EXHIBIT 10.14
FIRST AMENDMENT TO THE
AMGEN NONQUALIFIED DEFERRED COMPENSATION PLAN
The Amgen Nonqualified Deferred Compensation Plan ("Plan") is hereby
clarified, in part, and amended, in part, as follows. Each particular is
effective as of January 1, 2002 unless otherwise noted.
1. The Plan's title page is amended by adding "Amgen" before "Nonqualified
Deferred Compensation Plan Effective January 1, 2002".
2. The Plan is amended in its entirety by deleting the "," between "Amgen"
and "Inc.", wherever it is found.
3. Section 1.2 is amended and clarified to read as follows:
"Annual Base Salary" shall mean the wages, salaries, fees for
professional services, and other amounts received (without
regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of
employment with any Employer to the extent that the amounts
are includable in gross income (including, but not limited to,
compensation for services on the basis of a percentage of
profits, commissions on reimbursements or other expense
allowances under a nonaccountable plan (as described in
Treasury Regulation Section 1.62-2(c)), but excluding any
"goods and services allowance" provided to certain expatriate
staff members. Notwithstanding anything else in the Plan to
the contrary, Annual Base Salary shall not include the Annual
Bonus. Annual Base Salary shall be computed without regard to
any election to reduce or defer salary under the Amgen
Retirement and Savings Plan or any cafeteria plan under
Section 125 of the Code. Annual Base Salary shall not include:
(a) any Company contributions to the Amgen Retirement and
Savings Plan or any other employee benefit plan for or on
account of the Employee, except as otherwise provided in the
preceding sentence or (b) the items described in Treasury
Regulation Section 1.415-2(d)(3), which, among other items,
would exclude from compensation amounts realized from the
exercise of a nonqualified stock option ) or when restricted
stock (or property) held by an Employee either becomes freely
transferable or is no longer subject to a substantial risk of
forfeiture under Section 83 of the Code) and amounts realized
from the sale, exchange or other disposition of stock acquired
under a qualified stock option.
4. Section 1.3 is clarified to read as follows:
"Annual Bonus" shall mean the wages, salaries, fees for
professional services, and other amounts received (without
regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of
employment with any Employer to the extent that the amounts
are commissions paid to salespeople or are paid pursuant to
the Amgen Performance Based Management Incentive
Plan (MIP), the Amgen Inc. Executive Incentive Plan (EIP) or
an equivalent bonus program.
5. Section 1.35 is amended to read as follows:
"Trust" shall mean one or more trusts established pursuant to
that certain Trust Agreement, dated as of January 1, 2002
between the Company and the trustee named therein, as amended
from time to time.
6. Section 2.1 is clarified to read as follows:
SELECTION BY COMMITTEE. Participation in the Plan shall be
limited to a select group of Employees of the Employers, each
of whom is a member of management or is highly compensated and
to the members of the Board. From the group of Employees who
are management or highly compensated, the Committee shall
select, in its sole discretion, Employees to participate in
the Plan.
7. Subsection 3.2(a) is clarified to read as follows:
(a) ANNUAL BASE SALARY AND ANNUAL BONUS. For each Plan
Year, a Participant may elect to defer, as his or her
Annual Deferral Amount, Annual Base Salary or Annual
Bonus up to the following maximum percentages for
each deferral elected as determined by the Committee
for each Plan Year:
DEFERRAL MAXIMUM PERCENTAGE
- ------------------ ------------------
Annual Base Salary 50%
Annual Bonus 100%
8. Subsection 3.7(c) is amended, effective as of January 1, 2003, to read
as follows:
MEASUREMENT FUNDS. From time to time, the Committee in its
sole discretion shall select and announce to Participants its
selection of mutual funds, insurance company separate
accounts, indexed rates or other methods (each, a "Measurement
Fund"), for the purpose of providing the basis on which gains
and losses shall be attributed to Account Balances under the
Plan. The Committee may, in its sole discretion, discontinue,
substitute or add a Measurement Fund at any time. Each such
action shall take effect after a reasonable period of time
following the day on which Participants are given written
notice of such change.
9. Section 4.1 is clarified to read as follows:
SHORT-TERM PAYOUT. In connection with each election to defer
an Annual Deferral Amount, a Participant may irrevocably elect
to receive a future "Short-Term Payout" from the Plan with
respect to such Annual Deferral Amount. Subject to the
Deduction Limitation, the Short-Term Payout shall be a lump
sum payment in an amount that is equal to the Annual Deferral
plus amounts credited or debited in the manner provided in
Section 3.7 above on that amount, determined at the time that
the Short-Term Payout becomes payable (rather than the date of
a Termination of Employment). Subject to the Deduction
Limitation and the other terms and conditions of the Plan,
each Short-Term Payout elected shall be paid out during a
60-day period commencing immediately after the last day of any
Plan Year designated by the Participant that is at least three
Plan Years after the Plan Year in which the Annual Deferral
Amount is actually deferred.
To record this First Amendment to the Plan as set forth herein, the Company has
caused its authorized officer to execute this document on this 5th day of
January, 2004.
AMGEN INC.
By: /s/ Brian McNamee
---------------------------------
Title: Senior Vice President, Human
Resources