Second Amendment to Amgen Inc. Executive Incentive Plan (Effective January 1, 2017)

Summary

This amendment updates Amgen Inc.'s Executive Incentive Plan, effective January 1, 2017. It clarifies that participants must be employed by Amgen on the last day of a performance period to receive an award, but allows the Compensation Committee discretion to grant awards to those who retire, leave, or pass away during the period, provided certain conditions are met. The amendment was executed by Amgen's Senior Vice President of Human Resources.

EX-10.16 2 amgn-ex1016_2017033110q.htm SECOND AMENDMENT TO THE EXECUTIVE INCENTIVE PLAN Exhibit

Exhibit 10.16

SECOND AMENDMENT TO THE

AMGEN INC. EXECUTIVE INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

The Amgen Inc. Executive Incentive Plan (As Amended and Restated, Effective January 1, 2009) (the “Plan”) is hereby amended, effective January 1, 2017, as follows:

The fourth paragraph of Section VI (DETERMINATION OF AMOUNTS OF AWARDS) shall be deleted and replaced with the following paragraph:

The payment of an award to a Participant with respect to a performance period shall be conditioned upon the Participant's employment by Amgen on the last day of the performance period; provided, however, that in the discretion of the Compensation Committee, awards may be paid to Participants who have retired or whose employment has terminated after the beginning and before the last day of the period for which an award is made, subject to the Participant’s timely execution and non-revocation of a general release and waiver in favor of the Company, its affiliates and related parties in a form provided by the Company. Notwithstanding the foregoing, in the discretion of the Compensation Committee, awards may also be paid to Participants to the designee or estate of a Participant who died after the beginning and before the last day of the period for which an award is made.

To record this Second Amendment to the Plan as set forth herein, effective January 1, 2017, Amgen Inc. has caused its authorized officer to execute this document this 14^th day of March, 2017.

AMGEN INC.

By: /s/ Lori A. Johnston

Lori A. Johnston

Senior Vice President,

Human Resources