exv10w1






Exhibit 10.1




CASH-SETTLED PERFORMANCE SHARES AWARD AGREEMENT




GRANTED UNDER



BIOGEN IDEC INC. 2008 OMNIBUS EQUITY PLAN



1. Grant of Cash-Settled Performance Shares




     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 cash-settled
performance shares (the “Granted CSPSs” or the “Award”), subject to the terms and conditions of
this award agreement (“Agreement”) and the Plan. No CSPSs shall be paid unless vested in
accordance with this Agreement. The Participant’s rights to the CSPSs 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 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 eligible to vest upon achievement of the Year CSPS revenue
and earnings per share goals (“Performance Goals”), as adopted by the Compensation and
Management Development Committee (the “CMDC”) on Date. The Performance Goals are
specified in the Year Long-Term Incentive Program Overview for Executives (“LTI
Overview”) which is incorporated in this document by reference. CSPSs that become eligible
to vest are referred to as the “Eligible CSPSs.” In the event and to the extent that the
Performance Goals are not satisfied, such Granted CSPSs shall not become eligible to vest
and shall be immediately forfeited. As specified in the Performance Goals, in the event and
to the extent that the Performance Goals are exceeded, an additional number of CSPSs will
become eligible to vest. In no event shall the number of Eligible CSPSs exceed 200% of the
number of Granted CSPSs. Eligible CSPSs will become vested in the following installments
(the “Vesting Period”):




One-third of the Eligible CSPSs shall vest on the later of one year from the Grant
Date or the date of CMDC determination of the degree to which the performance
criteria set forth above have been satisfied;




an additional one-third of the Eligible CSPSs shall vest on 2nd Vesting
Date; and




an additional one-third of the Eligible CSPSs shall vest on 3rd 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 fully vested upon the later of the date of
death or Disability or determination of the Eligible CSPSs based on the performance
criteria set forth above and CMDC approval, even if such determination occurs
following the date of 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 upon the later of the date of Retirement or determination of the Eligible
CSPSs based on the performance criteria set forth above and CMDC approval for fifty
percent (50%) of the number of Eligible CSPSs covered by such unvested portion and
for an additional ten percent (10%) of the number of Eligible CSPSs covered by such
unvested portion for every full year of employment by the Company and its



- Page 1 -









 






Affiliates beyond ten (10) years, up to the remaining amount of the unvested
Eligible CSPSs 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.



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 Eligible CSPS becomes vested, the Company shall pay to the
Participant, subject to applicable withholding as discussed in Section 7 of this Agreement,
the cash value of one share of common stock of the Company (“Common Stock”) in satisfaction
of each vested CSPS. For purposes of this Agreement, the cash value of a share of Common
Stock (“Cash Value”) will be determined in accordance with the LTI Overview.




B. With respect to a Participant who is or becomes eligible for Retirement at any time
during the Vesting Period, the Company shall pay to the Participant, subject to applicable
withholding as described in Section 7 of this Agreement, the Cash Value for each vested CSPS
(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 Eligible CSPS otherwise would have vested
under Section 2.B. of this Agreement, (ii) the date on which the Participant experiences a
separation from service (within the meaning of Section 409A), subject to Section 3.C. of
this Agreement or (iii) 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.(iii) 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.(iii) 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 that are used to calculate the Cash Value to be delivered to the Participant in
satisfaction of any vested CSPSs or with respect to any other aspect of the Award. Accordingly,
the Award shall not be interpreted to bestow upon the Participant any equity interest or ownership
in the Company or any Affiliate. Furthermore, the Participant is not entitled to vote any Common
Stock or to receive or be credited with any dividends declared and payable on any share of Common
Stock by reason of the granting of this Award.



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.



- Page 2 -









 





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 an amount of cash equal to the amount so
required to be withheld.



     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.





- Page 3 -