Exhibit 10.19
AMENDMENT AND RESTATEMENT OF
THE
AMGEN CHANGE OF CONTROL SEVERANCE
PLAN
EFFECTIVE DECEMBER 9,
2008
The Amgen Change of Control
Severance Plan, effective as of October 20, 1998 (the
“Plan”), is hereby amended and restated effective as of
December 9, 2008, except as otherwise provided herein, to
incorporate the following modifications:
1. The first paragraph of the Plan
is amended in its entirety to read as follows:
AMGEN INC., a Delaware corporation,
established this Change of Control Severance Plan (the
“Plan”), effective as of October 20, 1998, for the
benefit of certain key employees of the Company. By resolution of
the Board of Directors of Amgen Inc., the Plan is hereby amended
and restated, effective as of December 9, 2008, to add Anna
Richo as a Group I Participant and establish an exemption from or
otherwise comply with the requirements of Section 409A of the
Internal Revenue Code.
2. Section 1(L) of the Plan is
amended in its entirety to read as follows:
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(L)
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“ Good
Reason ,” with respect to any Participant, shall mean the
occurrence (without the Participant’s express written
consent) of any of the following conditions, but only if
(1) the Participant provides written notice to the Company of
the existence of the condition within thirty (30) days of the
initial existence of the condition; (2) the Company fails to
remedy the condition within the thirty (30)-day period following
the Company’s receipt of the notice delivered pursuant to
clause (1); and (3) the Participant actually terminates
employment within thirty (30) days following the expiration of
the thirty (30)-day period described in clause (2):
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(i) any adverse and material
diminution in the Participant’s authority, duties or
responsibilities as they existed immediately prior to the Change of
Control or as the same may be increased from time to time
thereafter;
(ii) the Company’s material
reduction of the Participant’s annual base salary as in
effect on the date hereof or as the same may be increased from time
to time;
(iii) relocation of the
Company’s offices at which the Participant is employed which
increases the Participant’s daily commute by more than
one-hundred (100) miles on a round trip basis; or
(iv) any other action or inaction by
the Company that constitutes a material breach of the agreement
under which the Participant provides services.
A Participant’s right to
terminate his or her employment for Good Reason shall not be
affected by the Participant’s incapacity due to physical or
mental illness.
3. Section 2 of the Plan is
amended in its entirety to read as follows:
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2.
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Effective
Date and Term of Plan . The Plan, as amended and restated, shall be
effective as of December , 2008 and shall
continue in effect through December 31, 2012; provided,
however , that commencing on December 31, 2012 and on each
December 31 thereafter, the Plan shall automatically be
extended for one additional year by adding one year to the last day
of the term as then in effect unless, not later than
September 30 of such year, the Company shall have given notice
to the Participants that the term of the Plan will not be extended;
provided, further , that if a Change of Control occurs
during the original or any extended term of the Plan, the term of
the Plan shall continue in effect for a period of not less than
thirty-six (36) months beyond the month in which such Change
of Control occurred.
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4. Section 4.1(B) of the Plan
is amended in its entirety to read as follows:
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(B)
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Benefits. Subject to subsection (B) of
Section 11.6,
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(i)
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During the
Benefits Continuation Period, the Company shall provide the
Participant and his or her dependents with life, disability,
accident, and health insurance benefits substantially similar to
those provided to the Participant and his or her dependents
immediately prior to the Date of Termination or the date of the
Change of Control, whichever is more favorable to the Participant;
provided, however , that such benefits shall be provided on
substantially the same terms and conditions and at the same cost to
the Participant as in effect immediately prior to the Date of
Termination or the date of the Change of Control, whichever is more
favorable to the Participant. At the termination of the group
health plan coverage under this paragraph, the Participant and his
or her dependents shall be entitled to continuation coverage
pursuant to Section 4980B of the Code, Sections 601-608 of the
Employee Retirement Income Security Act of 1974, as amended, and
under any other applicable law, to the extent required by such
laws, as if the Participant had terminated employment with the
Company on the date such group health plan coverage
terminates.
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(ii)
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Notwithstanding the foregoing, if
the Participant becomes reemployed with another employer and is
eligible to receive such benefits under another employer’s
plans, the Company’s obligations under its plans and this
Section 4.1(B) shall be secondary to the coverage provided by
such other employer’s plans during the Benefits Continuation
Period, and any such benefits actually received by the Participant
shall be reported to the Company. In the event that the Participant
is ineligible under the terms of the Company’s benefit plans
to continue
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to be so covered, the Company,
during the Benefits Continuation Period, shall provide the
Participant with substantially equivalent coverage through other
sources or will reimburse the Participant’s expenses incurred
in obtaining such coverage, provided the Participant provides the
Company with reasonable documentation substantiating such expenses
were incurred during the Benefits Continuation Period, and the
Company reimburses the Participant’s expenses no later than
the end of the calendar year immediately following the calendar
year in which the expenses were incurred by the Participant. Except
as set forth in Treasury Regulation § 1.409A-3(i)(1)(iv)(B) or
successor provision, the amount of expenses eligible for
reimbursement, or the amount of in-kind benefits coverage provided
under this Section 4.1(B) to the Participant in any calendar
year, may not affect the expenses eligible for reimbursement or
benefit coverage provided in any other calendar year. If any
reimbursements under this Section 4.1(B)(ii) are includible in
the gross income of the Participant for income or employment tax
purposes, the Company shall pay the Participant an additional
amount (“Gross-Up Payment”) such that after the payment
of all income and employment taxes (but not any excise or 409A
taxes) on the reimbursements and the Gross-Up Payment, the
Participant retains a
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