exv10w2






Exhibit 10.2




MARKET STOCK UNIT AWARD AGREEMENT




GRANTED UNDER



BIOGEN IDEC INC. 2008 OMNIBUS EQUITY PLAN



1. Grant of Market Stock Units




     Biogen Idec Inc. (the “Company”) hereby grants on Grant Date (the “Grant Date”) to
Participant Name, an employee of the Company or its Affiliates (the “Participant”) pursuant
to the Biogen Idec Inc. 2008 Omnibus Equity Plan (the “Plan”) Number Granted market stock
units (the “Granted MSUs” or the “Award”), subject to the terms and conditions of this award
agreement (“Agreement”) and the Plan. No MSU shall be paid unless vested in accordance with this
Agreement. The Participant’s rights to the MSUs 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.



2. Vesting





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 eligible to vest 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. (i) MSUs will become eligible to vest in the following installments (the “Vesting
Period”) and each such date below (a “Vesting Date”):




One-fourth of the MSUs shall become eligible to vest on 1st Vesting
Date;




an additional one-fourth of the MSUs shall become eligible to vest on
2nd Vesting Date;




an additional one-fourth of the MSUs shall become eligible to vest on 3rd
Vesting Date; and




an additional one-fourth of the MSUs shall become eligible to vest on 4th
Vesting Date.




     (ii) On each Vesting Date, the number of MSUs that become eligible to vest on such
Vesting Date will vest based upon the change in the Biogen Idec share price between the
Vesting Date and the Grant Date. The calculation of the number of MSUs that will vest is
specified in the Year Long-Term Incentive Program Overview for Executives (“LTI
Overview”) which is incorporated in this document by reference. In the event and to the
extent that a number of the MSUs then eligible to vest do not vest on the applicable Vesting
Date in accordance with this Agreement and the LTI Overview, such MSUs shall be immediately
forfeited. In the event that the threshold is not met based on the calculation described in
the LTI Overview, any MSUs then eligible to vest shall not vest and shall be immediately
forfeited. In the event and to the extent that the target is exceeded based on the
calculation described in the LTI Overview, an additional number of MSUs will vest. In no
event shall the number of MSUs that vest on the applicable Vesting Date exceed 150% of the
MSUs that became eligible to vest on such Vesting Date.




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 immediately 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 eligible to vest as of the date of such
termination of employment, and such MSUs then eligible to vest will vest in
accordance with Section 2.B.(ii) with the date of the termination of employment
serving as the applicable Vesting Date; 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 remain
outstanding and will become eligible to vest over the remainder of the Vesting
Period as set forth in Section 2.B.(i) without regard to



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the service requirement specified in Section 2.A., for fifty percent (50%) of the
number of MSUs covered by such unvested portion and for an additional ten percent
(10%) of the number of MSUs 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 MSUs, and such MSUs that become eligible to vest
will vest in accordance with Section 2.B.(ii). 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.



3. Delivery of Award





A. With respect to a Participant who is not eligible for Retirement, within 30 days
following the date on which an MSU becomes vested, the Company shall issue to the
Participant, subject to applicable withholding as discussed in Section 7 of this Agreement,
one share of common stock of the Company (“Common Stock”) in satisfaction of each vested
MSU.




B. With respect to a Participant who is or becomes eligible for Retirement at any time
during the Vesting Period, the Company shall issue to the Participant, subject to applicable
withholding as described in Section 7 of this Agreement, one share of Common Stock for each
vested MSU (determined in accordance with Section 2 of this Agreement and Section 10 of the
Plan) within 30 days of the earliest of (i) the date the MSU otherwise would have vested
under Sections 2.B. and 2.C. of this Agreement or (ii) the date on which a Covered
Transaction that satisfies the definition of a “change in control event” under Section 409A
occurs.




C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the
earlier of (i) the date which is six (6) months after you separate from service (within the
meaning of Section 409A) or (ii) your date of death or Disability. The preceding sentence
will not apply to any payments that are exempt from or are not subject to the requirements
of Section 409A. For avoidance of doubt, if payments would be made under Section 3.B.(i) or
Section 3.B.(ii) before the six month payment date on account of other than your separation
from service, such payment will be made under Section 3.B.(i) or Section 3.B.(ii) as
applicable.



4. Cancellation and Rescission of Awards




     The Committee may cancel, rescind, withhold or otherwise limit or restrict this Award prior to
payment at any time if the Participant is not in compliance with all applicable provisions of this
Agreement and the Plan, or if the Participant engages in any Detrimental Activity.



5. No Voting, Dividend or Other Rights as a Stockholder




     The Participant shall not have any rights as a stockholder with respect to any shares of
Common Stock to be issued under this Award until he or she becomes the holder of such shares.
Accordingly, the Award shall not be interpreted to bestow upon the Participant any equity interest
or ownership in the Company or any Affiliate prior to the date on which the Company delivers to the
Participant shares of Common Stock. Furthermore, the Participant is not entitled to vote any
Common Stock by reason of the granting of this Award or to receive or be credited with any
dividends declared and payable on any share of Common Stock underlying this Award prior to the
payment date with respect to such share.



6. Unfunded Status




     The obligations of the Company and its Affiliates hereunder shall be contractual only. The
Participant shall rely solely on the unsecured promise of the Company and nothing herein shall be
construed to give the Participant or any other person or persons any right, title, interest or
claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned
by the Company or any Affiliate.



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7. Withholding




     Awards will be subject to income tax withholding and reporting as required under local law.
If statutory withholding of taxes and/or social insurance is required at the time of vesting, the
Company will withhold from delivery to the Participant a number of shares of Common Stock equal in
value to the statutory minimum amount required to be withheld. A similar amount of cash will be
paid by the Company on behalf of the employee to the applicable tax authorities. The number of
shares to be withheld will be calculated using the closing sales price of a share of Common Stock
on the Vesting Date. Shares (net of the number withheld for the payment of withholding taxes, if
applicable) will be delivered to the Participant’s stock plan account upon vesting in accordance
with the Plan. The Company may, in its discretion, permit Participants to make alternative
arrangements for payment of any such taxes and/or social insurance.



     In certain cases, local law may require that an award be subject to tax earlier than the date
of payment. If that occurs, the Company will notify the Participant and will deduct the required
tax amount from the Participant’s pay in accordance with applicable law.



8. Provisions of the Plan




     This Award is subject to the provisions of the Plan, which are incorporated herein by
reference, and in the event of any inconsistency or conflict between the provisions of this
Agreement and the Plan, the provisions of the Plan shall control. A copy of the Plan as in effect
on the Grant Date has been made available to the Participant.



9. No Right to Employment




     The grant of this Award shall not constitute a contract of employment or confer upon the
Participant any right with respect to the continuance of his/her employment by or other service
with the Company or any Affiliate, nor shall it or they be construed as affecting the rights of the
Company (or Affiliate) to terminate the service of the Participant at any time or otherwise change
the terms of such service, including, without limitation, the right to promote, demote or otherwise
re-assign the Participant from one position to another within the Company or any Affiliate.



10. Governing Law




     The provisions of this Award shall be governed by and interpreted in accordance with the laws
of the State of Delaware.


IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized
officer.




	 	 	 	 	 
	 	Biogen Idec Inc.

 	 
	 	By  	Craig E. Schneier, Ph.D.
 	 
	 	 	EVP, Human Resources, Public Affairs & Communications 	 
	 	 	 	 


Dated:                               




	 	 	 	 	 
	 	Participant

 	 
	 	
 	 


Dated:                               




BY ACCEPTING THIS AWARD OR ANY BENEFIT HEREUNDER, THE PARTICIPANT CONSENTS

TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT AND IN THE PLAN.





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