exv10w3






Exhibit 10.3




BIOGEN IDEC INC.

2006 NON-EMPLOYEE DIRECTORS EQUITY PLAN

(Approved by stockholders on May 25, 2006; as amended through April 14, 2010)



1. Purpose; Establishment.




     The Biogen Idec Inc. 2006 Non-Employee Directors Equity Plan is intended to encourage
ownership of shares of Common Stock by Non-Employee Directors of the Company and its Affiliates,
and to provide an additional incentive to those directors to promote the success of the Company and
its Affiliates. The Plan has been adopted and approved by the Board of Directors, subject to the
approval of the stockholders of the Company, and shall become effective as of the Effective Date.


2. Definitions.




     As used in the Plan, the following definitions apply to the terms indicated below:




     (a) “Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the
Exchange Act.




     (b) “Agreement” shall mean either the written agreement between the Company and a
Participant or a written notice from the Company to a Participant evidencing an Award.




     (c) “Award” shall mean any Option, Restricted Stock, Restricted Stock Unit, Dividend
Equivalent Rights, Stock Appreciation Right or Other Award granted pursuant to the terms of the
Plan.




     (d) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange
Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with
respect to which such Person has properly filed an effective Schedule 13G.




     (e) “Board of Directors” or “Board” shall mean the Board of Directors of the Company.




     (f) “Certificate” shall mean either a physical paper stock certificate or electronic book
entry or other electronic form of account entry evidencing the ownership of shares of Restricted
Stock or shares of Common Stock acquired upon exercise, vesting or settlement, as the case may
be, of Awards other than Restricted Stock.




     (g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any regulations promulgated thereunder.




     (h) “Committee” means the committee appointed to administer the Plan pursuant to Section 3.




     (i) “Company” shall mean Biogen Idec Inc., a Delaware corporation.




     (j) “Common Stock” shall mean the common stock of the Company, par value $0.0005 per share.




     (k) A “Corporate Change in Control” shall be deemed to have occurred upon the first of the
following events:




     (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company (not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its subsidiaries) representing 50% or more
of the combined voting power of the Company’s then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection with a transaction which is a merger
or consolidation; or




     (ii) the election to the Board of Directors, without the recommendation or approval of a
majority of the incumbent Board of Directors (as of the Effective Date), of directors
constituting a majority of the number of directors of the Company then in office, provided,
however, that directors whose election following the Effective Date is approved by a majority
of the members of the incumbent Board of Directors shall be deemed to be members of the
incumbent Board of Directors for purposes hereof, provided further that



 









 







directors whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of directors of the Company will not be
considered as members of the incumbent Board of Directors for purposes of this paragraph
(ii).




     (l) A “Corporate Transaction” shall be deemed to have occurred upon the first of the
following:




     (i) there is consummated a merger or consolidation of the Company, or any direct or
indirect subsidiary of the Company, with any other company other than: (A) a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving or parent entity) at least 50% of the
combined voting power of the voting securities of the Company or such surviving or parent
entity outstanding immediately after such merger or consolidation, unless following such
merger or consolidation the voting securities of the Company outstanding immediately prior
thereto represent less than 60% of the combined voting power of the voting securities of the
Company or such surviving or parent entity outstanding immediately after such merger or
consolidation and the transaction results in those persons who are members of the incumbent
Board of Directors immediately prior to such merger or consolidation constituting less than
50% of the membership of the Board of Directors or the board of directors of such surviving
or parent entity immediately after, or subsequently at any time as contemplated by such
merger or consolidation (in which case the transaction shall be a Corporate Transaction), or
(B) a merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities Beneficially Owned
by such Person any securities acquired directly from the Company or its subsidiaries)
representing 30% or more of the combined voting power of the Company’s then outstanding
securities; or




     (ii) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company, or there is consummated an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets, other than a sale or
disposition by the Company of all or substantially all of the Company’s assets to an entity,
at least 50% of the combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their ownership of the
Company immediately prior to such sale.




     (m) A “Disability” shall exist for purposes of the Plan if a Participant is entitled to
receive benefits under the applicable long-term disability program of the Company or an Affiliate
of the Company, or, if no such program is in effect with respect to such Participant, if the
Participant has become totally and permanently disabled within the meaning of Section 22(e)(3) of
the Code.




     (n) “Dividend Equivalent Rights” shall mean a right, granted in connection with an Award, to
receive dividends (which may or may not be made subject to restrictions or forfeiture conditions,
as determined by the Committee) upon the payment of a dividend with respect to the Common Stock
underlying the Award, which dividends will be held in escrow until all restrictions or conditions
to the vesting of the Common Stock underlying the Award have lapsed. Any escrowed dividends may,
in the Committee’s discretion, be reinvested or deemed reinvested in Common Stock as of the
dividend payment date.




     (o) “Effective Date” shall mean the date that the Company’s stockholders approve the Plan
in accordance with Section 20 hereof.




     (p) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.




     (q) “Fair Market Value” of the Common Stock shall be calculated as follows: (i) if the
Common Stock is listed on a national securities exchange and sale prices are regularly reported
for the Common Stock, then the Fair Market Value shall be the closing selling price for the
Common Stock reported on the applicable composite tape or other comparable reporting system on
the applicable date, or if the applicable date is not a trading day, on the most recent trading
day immediately prior to the applicable date; or (ii) if closing selling prices are not
regularly reported for the Common Stock as described in clause (i) above, but bid and asked
prices for the Common Stock are regularly reported, then the Fair Market Value shall be the
arithmetic mean between the



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closing or last bid and asked prices for the Common Stock on the applicable date or, if the
applicable date is not a trading day, on the most recent trading day immediately prior to the
applicable date; or (iii) if prices are not regularly reported for the Common Stock as described
in clauses (i) or (ii) above, then the Fair Market Value shall be such value as the Committee in
good faith determines.




     (r) “For Cause” shall mean any act of: (i) fraud or intentional misrepresentation, or (ii)
embezzlement, misappropriation or conversion of assets or opportunities of the Company or any
Affiliate. The determination of the Committee as to the existence of circumstances warranting a
termination For Cause shall be conclusive.




     (s) “Non-Employee Director” has the meaning set forth in Section 5.




     (t) “Nonqualified Stock Option” shall mean an Option that is not an “incentive stock
option” within the meaning of Section 422 of the Code, or any successor provision.




     (u) “Option” shall mean an option to purchase shares of Common Stock granted pursuant to
Section 7.




     (v) “Other Award” shall mean an Award granted pursuant to Section 10.




     (w) “Participant” shall mean a Non-Employee Director to whom an Award is granted pursuant
to the Plan.




     (x) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include:
(i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities
under an employee benefits plan of the Company or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities or (iv) a corporation
or other business entity owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.




     (y) “Restricted Stock” shall mean a share of Common Stock which is granted pursuant to the
terms of Section 8 and which may not be in any manner transferred or disposed of (such
restrictions being known as the “Transfer Restrictions”) prior to the applicable Vesting Date.




     (z) “Restricted Stock Unit” means a unit granted pursuant to Section 8 that represents the
right to receive the Fair Market Value of one share of Common Stock, which is payable in cash or
Common Stock, as specified in the applicable Agreement, and which may or may not be subject to
forfeiture restrictions.




     (aa) “Retirement” as to any Participant shall mean such person’s leaving the Board under
the following circumstances: (i) as of the annual stockholders meeting that occurs in the year
in which the Participant reaches age 75, or (ii) upon the completion of such person’s current
term provided he or she has provided the Board with at least six months prior written notice of
retirement, but not including a Participant’s termination For Cause, as determined by the
Committee. Notwithstanding the foregoing, a Participant elected to the Board other than at an
annual stockholders meeting shall not be eligible for Retirement pursuant to clause (ii) of this
Section 2(aa) until the completion of a term for which such Participant is elected to serve by
the stockholders at an annual stockholders meeting.




     (bb) “Rule 16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act, as amended from
time to time.




     (cc) “Stock Appreciation Right” shall mean the right to receive an amount equal to the
excess of the Fair Market Value of a share of Common Stock (as determined on the date of
exercise) over: (i) if the Stock Appreciation Right is not related to an Option, the purchase
price of a share of Common Stock on the date the Stock Appreciation Right was granted, or (ii)
if the Stock Appreciation Right is related to an Option, the purchase price of a share of Common
Stock specified in the related Option, and pursuant to such further terms and conditions as are
provided under Section 9.




     (dd) “Transaction” has the meaning set forth in Section 4(c).



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     (ee) “Vesting Date” shall mean the date established by the Committee on which an Award
shall vest.


3. Administration of the Plan.




     The Plan shall be administered by the Board of Directors, or by a committee of the Board which
shall consist of two or more persons each of whom, unless otherwise determined by the Board, is (a)
a “non-employee director” within the meaning of Rule 16b-3 and (b) an “independent director” as
defined in Nasdaq Stock Market Rules. References in the Plan to the “Committee” shall mean
the Board or any such committee. The Committee shall have the authority in its sole and absolute
discretion, subject to and not inconsistent with the express provisions of the Plan, to administer
the Plan and to exercise all the powers and authorities either specifically granted to it under the
Plan or necessary or advisable in the administration of the Plan, including, without limitation:
(1) the authority to grant Awards, (2) to determine the type and number of Awards to be granted,
the number of shares of Common Stock to which an Award may relate and the terms, conditions and
restrictions relating to any Award, (3) to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered, (4) to
construe and interpret the Plan and any Award, (5) to prescribe, amend and rescind rules and
regulations relating to the Plan, (6) to determine the terms and provisions of Agreements, and (7)
to make all other determinations deemed necessary or advisable for the administration of the Plan.



     The Committee may, in its sole and absolute discretion, without amendment to the Plan, waive
or amend the operation of Plan provisions respecting exercise after termination of Board service
and, except as otherwise provided herein, adjust any of the terms of any Award. The Committee may
also (a) accelerate the date on which any Award granted under the Plan becomes exercisable or (b)
accelerate the Vesting Date or waive or adjust any condition imposed hereunder with respect to the
vesting or exercisability of an Award, provided that the Committee determines that such
acceleration, waiver or other adjustment is necessary or desirable in light of extraordinary
circumstances. Notwithstanding the foregoing, no Award outstanding under the Plan may be repriced,
regranted through cancellation or otherwise amended to reduce the exercise price applicable thereto
(other than with respect to adjustments made in connection with a Transaction or other change in
the Company’s capitalization) without the approval of the Company’s stockholders. In addition, no
Award shall provide a “reload” feature pursuant to which the Participant would receive an automatic
grant of additional Awards to replace the shares of Common Stock surrendered to exercise an Award,
and no Option shall be exercisable prior to the applicable Vesting Date for shares of Common Stock
subject to repurchase by the Company, upon a termination of Board service prior to such Vesting
Date, for the exercise price paid by the Participant.


4. Stock Subject to the Plan.




     (a) Shares Available for Awards. Subject to the provisions of Sections 4(c) and 4(d) hereof,
the maximum number of shares of Common Stock reserved for issuance under the Plan shall be 850,000
shares. Such shares may be authorized but unissued Common Stock or authorized and issued Common
Stock held in the Company’s treasury. The grant of any Award other than an Option or a Stock
Appreciation Right shall, for purposes of this Section 4(a), reduce the number of shares of Common
Stock available for issuance under the Plan by one and one-half (1.5) shares of Common Stock for
each such share actually subject to the Award. The grant of an Option or a Stock Appreciation Right
shall be deemed, for purposes of this Section 4(a), as an Award of one share of Common Stock for
each such share actually subject to the Award.



     (b) Adjustment for Change in Capitalization. In the event that any dividend or other
distribution is declared (whether in the form of cash, Common Stock, or other property), or there
occurs any recapitalization, reclassification, stock split, reverse stock split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar
corporate transaction or event, then, unless otherwise determined by the Committee in its sole and
absolute discretion with respect to dividends or distributions of cash or other non-stock property,
(1) the number and kind of shares of stock which may thereafter be issued in connection with
Awards, (2) the number and kind of shares of stock or other property issued or issuable in
connection with outstanding Awards, (3) the exercise price, grant price or purchase price relating
to any outstanding Awards, and (4) the limits on Awards under Section 6(b) shall be equitably
adjusted as necessary to prevent the dilution or enlargement of the rights of Participants.



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     (c) Adjustment for Change or Exchange of Shares for Other Consideration. In the event that
outstanding shares of Common Stock shall be changed into or exchanged for any other class or series
of capital stock or cash, securities or other property pursuant to a recapitalization,
reclassification, reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event (“Transaction”), then, unless
otherwise determined by the Committee in its sole and absolute discretion, (1) each outstanding
Option shall thereafter become exercisable for the number and/or kind of capital stock, and/or the
amount of cash, securities or other property so distributed, into which the shares of Common Stock
subject to the Option would have been changed or exchanged had the Option been exercised in full
prior to such Transaction, provided that, if necessary, the provisions of the Option shall be
appropriately adjusted so as to be applicable to any shares of capital stock, cash, securities or
other property thereafter issuable or deliverable upon exercise of the Option, and (2) each
outstanding Award that is not an Option and that is not automatically changed in connection with
the Transaction shall represent the number and/or kind of capital stock, and/or the amount of cash,
securities or other property so distributed, into which the shares of Common Stock covered by the
outstanding Award would have been changed or exchanged had they been held by a stockholder of the
Company.



     (d) Reuse of Shares. Any shares subject to an Award that remain unissued upon the
cancellation, surrender, exchange or termination of such Award for any reason whatsoever shall
again become available for Awards in an amount determined in accordance with the share counting
formulas set forth in Section 4(a), except that the exercise of a Stock Appreciation Right shall
not be deemed to result in unissued shares, even if fewer shares are issued than the number of
shares in which the Award was denominated.


5. Eligibility.




     The persons who shall be eligible to receive Awards pursuant to the Plan shall be limited to:
(i) those individuals who are first elected as non-employee Board members after the Effective Date,
whether by the Company’s stockholders or by the Board, and (ii) those individuals who continue to
serve as non-employee Board members after such Effective Date, whether or not they commenced Board
service prior to such Effective Date. In no event, however, shall any non-employee Board member be
eligible to participate in the Plan unless such individual is an “independent director” as defined
in Nasdaq Stock Market Rules. Each non-employee Board member eligible to participate in
the Plan pursuant to the foregoing criteria shall be designated an eligible “Non-Employee Director”
for purposes of the Plan.


6. Awards Under the Plan; Agreement.




     (a) General. The Committee may grant Options, shares of Restricted Stock, Restricted Stock
Units, Stock Appreciation Rights and Other Awards pursuant to Section 6(b), in such amounts and
with such terms and conditions as the Committee shall determine, subject to the provisions of the
Plan, and may provide for Dividend Equivalent Rights with respect to any Award. Each Award granted
under the Plan shall be evidenced by an Agreement which shall contain such provisions as the
Committee may in its sole discretion deem necessary or desirable, which are not in conflict with
the terms of the Plan. By accepting an Award, a Participant thereby agrees that the Award shall be
subject to all of the terms and provisions of the Plan and the applicable Agreement.



     (b) Awards. Awards shall be granted as specified below.




     (i) Initial Grant. Each individual who is first elected as a Non-Employee Director,
whether by the Company’s stockholders or by the Board, on or after the Effective Date, shall be
granted, on the date of such initial election, one or more Awards (defined as the “Initial
Grant”), the amount and type of which shall be determined by the Committee consistent with the
provisions of the Plan, provided that the number of shares of Common Stock subject to such
Initial Grant shall not exceed 35,000 shares in the aggregate (calculated as described in
subsection (iv) below). Initial Grants shall vest ratably in equal annual installments on each
of the first three anniversaries of the date of grant.




     (ii) Annual Grant. On the date of each annual stockholders meeting, commencing with the
2006 annual meeting, each individual who is at the time serving as a Non-Employee Director shall
be granted one or more Awards (defined as the “Annual Grant”), the amount and type of which
shall be determined by the Committee consistent with the provisions of the Plan, provided that
the number of shares of Common Stock subject to such



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Annual Grant shall not exceed 17,500 shares in the aggregate (calculated as described in
subsection (iv) below). An individual elected as a Non-Employee Director other than at an annual
meeting of stockholders shall receive, on the date of such election, a pro rata portion of the
Annual Grant made at the preceding annual stockholders meeting based on the number of days from
the date of election to the next annual meeting of stockholders, divided by 365. Annual Grants
shall fully vest on the first anniversary of the date of grant or over such longer period and in
such increments as the Committee may otherwise determine.




     (iii) Non-Executive Chairman Grants. Upon election as Non-Executive Chairman of the Board
of Directors on or after the Effective Date, a Non-Employee Director shall be granted, on the
date of such election, one or more Awards (defined as the “Supplemental Initial Grant”), the
amount and type of which shall be determined by the Committee consistent with the provisions of
the Plan, provided that the number of shares of Common Stock subject to such an individual’s
Initial Grant and Supplemental Initial Grant shall not exceed 50,000 shares in the aggregate
(calculated as described in subsection (iv) below). On the date of each annual stockholders
meeting commencing with the 2006 annual meeting, any Non-Employee Director then serving as
Non-Executive Chairman of the Board of Directors shall be granted one or more Awards (defined as
the “Supplemental Annual Grant”), the amount and type of which shall be determined by the
Committee consistent with the provisions of the Plan, provided that the number of shares of
Common Stock subject to such an individual’s Annual Grant and Supplemental Annual Grant shall
not exceed 30,000 shares in the aggregate (calculated as described in subsection (iv) below). A
Non-Employee Director elected as Non-Executive Chairman of the Board other than at an annual
meeting of stockholders shall receive, on the date of such election, a pro rata portion of the
Supplemental Annual Grant. Supplemental Initial Grants shall vest ratably in equal annual
installments on each of the first three anniversaries of the date of grant, and Supplemental
Annual Grants shall fully vest on the first anniversary of the date of grant.




     (iv) Share Equivalents. For purposes of applying the limits on the number of shares of
Common Stock which may be subject to Awards made pursuant to Initial Grants, Supplemental
Initial Grants, Annual Grants and Supplemental Annual Grants under this Section 6(b): (A) the
grant of any Award other than an Option or a Stock Appreciation Right shall be treated as an
Award of one and one-half (1.5) shares of Common Stock for each such share actually subject to
the Award, and (B) the grant of an Option or a Stock Appreciation Right shall be treated as an
Award of one share of Common Stock for each such share actually subject to the Award.


7. Options.




     (a) Identification of Options. Each Option shall be a Nonqualified Stock Option and shall
state the number of shares of the Common Stock to which it pertains.



     (b) Exercise Price. Each Agreement with respect to an Option shall set forth the amount (the
“option exercise price”) payable by the grantee to the Company upon exercise of the Option. The
option exercise price per share shall be equal to the Fair Market Value of the Common Stock on the
date of grant.



     (c) Term and Exercise of Options.




     (i) Each Option shall become exercisable at the time or times determined by the Committee
as set forth in the applicable Agreement, consistent with the provisions of the Plan. The
expiration date of each Option shall be ten (10) years from the date of the grant thereof, or at
such earlier time as the Committee shall expressly state in the applicable Agreement.




     (ii) An Option shall be exercised by delivering notice as specified in the Agreement on the
form of notice provided by the Company. The option exercise price shall be payable upon the
exercise of the Option. It shall be payable in one of the following forms: (A) in United States
dollars in cash or by check, (B) if permitted by the Committee, in shares of Common Stock that
have been held by the Participant (or a permitted transferee of such person) for at least six
months and having a Fair Market Value as of the date of exercise equal to the aggregate option
exercise price, (C) at the discretion of the Committee, in accordance with a cashless exercise
program established with a securities brokerage firm, or (D) at the discretion of the Committee,
by any combination of (A), (B) and (C) above, or (E) by such other method as the Committee may,
in its discretion, permit.



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     (iii) Certificates for shares of Common Stock purchased upon the exercise of an Option
shall be issued in the name of or for the account of the Participant, or other person entitled
to receive such shares, and delivered to the Participant or such other person as soon as
practicable following the effective date on which the Option is exercised.




     (iv) Notwithstanding anything to the contrary in this Plan, on the last day on which an
Option is exercisable in accordance with the Plan and the terms of the Award, if the exercise
price of the Option is less than the Fair Market Value of the Common Stock on that day, the
stock option will be deemed to have been exercised on a net share settlement basis at the close
of business on that day. As promptly as practicable thereafter, the Company will deliver to the
Participant the number of shares underlying the Option less the number of shares having a Fair
Market Value on the date of the deemed exercise equal to the aggregate exercise price for the
Option.



     (d) Effect of Termination of Board Service.




     (i) In the event that the Participant’s Board service shall terminate on account of the
Retirement of the Participant, each Option granted to such Participant that is outstanding as of
the date of such termination shall become fully exercisable and shall remain exercisable by the
Participant (or, in the event of the Participant’s death while such Option is still outstanding,
by the Participant’s legal representatives, heirs or legatees) for the three year period
following such termination (or for such other period as may be provided by the Committee), but
in no event following the expiration of its term.




     (ii) In the event that the Participant’s Board service shall terminate on account of the
death of the Participant, each Option granted to such Participant that is outstanding as of the
date of death shall become fully exercisable and shall remain exercisable by the Participant’s
legal representatives, heirs or legatees for the one year period following the date of death (or
for such other period as may be provided by the Committee), but in no event following the
expiration of its term.




     (iii) In the event that the Participant’s Board service shall terminate on account of the
Disability of the Participant, each Option granted to such Participant that is outstanding as of
the date of such termination shall become fully exercisable and shall remain exercisable by the
Participant (or such Participant’s legal representatives or, in the event of the Participant’s
death while such Option is still outstanding, such Participant’s legal representatives, heirs or
legatees) for the one year period following such termination (or for such other period as may be
provided by the Committee), but in no event following the expiration of its term.




     (iv) In the event of the termination of a Participant’s Board service For Cause, each
outstanding Option granted (including any portion of the Option that is then exercisable) to
such Participant shall be cancelled at the commencement of business on the date of such
termination.




     (v) In the event that the Participant’s Board service shall terminate for any reason other
than (A) Retirement, (B) death, (C) Disability or (D) For Cause, each Option granted to such
Participant, to the extent that it is exercisable at the time of such termination, shall remain
exercisable for the six month period following such termination (or for such other period as may
be provided by the Committee), but in no event following the expiration of its term. Each Option
that remains unexercisable as of the date of such a termination shall be cancelled at the time
of such termination (except as may otherwise be determined by the Committee).




     (vi) In the event of the Participant’s death within six months following the Participant’s
termination of Board service for any reason other than (A) Retirement, (B) Disability or (C) For
Cause, each Option granted to such Participant that is vested and outstanding as of the date of
death shall remain exercisable by such Participant’s legal representatives, heirs or legatees
for the one year period following the date of death (or for such other period as may be provided
by the Committee), but in no event following the expiration of its term.


8. Restricted Stock; Restricted Stock Units.




     (a) Price. At the time of the grant of shares of Restricted Stock, the Committee shall
determine the price, if any, to be paid by the Participant for each share of Restricted Stock
subject to the Award.



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     (b) Vesting Date. Provided that all conditions to the vesting of a share of Restricted Stock
imposed pursuant to Section 6(b) are satisfied, and except as provided in Section 8(g), upon the
occurrence of the Vesting Date with respect to a share of Restricted Stock, such share shall vest
and the Transfer Restrictions shall lapse. Provided that all conditions to the vesting of a
Restricted Stock Unit imposed pursuant to Section 6(b) are satisfied, and except as provided in
Section 8(g), upon the occurrence of the Vesting Date with respect to a Restricted Stock Unit, such
Restricted Stock Unit shall vest and become non-forfeitable; provided, however, that the payment
with respect to such Restricted Stock Unit shall be made in a manner that complies with the
requirements of Section 409A of the Code.



     (c) Dividends. Any dividends paid on shares of Restricted Stock will be held in escrow until
all restrictions or conditions to the vesting of such shares have lapsed. Any escrowed dividends
may, in the Committee’s discretion, be reinvested or deemed reinvested in Common Stock as of the
dividend payment date.



     (d) Issuance of Certificates. Following the date of grant with respect to shares of
Restricted Stock, or the settlement of a Restricted Stock Unit payable in Common Stock, the Company
shall cause to be issued a Certificate, registered in the name of or for the account of the
Participant to whom such shares were granted, evidencing such shares. In the case of an Award of
Restricted Stock, each such Certificate shall bear the following legend or substantially similar
restrictive account legend:




“The transferability of this Certificate and the shares of stock represented hereby are subject
to the restrictions, terms and conditions (including forfeiture provisions and restrictions
against transfer) contained in or imposed pursuant to the Biogen Idec Inc. 2006 Non-Employee
Directors Equity Plan.”




Such legend shall not be removed until such shares vest pursuant to the terms hereof.



     Each Certificate issued pursuant to this Section 8(d) in connection with a grant of Restricted
Stock shall be held by the Company or its designee prior to the applicable Vesting Date, unless the
Committee determines otherwise.



     (e) Consequences of Vesting of Restricted Stock. Upon the vesting of a share of Restricted
Stock pursuant to the terms hereof, the Transfer Restrictions shall lapse with respect to such
share. Following the date on which a share of Restricted Stock vests, the Company shall cause to be
delivered to the Participant to whom such shares were granted (or a permitted transferee of such
person), a Certificate evidencing such share, free of the legend set forth in Section 8(d).



     (f) Settlement of Restricted Stock Units. The settlement of Restricted Stock Units may occur
or commence when all vesting conditions applicable to the Restricted Stock Units have been
satisfied, or it may be deferred in accordance with such terms and conditions as the Committee may
specify, subject to compliance with Code Section 409A.



     (g) Effect of Termination of Board Service. In the event that the Participant’s Board service
shall terminate for any reason other than (i) Retirement, (ii) death or (iii) Disability, each
unvested grant of Restricted Stock or Restricted Stock Units shall be forfeited at the time of such
termination (except as may be otherwise determined by the Committee). In the event that the
Participant’s Board service shall terminate on account of Retirement, death or Disability of the
Participant, each grant of Restricted Stock and Restricted Stock Units that is outstanding as of
the date of Retirement, death or Disability shall become fully vested.


9. Stock Appreciation Rights.




     (a) A Stock Appreciation Right may be granted in connection with an Option, either at the time
of grant or at any time thereafter during the term of the Option, or may be granted unrelated to an
Option. At the time of grant of a Stock Appreciation Right, the Committee may impose such
restrictions or conditions to the exercisability of the Stock Appreciation Right as it, in its
absolute discretion, deems appropriate. The term of a Stock Appreciation Right granted without
relationship to an Option shall not exceed ten years from the date of grant.



     (b) A Stock Appreciation Right related to an Option shall require the holder, upon exercise,
to surrender such Option with respect to the number of shares as to which such Stock Appreciation
Right is exercised, in order to



8









 




receive payment of any amount computed pursuant to Section 9(d). Such Option will, to the
extent surrendered, then cease to be exercisable.




     (c) Subject to Section 9(d)(i), and to such rules and restrictions as the Committee may
impose, a Stock Appreciation Right granted in connection with an Option will be exercisable at such
time or times, and only to the extent that a related Option is exercisable, and will not be
transferable except to the extent that such related Option may be transferable.



     (d) Subject to Section 9(f), the exercise of a Stock Appreciation Right related to an Option
will entitle the holder to receive payment of an amount determined by multiplying:




     (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise
of such Stock Appreciation Right over the option exercise price specified in the related Option,
by




     (ii) the number of shares as to which such Stock Appreciation Right is exercised.



     (e) The maximum number of shares underlying a Stock Appreciation Right granted without
relationship to an Option shall be set forth in the applicable Award Agreement. A Stock
Appreciation Right granted without relationship to an Option will entitle the holder to receive
payment, subject to Section 9(f), of an amount determined by multiplying:




     (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise
of such Stock Appreciation Right over the greater of the Fair Market Value of a share of Company
Stock on the date the Stock Appreciation Right was granted or such greater amount as may be set
forth in the applicable Agreement, by




     (ii) the number of shares as to which such Stock Appreciation Right is exercised.



     (f) Notwithstanding subsections (d) and (e) above, the Committee may place a limitation on the
amount payable upon exercise of a Stock Appreciation Right. Any such limitation must be determined
as of the date of grant and noted in the applicable Award Agreement.



     (g) Payment of the amount determined under subsections (d) and (e) above may be made solely in
whole shares of Common Stock valued at their Fair Market Value on the date of exercise of the Stock
Appreciation Right or alternatively, in the sole discretion of the Committee, solely in cash or a
combination of cash and shares of Common Stock. If the Committee decides that payment of the amount
determined under subsections (d) and (e) above may be made shares of Common Stock, and the amount
payable results in a fractional share, payment for the fractional share will be made in cash. The
payment with respect to any Stock Appreciation Right shall be made in a manner that complies with
the requirements of Section 409A of the Code.



     (h) Other than with respect to an adjustment described in Section 4(c), in no event shall the
exercise price with respect to a Stock Appreciation Right be reduced following the grant of such
Stock Appreciation Right, nor shall the Stock Appreciation Right be cancelled in exchange for a
replacement Stock Appreciation Right with a lower exercise price.




     (i) Effect of Termination of Board Service.




     (i) In the event that the Participant’s Board service shall terminate on account of the
Retirement of the Participant, each Stock Appreciation Right granted to such Participant that is
outstanding as of the date of such termination shall become fully exercisable and shall remain
exercisable for the three year period following such termination (or for such other period as
may be provided by the Committee), but in no event following the expiration of its term.




     (ii) In the event that the Participant’s Board service shall terminate on account of the
death of the Participant, each Stock Appreciation Right granted to such Participant that is
outstanding as of the date of death shall become fully exercisable and shall remain exercisable
by the Participant’s legal representatives, heirs or legatees



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for the one year period following the date of death (or for such other period as may be
provided by the Committee), but in no event following the expiration of its term.




     (iii) In the event that the Participant’s Board service shall terminate on account of the
Disability of the Participant, each Stock Appreciation Right granted to such Participant that is
outstanding as of the date of such termination shall become fully vested and shall remain
exercisable by the Participant (or such Participant’s legal representatives) for the one year
period following such termination (or for such other period as may be provided by the
Committee), but in no event following the expiration of its term.




     (iv) In the event of the termination of a Participant’s Board service For Cause, each
outstanding Stock Appreciation Right granted (including any portion of the Stock Appreciation
Right that is then exercisable) to such Participant shall be cancelled at the commencement of
business on the date of such termination.




     (v) In the event that the Participant’s Board service shall terminate for any reason other
than (A) Retirement, (B) death, (C) Disability or (D) For Cause, each Stock Appreciation Right
granted to such Participant, to the extent that it is exercisable at the time of such
termination, shall remain exercisable for the six month period following such termination (or
for such other period as may be provided by the Committee), but in no event following the
expiration of its term. Each Stock Appreciation Right that remains unexercisable as of the date
of such a termination shall be cancelled at the time of such termination (except as may be
otherwise determined by the Committee).




     (vi) In the event of the Participant’s death within six months following the Participant’s
termination of Board service other than For Cause, each Stock Appreciation Right granted to such
Participant that is vested and outstanding as of the date of death shall remain exercisable by
the Participant’s legal representatives, heirs or legatees for the one year period following the
date of death (or for such other period as may be provided by the Committee), but in no event
following the expiration of its term.


10. Other Awards.




     (a) General. Other Awards valued in whole or in part by reference to, or otherwise based on,
Common Stock may be granted either alone or in addition to other Awards under the Plan. Subject to
the provisions of Section 6(b), the Committee shall have sole and complete authority to determine
the number of shares of Common Stock to be granted pursuant to such Other Awards and all other
terms and conditions of such Other Awards.



     (b) Payment of Non-Employee Directors’ Fees in Securities. In addition to the Awards
authorized under Section 6(b), and only to the extent permitted by the Committee, a Non-Employee
Director may elect to receive his or her annual retainer payments and/or meeting fees from the
Company in the form of Awards under the Plan by completing the procedures prescribed by the
Committee. Such Awards shall be issued under the Plan. The terms and the number of Awards to be
granted to Non-Employee Directors in lieu of annual retainers and/or meeting fees under this
Section 10 shall be determined by the Committee.


11. Effect of a Corporate Transaction.




     (a) Options and Stock Appreciation Rights. In the event of a Corporate Transaction, the
Committee shall, prior to the effective date of the Corporate Transaction, as to each outstanding
Option and Stock Appreciation Right under the Plan, either: (i) make appropriate provisions for the
Options and Stock Appreciation Rights to be assumed by the successor corporation or its parent or
be replaced with a comparable option or stock appreciation right to purchase shares of the capital
stock of the successor corporation or its parent; (ii) upon reasonable prior written notice to the
Participants provide that all Options and Stock Appreciation Rights must be exercised prior to a
specified date and, to the extent unexercised as of such specified date, such Options and Stock
Appreciation Rights will terminate (all Options and Stock Appreciation Rights having been made
fully exercisable as set forth below in this Section 11); or (iii) terminate all Options and Stock
Appreciation Rights in exchange for, in the case of Options, a cash payment equal to the excess of
the then aggregate Fair Market Value of the shares subject to such Options over the aggregate
exercise prices thereof, or in the case of Stock Appreciation Rights, the amount otherwise payable
on exercise of such Stock Appreciation Rights pursuant to Section 9 (all Options and Stock
Appreciation Rights having been made fully exercisable as set forth below in this Section 11).
Without limiting the generality of Sections 4(b) and 4(c)



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hereof, each outstanding Option and Stock Appreciation Right under the Plan which is assumed
in connection with a Corporate Transaction, or is otherwise to continue in effect, shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the
number and class of securities which would have been issued, in consummation of such Corporate
Transaction, to an actual holder of the same number of shares of the Common Stock as are subject to
such Option or Stock Appreciation Right immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to the option exercise price payable per share pursuant
to the Option, provided the aggregate option exercise price payable for such securities pursuant to
the Option shall remain the same, and the basis for calculating the amount payable on exercise of
the Stock Appreciation Right pursuant to Section 9.




     (b) Awards other than Options and Stock Appreciation Rights. In the event of a Corporate
Transaction, the Committee shall, prior to the effective date of the Corporate Transaction, as to
each outstanding Award (other than an Option or Stock Appreciation Right) under the Plan either:
(i) make appropriate provisions for the Awards to be assumed by the successor corporation or its
parent, or be replaced with a comparable award with respect to the successor corporation or its
parent; (ii) provide that such Awards shall be fully vested and settled prior to such Corporate
Transaction; or (iii) terminate all such Awards in exchange for a cash payment equal to the then
aggregate Fair Market Value of the shares of Common Stock and cash payments subject to such Award
(all Awards having been made fully vested as set forth below in this Section 11).



     (c) Involuntary Termination. If at any time within two years of the effective date of a
Corporate Transaction there is an Involuntary Termination with respect to a Participant’s continued
service as a Non-Employee Director of the successor corporation or its parent, each then
outstanding Award assumed or replaced under this Section 11 and held by such Participant (or a
permitted transferee of such person) shall, upon the occurrence of such Involuntary Termination,
automatically accelerate so that each such Award shall become fully vested or exercisable, as
applicable, immediately prior to such Involuntary Termination. Upon the occurrence of an
Involuntary Termination with respect to a Participant, any outstanding Option or Stock Appreciation
Right held by such Participant (and a permitted transferee of such person) shall be exercisable
within one year of the Involuntary Termination or, if earlier, within the originally prescribed
term of the Option or Stock Appreciation Right. An “Involuntary Termination” as to a Participant
shall mean the termination of the Participant’s Board service other than (1) because of termination
For Cause, (2) on account of the Participant’s voluntary resignation or (3) on account of the
Participant’s choosing not to seek reelection; provided, however, that for purposes of the Plan, a
termination of Board service, at the request of the Board, where such termination is in connection
with a reduction of the number of members of the Board (and not in connection with a replacement of
the terminating member) shall be treated as an Involuntary Termination.



     (d) Other Adjustments. The class and number of securities available for issuance under the
Plan on both an aggregate and per Participant or per grant basis shall be appropriately adjusted by
the Committee to reflect the effect of the Corporate Transaction upon the Company’s capital
structure.



     (e) Termination of Plan; Cash Out of Awards. In the event the Company terminates the Plan or
elects to cash out Awards in accordance with clauses (ii) or (iii) of paragraph (a) or clause (iii)
of paragraph (b) of this Section 11, then the exercisability and vesting of each affected Award
outstanding under the Plan shall be automatically accelerated so that each such Award shall,
immediately prior to such Corporate Transaction, become fully vested and may be exercised prior to
such Corporate Transaction for all or any portion of such Award. The Committee shall, in its
discretion, determine the timing and mechanics required to implement the foregoing Plan provision.



     (f) Special Rule Regarding Determination of Termination for Cause. Following the occurrence
of a Corporate Transaction, the determination of whether circumstances warrant a termination For
Cause shall be made in good faith by the Committee, provided that such determination shall not be
presumed to be correct or given deference in any subsequent litigation, arbitration or other
proceeding with respect to the existence of circumstances warranting a termination For Cause.


12. Acceleration Upon Corporate Change in Control.




     Unless otherwise determined by the Committee at the time of grant and set forth in the
applicable Award Agreement, in the event of a Corporate Change in Control, the exercisability or
vesting of each Award outstanding



11









 




under the Plan shall be automatically accelerated so that each such Award shall, immediately
prior to such Corporate Change in Control, become fully vested and/or exercisable for the full
number of shares of the Common Stock purchasable or cash payable under an Award to the extent not
previously exercised, and may be exercised for all or any portion of such shares or cash within the
originally prescribed term of such Award. The Committee shall, in its discretion, determine the
timing and mechanics required to implement the foregoing Plan provision.



13. Rights as a Stockholder.




     No person shall have any rights as a stockholder with respect to any shares of Common Stock
covered by or relating to any Award until the date of issuance of a Certificate with respect to
such shares. Except as otherwise expressly provided in Section 4(c), no adjustment to any Award
shall be made for dividends or other rights for which the record date occurs prior to the date of
issuance of such Certificate.


14. No Right to Continued Board Service; No Right to Award.




     Nothing contained in the Plan or any Agreement shall confer upon any Participant any right
with respect to the continuation of service as a member of the Board or interfere in any way with
the right of the Company or its stockholders to remove any individual from the Board at any time in
accordance with the provisions of applicable law. No person shall have any claim or right to
receive an Award hereunder. The Committee’s granting of an Award to a Participant at any time shall
neither require the Committee to grant any other Award to such Participant or other person at any
time or preclude the Committee from making subsequent grants to such Participant or any other
person.


15. Securities Matters.




     (a) Notwithstanding anything herein to the contrary, the Company shall not be obligated to
cause to be issued or delivered any Certificates evidencing shares of Common Stock pursuant to the
Plan unless and until the Company is advised by its counsel that the issuance and delivery of such
Certificates is in compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Common Stock are traded. The
Committee may require, as a condition of the issuance and delivery of Certificates evidencing
shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such
agreements and representations, and that such Certificates bear such legends, as the Committee, in
its sole discretion, deems necessary or desirable.



     (b) The transfer of any shares of Common Stock hereunder shall be effective only at such time
as counsel to the Company shall have determined that the issuance and delivery of such shares is in
compliance with all applicable laws, regulations of governmental authority and the requirements of
any securities exchange on which shares of Common Stock are traded. The Committee may, in its sole
discretion, defer the effectiveness of any transfer of shares of Common Stock hereunder in order to
allow the issuance of such shares to be made pursuant to registration or an exemption from
registration or other methods for compliance available under federal or state securities laws. The
Committee shall inform the Participant (or a permitted transferee of such person) in writing of its
decision to defer the effectiveness of a transfer. During the period of such deferral in connection
with the exercise of an Option, the Participant (or a permitted transferee of such person) may, by
written notice, withdraw such exercise and obtain the refund of any amount paid with respect
thereto, subject to compliance with the requirements of Section 409A of the Code.


16. Notification of Election Under Section 83(b) of the Code.




     If any Participant shall, in connection with the acquisition of shares of Common Stock under
the Plan, make the election permitted under Section 83(b) of the Code, such Participant shall
notify the Company of such election within 10 days of filing notice of the election with the
Internal Revenue Service.


17. Amendment or Termination of the Plan.




     The Board of Directors may, at any time, suspend or terminate the Plan or revise or amend it
in any respect whatsoever; provided, however, that stockholder approval shall be required for any
such amendment if and to the



12









 




extent the Board of Directors determines that such approval is appropriate or necessary for
purposes of satisfying any applicable law or the requirements of any securities exchange upon which
the securities of the Company trade. Nothing herein shall restrict the Committee’s ability to
exercise its discretionary authority pursuant to Section 3, which discretion may be exercised
without amendment to the Plan. No amendment or termination of the Plan may, without the consent of
the affected Participant, reduce the Participant’s rights under any outstanding Award.



18. Transferability.




     The Committee may direct that any Certificate evidencing shares issued pursuant to the Plan
shall bear a legend setting forth such restrictions on transferability as may apply to such shares.
Awards granted under the Plan shall not be transferable by a Participant other than: (i) by will or
by the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order, as
defined by the Code or Title 1 of the Employee Retirement Income Security Act or the rules
thereunder or (iii) as otherwise determined by the Committee in its sole and absolute discretion.
The designation of a beneficiary of an Award by a Participant shall not be deemed a transfer
prohibited by this Section 18. Except as provided pursuant to this Section 18, an Award shall be
exercisable during a Participant’s lifetime only by the Participant (or by his or her legal
representative) and shall not be assigned, pledged, or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to execution, attachment or similar
process. Any attempted transfer, assignment, pledge, hypothecation, or other disposition of any
Award contrary to the provisions of this Section 18, or the levy of any attachment or similar
process upon an Award, shall be null and void. Upon the death of a Participant, outstanding Awards
granted to such Participant may be exercised only by the designated beneficiary, executor or
administrator of the Participant’s estate, or by a person who shall have acquired the right to such
exercise by will or by the laws of descent and distribution (or by a permitted transferee of such
person). No transfer of an Award by will or the laws of descent and distribution, or as otherwise
permitted by this Section 18, shall be effective to bind the Company unless the Committee shall
have been furnished with: (a) written notice thereof and with such evidence as the Committee may
deem necessary to establish the validity of the transfer, and (b) an agreement by the transferee to
comply with all the terms and conditions of the Award that are or would have been applicable to the
Participant and to be bound by the acknowledgments made by the Participant in connection with the
grant of the Award.


19. Dissolution or Liquidation of the Company.




     Immediately prior to the dissolution or liquidation of the Company, other than in connection
with transactions to which Section 11 is applicable, all Awards granted hereunder shall terminate
and become null and void; provided, however, that if the rights hereunder of a Participant or one
who acquired an Award by will or by the laws of descent and distribution, or as otherwise permitted
pursuant to Section 18, have not otherwise terminated and expired, the Participant or such person
shall have the right immediately prior to such termination to exercise any Award granted hereunder
to the extent that the right to exercise such Award has vested as of the date immediately prior to
such dissolution or liquidation. Awards of Restricted Stock and Restricted Stock Units that have
not vested as of the date of such dissolution or liquidation shall be forfeited immediately prior
to such dissolution or liquidation.


20. Effective Date and Term of Plan.




     The Plan shall be subject to the requisite approval of the stockholders of the Company. In the
absence of such approval, any Awards shall be null and void. Unless extended or earlier terminated
by the Board of Directors, the right to grant Awards under the Plan shall terminate on the tenth
anniversary of the Effective Date. Awards outstanding at Plan termination shall remain in effect
according to their terms and the provisions of the Plan and the applicable Award Agreement.


21. Applicable Law.




     The Plan shall be construed and enforced in accordance with the laws of the State of Delaware,
without reference to its principles of conflicts of law.


22. Participant Rights.







13









 








     No Participant shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment for Participants.


23. Unfunded Status of Awards.




     The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation
purposes. With respect to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Agreement shall give any such Participant any rights that are greater
than those of a general, unsecured creditor of the Company.


24. No Fractional Shares.




     No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The
Committee shall determine whether cash, other Awards, or other property shall be issued or paid in
lieu of such fractional shares, or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.


25. Beneficiary.




     A Participant may file with the Committee a written designation of a beneficiary on such form
as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.
If no designated beneficiary survives the Participant, the executor or administrator of the
Participant’s estate shall be deemed to be the Participant’s beneficiary.


26. Interpretation; Special Rules.




     Awards under the Plan are intended either to be exempt from the rules of Section 409A of the
Code or to satisfy those rules, and shall be construed accordingly. Granted Awards may be modified
at any time, in the Committee’s discretion, so as to increase the likelihood of exemption from or
compliance with the rules of Section 409A. In the event that a Participant is prohibited from
executing market trades by reason of the application of the federal securities laws or for any
other reason determined by the Committee, the Committee may extend the exercise period of an Award
to the extent permitted by Section 409A. Subject to Section 16 of the Exchange Act, to the extent
the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices,
and to further the purpose of the Plan, the Committee may, without amending the Plan, establish
special rules applicable to Awards granted to Participants who are foreign nationals or are
employed outside the United States, or both, including rules that differ from those set forth in
the Plan, and grant Awards (or amend existing Awards) in accordance with those rules.


27. Severability.




     If any provision of the Plan is held to be invalid or unenforceable, the other provisions of
the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision
had not been included in the Plan.




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