Name, Employee ID
Work Country
RESTRICTED STOCK UNIT AWARD
AGREEMENT
BIOGEN IDEC INC. 2008 OMNIBUS
EQUITY PLAN
1. Grant of
Restricted Stock Units
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”) (
) restricted stock units (the “RSUs” or the
“Award”), subject to the terms and conditions of this
award agreement (“Agreement”) and the Plan. No RSU
shall be paid unless vested in accordance with this Agreement. The
Participant’s rights to the RSUs granted pursuant to this
Agreement are subject to the restrictions described in this
Agreement and the Plan, in addition to such other restrictions, if
any, as may be imposed by law. All initially capitalized terms used
will have the meaning specified in the Plan, unless another meaning
is specified in this Agreement.
A. The
Participant shall have a nonforfeitable right to a portion of this
Award (such portion, the vested portion) only upon the dates
described in this Section 2, except as otherwise provided
herein or determined by the Committee in its sole discretion. No
portion of any Award shall become vested on the 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 Award
shall be automatically and immediately forfeited and terminated,
except as otherwise provided in this Agreement and the
Plan.
B. This Award
will become vested in the following installments (the
“Vesting Period”):
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 Award that is not then vested
will promptly terminate, except as follows:
(1) any portion of
this Award 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
(2) any portion of
this Award 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 Award. For the
avoidance of doubt, Retirement means the Participant’s
termination from the Company and its Affiliates after reaching age
55 with ten (10) full years of service with the Company or its
Affiliates, but not including any termination For Cause or any
termination for insufficient performance, as determined by the
Company and its Affiliates.
D.
Notwithstanding anything herein to the contrary, any portion of
this Award held by a Participant or a Participant’s permitted
transferee immediately prior to the cessation of the
Participant’s employment For Cause shall terminate at the
commencement of business on the date of such
termination.
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