "Employee" means an individual who (a) on the Payroll of a member of
the Affiliated Group or (b) is a "leased employee" (within the meaning
of section 414(n) of the Code) with respect to a member of the
Affiliated Group. "Employee shall not include a nonresident alien who
receives no earned income (within the meaning of section 911(b) of the
Code) from a member of the Affiliated Group that constitutes income
from sources within the United States (within the meaning of section
861(a)(3) of the Code).
2. Section 2.35 of the Plan is amended to read in its entirety as follows:
2.35 "Participating Company" means the Company, Amgen (Bermuda) Clinical
Development, Limited, Amgen (Bermuda) Clinical Development 2, Limited,
Amgen (Bermuda) Clinical Development 3, Limited, Amgen (Bermuda)
Clinical Development 4, Limited, Amgen (Bermuda) Clinical Development
5, Limited, Amgen (Bermuda) Clinical Development 6, Limited, Amgen
(Bermuda) Clinical Development 7, Limited, Amgen (Bermuda) Clinical
Development 8, Limited, and any other member of the Affiliated Group
that the Company has designated in writing as a Participating Company.
3. Section 2.36 of the Plan is added to read in its entirety as follows and
all subsequent sections shall be renumbered to reflect the addition of this
Section 2.36:
2.36 "Payroll" means the system used by an entity to pay those individuals
it regards as its employees for their services and to withhold federal
income and employment taxes from the compensation it pays to such
employees. "Payroll" does not include any system the entity uses to
pay individuals whom it does not regard as its employees and for whom
it does not actually withhold federal income and employment taxes
(including, but not limited to, individuals it regards as independent
contractors, consultants or employees of temporary employment
agencies).
4. Section 3.3 of the Plan is amended to read in its entirety as follows:
3.3 "Eligible Employee" means an Employee of a Participating Company who
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is described in (a) or (b) of this Section 3.3. and is not excluded
under (c) of this Section 3.3. An individual's status as an Eligible
Employee shall be determined by the Company and its determination
shall be conclusive and binding on all persons.
(a) Regular Full-Time Employee. Unless excluded under (c) below, an
individual classified by a Participating Company as a "regular
full-time employee" is an Eligible Employee.
(b) Regular Part-Time Employee. Unless excluded under (c) below, an
individual classified by a Participating Company as a "regular
part-time employee" shall become an Eligible Employee upon
completion of a Year of Service.
(c) Excluded Individuals. An individual shall not be an Eligible
Employee for any period in which he or she is:
(1) Included in a unit of employees covered by a collective-
bargaining agreement that does not provide that such
individual shall be eligible to participate in the Plan;
(2) Not on the Payroll of a Participating Company, even though
such person may be deemed, for any reason, to be an employee;
(3) Subject to an oral or written agreement that provides that
such individual shall not be eligible to participate in the
Plan;
(4) Employed by a non-U.S. subsidiary of the Company;
(5) Classified by a Participating Company as a "leased employee"
(within the meaning of section 414(n) of the Code) with
respect to such Participating Company or would be so
classified but for the period-of-service requirement of Code
section 414(n)(2)(B); or
(6) A temporary employee, independent contractor, consultant, or
any other person or entity for whom a Participating Company
does not withhold federal income and employment taxes from
such person's or entity's compensation.
If, during any period, a Participating Company has not regarded an
individual as an Employee and, for that reason, has not withheld
employment taxes with respect to that individual, then that
individual shall not be an Eligible Employee for that period, even
in the event that the individual is determined, retroactively, to
have been an Employee during all or any portion of that period.
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To record this Seventh Amendment to the Plan as set forth herein, the Company
has caused its authorized officer to execute this document this 28th day of
June, 1999.
AMGEN INC.
By: /s/ George A. Vandeman
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Title: Senior Vice President,
Corporate Development,
General Counsel and Secretary
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