Biogen Idec Inc.
14 Cambridge Center
Cambridge, Massachusetts 02142
William H.
Rastetter, Ph.D.
C/O Biogen Idec Inc.
5200 Research Place
San Diego, California 92122
Reference is
made to the Employment Agreement (the “Employment
Agreement”) dated July 20, 2003 between you and Biogen
Idec Inc. (the “Company”). This letter (the
“Letter Agreement”) will set forth our mutual
understanding as to the rights and obligations of you and the
Company in connection with your retiring as the Executive Chairman
and Chairman of the Board of Directors of the Company, effective as
of December 30, 2005, and your resignation from the Board of
Directors of the Company and from all other positions which you
hold with the Company and its affiliates, which will also become
effective as of December 30, 2005. Capitalized terms that are
used but not defined herein shall have the meaning set forth in the
Employment Agreement
1. Retirement. Effective as of December 30, 2005,
you will no longer be serving as Executive Chairman and Chairman of
the Board of Directors of the Company. You also hereby resign from
the Board of Directors of the Company and from all other positions
which you hold with the Company and its affiliates effective as of
December 30, 2005.
2. Good
Reason. The parties hereby agree that your retirement from your
position as Executive Chairman and Chairman of the Board of
Directors of the Company constitutes a termination for “Good
Reason” for purposes of the Employment Agreement and that
December 30, 2005 will be treated as the Date of Termination
for all purposes of the Employment Agreement. The parties further
agree that as a result of the termination for Good Reason described
in the preceding sentence, you will be entitled to the payments and
benefits described in Section 5(a) of the Employment Agreement
(which total $6,000,000), provided, however, that the payments due
to you pursuant to Section 5(a) of the Employment Agreement shall
be made on December 30, 2005 and shall be paid in accordance
with the payment instructions you have delivered to the
Company.
3. Other
Payments and Benefits.
3.1 Bonus Payment. You have earned your $1 million
target annual bonus with respect to the Company’s 2005 fiscal
year, and that bonus shall also be paid on December 30, 2005
— with the funds to be deposited into your existing
Supplemental Savings Plan Account in accordance with your existing
deferral election. Such target annual bonus is in full satisfaction
of your rights to an annual bonus with respect to the
Company’s 2005 fiscal year.
(a) In accordance with the terms of the Employment
Agreement, all outstanding options to acquire Company stock shall
become fully vested and exercisable as of December 30, 2005.
In all other respects, such options shall continue to be governed
by the terms of the applicable agreements and plans, it being
understood that you are “retiring” (as such term is
defined in the Company’s 2003 Omnibus Equity Plan) for
purposes of options granted under the Company’s 2003 Omnibus
Equity Plan. A schedule of such outstanding options and the date(s)
by which they must be exercised is set forth on the attached
schedule which is incorporated herein by reference.
The
Company agrees, for your benefit, (i) to cooperate fully with
you in connection with the exercise of such options, and, after
such exercise, to cooperate fully with you in connection with the
unrestricted resale of the underlying shares after the release (the
“Release”) by the Company to the public, in accordance
with the Company’s customary past practices (which
historically have consisted of conference calls in which the public
can participate), of appropriate year-end financial information as
at and for the year ended December 31, 2005; (ii) to use
commercially reasonable best efforts to effect such Release to the
public no later than February 28, 2006; and (iii) until
all o
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