Amended and Restated Amgen Inc. Performance Award Program



 Exhibit 10.22 
 AMENDED AND RESTATED AMGEN INC. 
 PERFORMANCE AWARD PROGRAM 
 (Amended and Restated Effective October 1, 2008) 
 ARTICLE I 
 PURPOSE 
 The purpose of this document is to set forth the general terms and conditions applicable to the Performance Award Program (the “Program”) established by the Compensation and Management Development
Committee of the Board of Directors of Amgen Inc. (the “Company”) pursuant to, and in implementation of, Section 10(d) of the Company’s Amended and Restated 1991 Equity Incentive Plan, as amended (the “1991
Plan”). The Program is intended to carry out the purposes of the 1991 Plan and provide a means to reinforce objectives for sustained long-term performance and value creation by awarding selected key employees of the Company with payments in
Company stock based on the level of achievement of pre-established performance goals during performance periods, subject to the restrictions and other provisions of the Program and the 1991 Plan. 
 ARTICLE II 
 DEFINITIONS

 Unless otherwise defined herein, capitalized terms used herein shall have the same definitions as such terms are defined in the 1991
Plan. 
 “Award” shall mean the earned Performance Units payable in Common Stock under the Program for a Performance Period.

 “Board” shall mean the Board of Directors of the Company. 
 “Code” shall mean the Internal Revenue Code of 1986, as amended, together with the regulations and official guidance promulgated
thereunder. 
 “Committee” shall mean the Compensation and Management Development Committee of the Board, appointed by the
Board from among its members to administer the 1991 Plan in accordance with Section 2 thereof. 
 “Common Stock” shall
mean the common stock, par value $0.0001 per share, of the Company. 
 “Determination Date” shall have the meaning ascribed
to it in Section 4.1. 
 “Participant” shall mean a key employee of the Company or an Affiliate who participates in
this Program pursuant to the provisions of Article III hereof. 
 “Performance Period” shall mean a period of time with
respect to which performance is measured as determined by the Committee. Performance Periods may overlap. 
 “Performance
Goals” shall have the meaning ascribed to it in Section 5.2. 







 “Performance Unit” shall mean a right granted to a Participant pursuant to the Program
to receive Common Stock, the payment of which is contingent upon achieving the Performance Goals. 
 “Permanent and Total
Disability” shall have the meaning ascribed to such term under Section 22(e)(3) of the Code and with such permanent and total disability being certified prior to termination of a Participant’s employment by (i) the Social
Security Administration, (ii) the comparable governmental authority applicable to an Affiliate of the Company, (iii) such other body having the relevant decision-making power applicable to an Affiliate of the Company, or (iv) an
independent medical advisor appointed by the Company in its sole discretion, as applicable, in any such case. 
 “Retirement-Eligible” shall mean when a Participant is at least sixty-five (65) years of age, or when a Participant is at least fifty-five (55) years of age and has been an employee of the Company and/or an
Affiliate of the Company for at least ten (10) consecutive years. 
 “Section 162(m) Participant” shall mean any
Participant designated by the Committee as a “covered employee” within the meaning of Section 162(m) of the Code whose compensation for the fiscal year in which the Participant is so designated or a future fiscal year may be subject
to the limit on deductible compensation imposed by Section 162(m) of the Code. 
 “Voluntary Retirement” shall mean
voluntary termination of employment that is not the result of Permanent and Total Disability. 
 ARTICLE III 
 PARTICIPATION 
 3.1
Participants. Participants for any Performance Period shall be those active key employees of the Company or an Affiliate who are designated in writing as eligible for participation by the Committee within the first ninety (90) days of
such Performance Period. 
 3.2 No Right to Participate. No Participant or other employee of the Company or an Affiliate shall, at any
time, have a right to participate in this Program for any Performance Period, notwithstanding having previously participated in this Program. 
 ARTICLE IV 
 ADMINISTRATION 
 4.1 Generally. The Committee shall establish the basis for payments under this Program in relation to specified Performance Goals, as more fully described in Article V hereof. With respect to the 162(m)
Participants, the Committee shall establish the basis for payments under this Program in relation to specified Performance Goals within the first ninety (90) days of each Performance Period, but in no event after 25 percent of the Performance
Period has lapsed. Following the end of each Performance Period, once all of the information necessary for the Committee to determine the Company’s performance is made available to the Committee, the Committee shall determine the amount of the
Award payable to each Participant; provided, however, that any such determination shall be made no later than six months following the end of such Performance Period (the date of such determination shall hereinafter be called the
“Determination Date”). The Committee shall have the power and authority granted it under Section 2 of the 1991 Plan, including, without limitation, the authority to construe and interpret this Program, to prescribe, amend and
rescind rules, regulations and procedures relating to its administration and to make all other determinations necessary or advisable for administration of this Program. Decisions of the Committee in accordance with the authority granted hereby shall
be conclusive and binding. Subject 








 
only to compliance with the express provisions hereof, the Committee may act in its sole and absolute discretion with respect to matters within its authority
under this Program. 
 4.2 Provisions Applicable to Section 162(m) Participants. Subject to the sole discretion of the Committee,
any Awards paid hereunder to a Section 162(m) Participant shall satisfy and shall be interpreted in a manner that satisfies any applicable requirements as “qualified performance-based compensation” within the meaning of
Section 162(m) of the Code and any provisions, application or interpretation of the Program or the 1991 Plan that is inconsistent with this intent shall be disregarded. To the extent that any Award (i) is deemed to constitute
“nonqualified deferred compensation” (within the meaning of Code Section 409A) and (ii) would nevertheless be subject to the deduction limitations imposed by Section 162(m) of the Code in the year in which such Award would
otherwise be paid under this Program, the payment of such Award may, in the Committee’s discretion, be delayed until the earlier of (A) the first year in which such Award would not be subject to the deduction limitations imposed by
Section 162(m) or (B) such time as the Participant ceases to be a “service provider” to the Company (within the meaning of Section 409A of the Code). 
 4.3 Provisions Applicable to Participants in Foreign Jurisdictions. Notwithstanding any provision of the Program to the contrary, in order to
comply with the laws in other countries in which the Company and its Affiliates operate or have employees, the Committee, in its sole discretion, shall have the power and authority to: 
 (i) modify the terms and conditions of any award of Performance Units granted to employees outside the United States to comply with applicable foreign
laws; 
 (ii) condition the effectiveness of any award of Performance Units upon approval or compliance with any applicable foreign laws,
regulations, rules or local governmental regulatory exemption or approvals; 
 (iii) provide for payment of any Award in cash or Common
Stock, at the Company’s election, to the extent necessary to comply with applicable foreign laws; and 
 (iv) take any other action,
before or after an award of Performance Units is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. 
 Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no award of Performance Units shall be granted, that would violate the Securities Act of 1933, as amended, Securities Exchange Act
of 1934, as amended, the Code, or any other securities or tax or other applicable law or regulation. 
 ARTICLE V 
 AWARD DETERMINATIONS 
 5.1 Award of
Performance Units. The Committee shall determine the number of Performance Units (rounded down to the nearest whole number) to be awarded under this Program to each Participant with respect to such Performance Period. With respect to the
Section 162(m) Participants, the Committee shall determine the number of Performance Units (rounded down to the nearest whole number) to be awarded under this Program to each Section 162(m) Participant with respect to such Performance
Period within the first ninety (90) days of such Performance Period, but in no event after 25 percent of the Performance Period has elapsed. Performance Units granted under the Program shall constitute stock bonuses under Sections 7 and 10(d)
of the 1991 Plan. 







 5.2 Performance Requirements. The Committee shall approve the performance goals (collectively, the
“Performance Goals”) with respect to any of the business criteria permitted under Section 10(d) of the 1991 Plan), each subject to such adjustments as the Committee may specify in writing at such time, and shall establish a
formula, standard or schedule which aligns the level of achievement of the Performance Goals with the earned Performance Units. 
 With
respect to the Section 162(m) Participants, the Committee shall approve the Performance Goals within the first ninety (90) days of such the Performance Period, but in no event after 25 percent of the Performance Period has elapsed, and the
Performance Goals may not be changed during the Performance Period, but the thresholds, targets and multiplier measures of the Performance Goals shall be subject to such adjustments as the Committee may specify in writing within the first ninety
(90) days of the Performance Period, but in no event after 25 percent of the Performance Period has elapsed. 
 ARTICLE VI

 PAYMENT OF AWARDS 
 6.1 Form and Timing of Payment. Except as set forth in Section 8.1 below, no Award payable pursuant to this Program shall be paid unless and until the Committee certifies, in writing, the extent to which the Performance Goals
have been achieved and the corresponding number of Performance Units earned. The specified payment date applicable to such Awards shall be the year immediately following the tax year including the end of the Performance Period. Shares of Common
Stock issued in respect of an Award shall be deemed to be issued in consideration for future services to be rendered or past services actually rendered to the Company or for its benefit, by the Participant, which the Committee deems to have a value
at least equal to the aggregate par value thereof. 
 6.2 Tax Withholding. Regardless of any action the Company or its Affiliate takes
with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to participation in the Program and legally applicable to the Participant
(“Tax Obligations”), the Participant acknowledges that the ultimate liability for all Tax Obligations is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company and/or its
Affiliate. The Participant further acknowledges that the Company and/or its Affiliate (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Performance Units, including
the grant of the Performance Units, the vesting of Performance Units, the conversion of the Performance Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the receipt of any
dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Participant’s liability for Tax Obligations or achieve any particular
tax result. Furthermore, if the Participant becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges that the Company and/or its Affiliate may be required to
withhold or account for Tax Obligations in more than one jurisdiction. 
 Prior to any relevant taxable or tax withholding event, as
applicable, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to its Affiliate (in their sole discretion) to satisfy all Tax Obligations. In this regard, the Participant authorizes the Company and/or its
Affiliate or their respective agents, at their discretion, to satisfy all applicable Tax Obligations by one or a combination of the following: 
 (a) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or its Affiliate; or 







 (b) withholding from proceeds of the sale of shares of Common Stock acquired upon vesting or payment of
the Performance Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or 
 (c) withholding in shares of Common Stock to be issued upon vesting or payment of the Performance Units, provided that the Company and its Affiliate
shall only withhold an amount of shares of Common Stock with a fair market value equal to the Tax Obligations. 
 To avoid adverse accounting
treatment, the Company may withhold or account for Tax Obligations not to exceed the applicable minimum statutory withholding rates or other applicable withholding rates. If the Tax Obligations are satisfied by withholding in shares of Common Stock,
for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock subject to the vested Performance Units, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of
paying the Tax Obligations due as a result of any aspect of the Participant’s participation in the Program (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 Program and shall remain available for issuance thereunder). 
 Finally, the Participant shall pay to the Company or its Affiliate
any amount of Tax Obligations that the Company or its Affiliate may be required to withhold or account for as a result of the Participant’s participation in the Program that cannot be satisfied by the means previously described. The
Participant agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section III. Notwithstanding Section II above, the Company may refuse to issue or deliver the shares or the
proceeds of the sale of shares of Common Stock if the Participant fails to comply with its obligations in connection with the Tax Obligations. 
 ARTICLE VII 
 TERMINATION OF EMPLOYMENT 
 7.1 Termination of Employment During Performance Period. 
 (a) In the event that a Participant’s
employment with the Company or an Affiliate is terminated prior to the last business day of a Performance Period by reason of such Participant’s Voluntary Retirement and such Participant is Retirement-Eligible on the date of such termination,
the full or prorated amount of such Participant’s Award, if any, applicable to such Performance Period shall be paid in accordance with the provisions of Article VI above, provided, that if (i) amounts payable under this Program are
deemed to constitute “nonqualified deferred compensation,” and (ii) a Participant is deemed to be a “specified employee” (within the meaning of Code Section 409A), then amounts payable under this Program shall not be
paid until the later of (A) the payment date described in Article VI above, or (B) the date that is six months after the date of termination (or the date on which such Participant dies, if earlier), to the extent required by Code
Section 409A. For purposes of the foregoing, the amount of the Participant’s Award (rounded down to the nearest whole number) shall be determined based on the Company’s performance as compared to the Performance Goals for such
Performance Period and (i) if the Award was granted with respect to a Performance Period commencing in a calendar year prior to the calendar year in which such Voluntary Retirement occurs, the full amount of the Award is payable, and
(ii) if the Award was granted with respect to the Performance Period commencing in the calendar year in which such Voluntary Retirement occurs, the Award otherwise payable is multiplied by a fraction (rounded to two decimal places), the
numerator of which is the number of complete months of employment during the Performance Period, and the denominator of which is twelve (12); provided 








 
however, that prior to termination of a Participant’s employment with the Company or an Affiliate, such Participant signs a general release in a form
provided by the Company. 
 (b) In the event that a Participant’s employment with the Company or an Affiliate is terminated prior to the
last business day of a Performance Period by reason of such Participant’s death or Permanent and Total Disability, the full or prorated amount of such Participant’s Award, if any, applicable to such Performance Period shall be paid in
accordance with the provisions of Article VI above, provided, that if (i) a Participant’s employment terminates due to Permanent and Total Disability, (ii) amounts payable under this Program are deemed to constitute
“nonqualified deferred compensation,” and (iii) the Participant is deemed to be a “specified employee” (within the meaning of Code Section 409A), then amounts payable under this Program shall not be paid until the later
of (A) the payment date described in Article VI above, or (B) the date that is six months after the date of termination (or the date on which such Participant dies, if earlier), to the extent required by Code Section 409A. For
purposes of the foregoing, the amount of the Participant’s Award (rounded down to the nearest whole number) shall be determined based on the Company’s performance as compared to the Performance Goals for such Performance Period and
(i) if the Award was granted with respect to a Performance Period commencing in a calendar year prior to the calendar year in which such termination occurs, the full amount of the Award is payable, and (ii) if the Award was granted with
respect to the Performance Period commencing in the calendar year in which such termination occurs, the Award otherwise payable is multiplied by a fraction (rounded to two decimal places), the numerator of which is the number of complete months of
employment during the Performance Period, and the denominator of which is twelve (12). Notwithstanding the foregoing, a Participant shall not be entitled to such full or prorated amount of such Participant’s Award unless prior to a
Participant’s termination of employment due to such Participant’s Permanent and Total Disability, such Participant signs a general release in a form provided by the Company. 
 (c) In the event that a Participant’s employment with the Company or an Affiliate is terminated prior to the last business day of a Performance
Period for any reason other than as specified in Sections 7.1(a) and (b) above, all of such Participant’s rights to an Award for such Performance Period shall be forfeited, unless the Committee approves, based upon the recommendation of
the Company’s Chief Executive Officer which are based on valid business reasons, the payment of a prorated amount of the Participant’s Award, if any, applicable to such Performance Period shall be paid in accordance with the provisions of
Article VI above. For purposes of the foregoing, the amount of the Participant’s Award (rounded down to the nearest whole number) shall be determined based on the Company’s performance as compared to the Performance Goals for such
Performance Period and the Award otherwise payable is multiplied by a fraction (rounded to two decimal places), the numerator of which is the number of complete months of employment during the Performance Period, and the denominator of which is the
number of months in the Performance Period; provided however, that prior to termination of a Participant’s employment with the Company or an Affiliate, such Participant signs a general release in a form provided by the Company. 
 7.2 Termination of Employment After End of Performance Period. In the event that a Participant’s employment with the Company or an Affiliate
is terminated on or after the last business day of the applicable Performance Period but prior to the Determination Date for any reason, the amount of any Award applicable to such Performance Period shall be paid to the Participant in accordance
with the provisions of Article VI above. 
 ARTICLE VIII 
 CHANGE OF CONTROL 
 8.1 Change of Control During Performance Period. 







 (a) Notwithstanding anything to the contrary in the Program, in the event of a Change of Control that
occurs during the first fiscal year of a Performance Period that began prior to January 1, 2008, such Performance Period shall be shortened and shall terminate as of the last business day of the last completed fiscal quarter preceding the date
of such Change of Control and each Participant employed by the Company immediately prior to such Change of Control shall be entitled to a payment equal to the amount of the Participant’s Award (rounded down to the nearest whole number) he or
she would have received for such shortened Performance Period using the assumption that the target levels with respect to the Company’s Revenue CAGR and EPS CAGR of the Performance Goals have been satisfied. Any such payment shall be made as
soon as practicable following such Change of Control (provided, that the Company may elect, in its sole discretion, to make any such payments in a manner that will not subject the payments to penalties under Code Section 409A) and, in the
Committee’s sole discretion, may be paid in cash. 
 (b) Notwithstanding anything to the contrary in the Program, in the event of a
Change of Control that occurs during the second or third fiscal year of a Performance Period that began prior to January 1, 2008, such Performance Period shall be shortened and shall terminate as of the last business day of the last completed
fiscal quarter preceding the date of such Change of Control and each Participant employed by the Company immediately prior to such Change of Control shall be entitled to a payment equal to the greater of (i) the amount of the Participant’s
Award (rounded down to the nearest whole number) he or she would have received for such shortened Performance Period using the assumption that the targets levels with respect to the Company’s Revenue CAGR and EPS CAGR of the Performance Goals
have been satisfied, or (ii) the amount of the Participant’s Award (rounded down to the nearest whole number) he or she would have been entitled to receive for such shortened Performance Period, determined based on the Company’s
performance as determined by the Amgen Revenue CAGR and Amgen EPS CAGR and comparative performance as determined by the Peer Group Revenue CAGR and Peer Group EPS CAGR (for the 2006-2008 Performance Period) or the Company’s performance as
determined by the Amgen Revenue CAGR and Amgen EPS CAGR and Total Stockholder Return (for the 2007-2009 Performance Period) for such shortened Performance Period. Any such payment shall be made as soon as practicable following such Change of Control
(provided, that the Company may elect, in its sole discretion, to make any such payments in a manner that will not subject the payments to penalties under Code Section 409A) and, in the Committee’s sole discretion, may be paid in cash.

 (c) Notwithstanding anything to the contrary in the Program, for Performance Periods beginning on or after January 1, 2008, the
Committee shall set forth the terms of any Award payable in the event of Change of Control that occurs during a Performance Period in the Performance Goals. 
 8.2 Change of Control After End of Performance Period. Notwithstanding anything to the contrary in the Program, in the event of a Change of Control that occurs after the end of the applicable Performance Period
but prior to the Determination Date, the amount of any Award applicable to such Performance Period shall be paid to the Participant in accordance with the provisions of Article VI above. 
 ARTICLE IX 
 MISCELLANEOUS 
 9.1 Plan. The Program is subject to all the provisions of the 1991 Plan and its provisions are hereby made a part of the Program, including
without limitation the provisions of Sections 7 and 10(d) thereof (relating to stock bonuses) and Section 11 thereof (relating to adjustments upon changes in the Common Stock), and is further subject to all interpretations, amendments, rules
and regulations which may from time to time be promulgated and adopted pursuant to the 1991 Plan. In the event of any conflict between the provisions of the Program and those of the 1991 Plan, the provisions of the 1991 Plan 








 
shall control. Notwithstanding any provision of the Program to the contrary, any earned Performance Units paid in cash rather than shares of Common Stock
shall not be deemed to have been issued by the Company for any purpose under the 1991 Plan. 
 9.2 Amendment and Termination.
Notwithstanding anything herein to the contrary, the Committee may, at any time, terminate, modify or suspend this Program; provided, however, that, without the prior consent of the Participants affected, no such action may adversely affect
any rights or obligations with respect to any Awards theretofore earned but unpaid for a completed Performance Period, whether or not the amounts of such Awards have been computed and whether or not such Awards are then payable. Notwithstanding the
forgoing, at any time the Committee determines that the Performance Units may be subject to Section 409A of the Code, the Committee shall have the right, in its sole discretion, and without a Participant’s prior consent to amend
the Program as it may determine is necessary or desirable either for the Performance Units to be exempt from the application of Section 409A or to satisfy the requirements of Section 409A, including by adding conditions with
respect to the vesting and/or the payment of the Performance Units, provided that no such amendment may change the Program’s “performance goals,” within the meaning of Section 162(m) of the Code, with respect to any person who is
a “covered employee,” within the meaning of Section 162(m) of the Code. 
 9.3 No Contract for Employment. Nothing
contained in this Program or in any document related to this Program or to any Award shall confer upon any Participant any right to continue as an employee or in the employ of the Company or an Affiliate or constitute any contract or agreement of
employment for a specific term or interfere in any way with the right of the Company or an Affiliate to reduce such person’s compensation, to change the position held by such person or to terminate the employment of such person, with or without
cause. 
 9.4 Nontransferability. No benefit payable under, or interest in, this Program shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable for, or subject to, debts, contracts, liabilities or
torts of any Participant or beneficiary; provided, however, that, nothing in this Section 9.4 shall prevent transfer (i) by will, or (ii) by applicable laws of descent and distribution. 
 9.5 Nature of Program. No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset of
the Company or any Affiliate by reason of any award hereunder. There shall be no funding of any benefits which may become payable hereunder. Nothing contained in this Program (or in any document related thereto), nor the creation or adoption of this
Program, nor any action taken pursuant to the provisions of this Program shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or an Affiliate and any Participant, beneficiary or other person.
To the extent that a Participant, beneficiary or other person acquires a right to receive payment with respect to an Award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company or other employing
entity, as applicable. All amounts payable under this Program shall be paid from the general assets of the Company or employing entity, as applicable, and no special or separate fund or deposit shall be established and no segregation of assets shall
be made to assure payment of such amounts. Nothing in this Program shall be deemed to give any employee any right to participate in this Program except in accordance herewith. 
 9.6 Governing Law. This Program shall be construed in accordance with the laws of the State of Delaware, without giving effect to the principles
of conflicts of law thereof.