Severance Plan for U.S. Senior
Vice Presidents
As a Senior
Vice President, you are entitled to severance benefits in the event
your employment is terminated by Biogen Idec other than For Cause
or for reason of death or Disability (as these terms are defined in
the Biogen Idec 2008 Omnibus Equity Plan).
Your severance
benefits are comprised of (i) a lump sum payment (as
calculated below), (ii) upon completion of the appropriate
forms, continuation of your participation in Biogen Idec’s
group medical and dental insurance plans, to the same extent
permitted by COBRA and to the same extent such insurance is then
provided to regular employees of Biogen Idec, including payment by
you of a portion of the insurance premiums (i.e., the
“Insurance Benefit”) and (iii) the reasonable cost
of up to nine months of executive-level outplacement services from
a recognized provider of such services, at the expense of Biogen
Idec (upon receipt of appropriate documentation).
The lump sum
severance payment is calculated as follows:
[9 + (A x 2)] x B = lump sum
payment
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where:
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A
is the number of full years of service with Biogen Idec (but A x 2
may not exceed 9), and B is the monthly equivalent of your target
annual cash compensation at the time of your termination (i.e.,
one-twelfth of the sum of your then annual base salary plus target
annual bonus).
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The following
are examples of how the lump sum payment and Insurance Benefit
Period are determined:
If your
employment with Biogen Idec is terminated after 10 months of
employment, you will receive a lump sum payment equal to nine
months of your target annual cash compensation and continue to
participate in Biogen Idec’s group medical and dental plans
for nine months, unless you become eligible to participate in
another employer’s medical and dental plans before that date.
COBRA continuation of medical and dental benefits is available, at
your own expense, for an additional nine months after this
nine-month Insurance Benefit Period.
If your
employment with Biogen Idec is terminated after five years, you
will receive a lump sum payment equal to 18 months [9+9] of
your target annual cash compensation and continue to participate in
Biogen Idec’s group medical and dental plans for
18 months, unless you become eligible to participate in
another employer’s medical and dental plans before that
date.
If at any time
within two years following a Corporate Transaction or Corporate
Change in Control (as these terms are defined in Biogen
Idec’s 2008 Omnibus Equity Plan) your employment is
terminated by Biogen Idec or the succeeding corporate entity, other
than For Cause or for reason of death or Disability (as these terms
are defined in Biogen Idec’s 2008 Omnibus Equity Plan), or
you experience an Involuntary Employment Action (defined below) and
as a result you terminate your employment with Biogen Idec or the
succeeding corporate entity, then, regardless of the length of your
service with Biogen Idec and the succeeding corporate entity, and
in lieu of the formula set forth above, you will receive a lump sum
payment equivalent to 18 months of your target annual cash
compensation at the time of your termination or at the time of a
Corporate Transaction or Corporate Change in Control, whichever is
higher. In addition, you will be entitled to continue participating
in Biogen Idec’s group medical and dental plans for
18 months, unless you become eligible to participate in
another employer’s medical and dental plans before that date.
The term “Involuntary Employment Action” shall have the
definition set forth in Biogen Idec’s 2008 Omnibus Equity
Plan, provided, however, that the term “Corporate
Transaction” used in that definition shall be deemed to mean
either a Corporate Transaction or Change in Control, as the case
may be, and provided also that prior to your termination of
employment you have notified the Chief Legal Counsel or the Head of
Human Resources of Biogen Idec in writing of the basis for your
Involuntary Employment Action, you have given such notice within
one year of the circumstances giving rise to your Involuntary
Employment Action and Biogen Idec does not cure such circumstances
within 30 days after the date of your notice.
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Effective
October 13, 2008
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Page 1 of 5
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Severance Plan for U.S. Senior
Vice Presidents
Payment and
provision of all the benefits provided under this arrangement are
conditioned on your execution and delivery of all necessary forms
and an irrevocable general release in favor of Biogen Idec, in form
and substance reasonably acceptable to Biogen Idec, with respect to
any and all claims relating to your employment and the termination
of your employment with Biogen Idec. If you retire or voluntarily
terminate your employment with Biogen Idec, or Biogen Idec
terminates your employment For Cause or for reason of death or
Disability (as these terms are defined in Biogen Idec’s 2008
Omnibus Equity Plan), or you do not provide the requisite general
release, you will not be eligible to receive the severance benefits
described above.
If all other
conditions of this arrangement are met, a lump sum payment (less
applicable taxes and other mandatory deductions as required by law)
will be paid to you following the termination of your employment,
no later than the first to occur of: a) 90 days following your
termination of your employment with Biogen Idec and b)
March 15 of the year following the calendar year in which
termination of employment occurs, unless you are a “specified
employee” as defined in Section 409A of the Internal
Revenue Code of 1986, as amended (i.e.,
“Section 409A”). (If all preconditions to payment,
including the delivery of an irrevocable general release, are not
satisfied prior to the earlier of these two dates, payment to you
may be delayed and you may incur additional tax liabilities under
Section 409A.) If you are a “specified employee”,
to the extent required by Section 409A, payment will not be
made to you before the date which is six months after you
“separate from service” (or, if earlier, your date of
death or Disability) unless the payment qualifies as excepted
welfare benefits under Section 409A, does not constitute a
“deferral of compensation” under Section 409A or
is otherwise not subject to the requirements of
Section 409A.
The Insurance
Benefit will continue until the earlier of (i) the date you
become eligible to participate in the medical and dental insurance
plan of another employer or (ii) the date that is [9 + (A x
2)] months, but not more than 18 months (or 18 months in
the case of a Corporate Transaction or Change in Control),
following the termination of your employment with Biogen Idec (the
“Insurance Benefit Period”). You will have the right,
at your own expense, to continue your participation in Biogen
Idec’s group medical and dental insurance plans at the
expiration of the Insurance Benefit Period, pursuant to the
provisions of COBRA, but only for an 18-month period that will be
deemed to have commenced at the start of your severance.
Biogen Idec
shall administer and shall have the discretionary authority to
adopt rules for the management and operation of this arrangement,
to interpret the provisions of the arrangement and to
con
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