exv10w52



 






Exhibit 10.52




THIRD AMENDMENT TO THE

AMGEN INC.

CHANGE OF CONTROL SEVERANCE PLAN




     The Amgen Inc. Change of Control Severance Plan (the “Plan”) is hereby amended,
effective as of January 1, 2004, unless otherwise provided herein, as follows:




	 	1.  	Section 1(M) shall be amended and restated in its entirety as follows:
	 
	 	   	“ (M) “Group I Participants” shall mean those senior executive-level staff members of the
Company, Amgen USA Inc., and Amgen Worldwide Services, Inc., and effective on July 16,
2004, Immunex Corporation, Immunex Manufacturing Corporation and Immunex Rhode Island
Corporation, whom the Company has designated as members of the Amgen Executive Committee,
as such committee shall be constituted immediately prior to a Change of Control. At or
before the occurrence of a Change of Control, the Company shall notify the Group I
Participants in writing of their status as Participants in the Plan.”
	 
	 	2.  	Section 1(N) shall be amended and restated in its entirety as follows:
	 
	 	   	“(N) “Group II Participants” shall mean those management-level staff members of the
Company, Amgen USA Inc., and Amgen Worldwide Services, Inc., and effective on July 16,
2004, Immunex Corporation, Immunex Manufacturing Corporation and Immunex Rhode Island
Corporation, at the level of Director or equivalent and above (i.e., those employees of
the Company or of Amgen USA Inc. whose positions have been designated as Salary Grade 32
or Salary Grade EL4 and above) and who are not Group I Participants, as such group shall
be constituted immediately prior to a Change of Control. At or before the occurrence of a
Change of Control, the

Company shall notify the Group II Participants in writing of their status as Participants
in the Plan.”
	 
	 	3.  	Section 1(O) shall be amended and restated in its entirety as follows:
	 
	 	   	“(O) “Group III Participants” shall mean those management-level staff members of the
Company, Amgen USA Inc., and Amgen Worldwide Services, Inc., and effective on July 16,
2004, Immunex Corporation, Immunex Manufacturing Corporation and Immunex Rhode Island
Corporation, at the level of Associate Director or equivalent (i.e., those employees of
the Company or of Amgen USA Inc. whose positions have been designated as Salary Grade 30
or Salary Grade EL2 or Salary Grade EL3), as such group shall be constituted immediately
prior to a Change of Control. At or before the occurrence of a Change of Control, the
Company shall notify the Group III Participants in writing of their status as
Participants in the Plan.”




 









 






	 	4.  	Subsection 4.1(A)(II) shall be amended and restated in its entirety as follows (the
entire Section 4.1 (A) is included to provide context for the amendment to subsection
(II)):
	 
	 	   	“4.1 Termination After Change of Control. If a Participant’s employment is
terminated during a Change of Control Period (a) by the Company other than for Cause
or Disability, or (b) by the Participant for Good Reason, the Company shall pay the
Participant the amounts, and provide the Participant with the benefits, described in
this Section 4.1:






     (A) In lieu of any further salary payments to the Participants for periods
subsequent to the Date of Termination and in lieu of any severance benefit otherwise
payable to the Participant (other than accrued vacation and similar benefits otherwise
payable upon termination of employment pursuant to Company policies and programs), the
Company shall pay to the Participant a lump sum cash payment (the “Cash Severance
Payment”) in an amount equal to the excess, if any, of




(I) the product of (x) the Participant’s Benefits Multiple, and (y) the sum of (i)
the Participant’s annual base salary in effect immediately prior to the Date of
Termination or, if higher, as in effect immediately prior to the Change of Control,
plus, (ii) the Participant’s targeted annual bonus for the year in which such Date of
Termination occurs, or, if higher, the Participant’s average annual bonus for the
three (3) years immediately prior to the Change of Control; over




(II) the aggregate value of the acceleration of vesting or exercisability of any
unvested stock options held by the Participant under any of the Company’s equity
based plans as a result of or in connection with the Change of Control as such value
is determined by the Accountants (as defined below) in accordance with the principles
of Sections 280G(d)(3) and 280G(d)(4) of the Code and Question and Answer 24 of
Proposed Treasury Regulation Section 1.280G-1 or any successor section of any
successor regulation or statute; provided however, that any stock or cash awarded to
a Participant under the Performance Award Program under the Amgen Inc. Amended and
Restated Equity Incentive Plan shall not be included in this calculation.”





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     To record this Third Amendment to the Plan as set forth herein, the Company has caused its Authorized
officer to execute this document this 9th day of June, 2004.



	 	 	 	 	 
	 	AMGEN INC.

 	 
	 	By:  	/s/ Brian McNamee
 	 
	 	Title: Senior Vice president, Human Resources