Name, Employee ID
Work Country
NONQUALIFIED STOCK OPTION AWARD
AGREEMENT
BIOGEN IDEC INC. 2008 OMNIBUS
EQUITY PLAN
Biogen
Idec Inc. (the “Company”) hereby grants on
[ ] (the “Grant Date”) to
[
], an employee of the Company or its Affiliates (the
“Participant”) pursuant to the Biogen Idec Inc. 2008
Omnibus Equity Plan (the “Plan”) a nonqualified stock
option (this “Stock Option”). Under this Stock Option,
the Participant may purchase, in whole or in part, on the terms
herein provided, a total of [___] shares of common stock of the
Company (the “Shares”) at $[
] per Share, which is equal to the Fair Market Value of the Shares
on the date of grant of this Stock Option. The latest date on which
this Stock Option, or any part thereof, may be exercised is [
] (the “Expiration Date”). The Stock Option evidenced
by this Agreement is intended to be, and is hereby designated, a
nonqualified option, that is, an option that does not qualify as an
incentive stock option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended from time to time. All
initially capitalized terms used in this Agreement will have the
meaning specified in the Plan, unless another meaning is specified
herein.
2.
Exercisability of Stock Option
A.
The Participant shall have a nonforfeitable right to exercise a
portion of this Stock Option (such portion, the vested portion)
from and after the vesting dates described in this Section 2,
except as otherwise provided herein or determined by the Committee
in its sole discretion. No portion of this Stock Option shall
become vested on a vesting date unless the Participant is then, and
since the Grant Date has continuously been, employed by the Company
or any Affiliate. If the Participant ceases to be employed by the
Company and its Affiliates for any reason, any then outstanding and
unvested portion of the Stock Option shall be automatically and
immediately forfeited and terminated, except as otherwise provided
in this Agreement and the Plan.
B.
This Stock Option will vest and become exercisable in the following
installments:
C.
Except as otherwise provided in the Plan, upon termination of the
Participant’s employment with the Company and its Affiliates
for any reason, any portion of this Stock Option that is not then
vested will promptly terminate and the remainder of this Stock
Option will remain exercisable until the earlier of: (i) six
(6) months following the employment termination date and
(ii) the Expiration Date, except as follows:
(1)
any portion of this Stock Option held by the Participant
immediately prior to the Participant’s termination of
employment on account of death or Disability will, to the extent
not vested previously, become fully vested upon the
Participant’s death or Disability and will remain exercisable
until the earlier of (i) one (1) year following the
Participant’s death or Disability and (ii) the
Expiration Date; and
(2)
any portion of this Stock Option held by the Participant
immediately prior to the Participant’s Retirement, to the
extent not vested previously, will become fully vested for fifty
percent (50%) of the number of shares covered by such unvested
portion and for an additional ten percent (10%) of the number of
shares covered by such unvested portion for every full year of
employment by the Company and its Affiliates beyond ten
(10) years, up to the remaining amount of the unvested portion
of this Stock Option. Any portion of this Stock Option held by the
Participant immediately prior to the Participant’s Retirement
that is exercisable immediately following the Participant’s
Retirement will remain exercisable until the earlier of
(i) the third anniversary of the Participant’s
Retirement and (ii) the Expiration Date. For the avoidance of
doubt, Retirement means the Participant
