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EXHIBIT 10.99
Annex B
PERFORMANCE UNIT AGREEMENT
__________________, Amgen Inc. Grantee:
On this __ day of _______________ (the "Grant Date"), Amgen
Inc., a Delaware corporation (the
"Company"), pursuant to its Performance Award
Program (the "Program") which implements
the Amended and Restated 1991 Equity
Incentive Plan (the "Plan"), has granted to
you, the grantee named above,
_____________ performance units (the
"Units") on the terms and conditions set
forth in this Performance Unit Agreement
(this "Agreement"), the Plan, the
Program and the Resolutions (as defined
below). Capitalized terms not defined
herein shall have the meanings assigned to
such terms in the Program.
I.
Performance Cycle. The Performance Cycle shall begin
on January 1, 200__ and end on December 31,
200__.
II. Value of
Units. The value of each Unit is equal to
the closing price of a share of Common
Stock on the Grant Date.
III.
Performance Goals. Up to 225% of the Units shall be
earned, depending on the extent to which
the Company achieves objectively
determinable performance goals established
by the Compensation and Management
Development Committee (the "Committee")
pursuant to those certain Resolutions of
the Compensation and Management Development
Committee of the Board of Directors
of Amgen Inc., adopted on March 8, 2004,
regarding the Performance Award Program
(the "Resolutions"). The Units earned shall
be calculated in accordance with the
Resolutions and the Program.
IV. Form and
Timing of Payment. Subject to Section X and
except as set forth in the Program, any
Units earned pursuant to Section III
above shall be paid as soon as practicable
following the Determination Date in
shares of Common Stock based on a 30-day
average trading price of the Common
Stock ending seven trading days immediately
preceding the Determination Date;
provided, however, that no shares of Common
Stock shall be issued hereunder
unless the Board determines prior to such
issuance that the consideration
received by the Company in exchange for the
issuance of Common Stock has a value
not less than the par value thereof.
V.
Issuance of Certificates; Tax Withholding. You shall
satisfy any federal, state and local tax
withholding obligation relating to the
payment of the Units earned by hereby
authorizing the Company to withhold from
the shares of the Common Stock otherwise
issuable to you as a result of the
vesting or the payment of the Units earned
a number of shares having a fair
market value less than or equal to the
amount of the Company's required minimum
statutory withholding. Any shares of Common
Stock withheld by the Company
hereunder shall not be deemed to have been
issued by the Company for any purpose
under the Plan. In addition, you
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shall take any further actions and execute
any additional documents as may be
necessary to effectuate the provisions of
this Section V. Notwi
