Exhibit 10.8
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
, 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 by the fifteenth day of the third month following the tax year
containing the last day of the Performance Cycle, 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, which payment schedule is intended to comply
with the “short-term deferral” exemption provided under
Code (as defined below) Section 409A and cause the Units not
to constitute “nonqualified deferred compensation”
(within the meaning of Code Section 409A). In the event that,
for any reason, any Units are deemed to constitute
“nonqualified deferred compensation” notwithstanding
the foregoing, then, with respect to any such Units, the specified
payment date applicable to such Units shall be the year immediately
following the end of the Performance Cycle. Shares of Common Stock
issued in respect of a Unit shall be deemed to be issued in
consideration of past services actually rendered by you to the
Company or an Affiliate or for its benefit for which you have not
previously been compensated or for future services to be rendered,
as the case may be, which the Company deems to have a value at
least equal to the aggregate par value thereof.
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V. Issuance of Certificates; Tax
Withholding . All payments made pursuant to Section IV above
shall be subject to withholding of all applicable taxes, based on
the minimum statutory withholding rates for federal, state and
local tax purposes, including any employment taxes resulting from
the vesting of the Units (the “ Tax Obligations
”). You hereby agree that you will satisfy the Tax
Obligations resulting from the vesting of the Units by authorizing,
and you hereby authorize, the Company to withhold from the shares
of Common Stock otherwise deliverable to you as a result of the
vesting of the Units in accordance herewith , a number of
shares having a fair market value less than or equal to the Tax
Obligations. 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 and shall remain available for
issuance thereunder. The number of shares of Common Stock tendered
by you pursuant to this subsection shall be determined by the
Company and be valued at the fair market value of the Common Stock
on the date the Tax Obligations arise. To the extent that the
number of shares tendered by you pursuant to this subsection is
insufficient to satisfy the Tax Obligations, you hereby authorize
the Company to deduct from your compensation the additional amount
necessary to fully satisfy the Tax Obli
