Exhibit 10.27


 


MILLENNIUM PHARMACEUTICALS, INC.


 


NONQUALIFIED DEFERRED
COMPENSATION PLAN


 


EFFECTIVE APRIL 1, 2006


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  SELECTION, ENROLLMENT, ELIGIBILITY

  	
  5

  
	
  2.1

  	
  Selection by Committee

  	
  5

  
	
  2.2

  	
  Enrollment Requirements

  	
  5

  
	
  2.3

  	
  Eligibility Commencement of Participation

  	
  5

  
	
  2.4

  	
  Termination of Participation and/or Deferrals

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  DEFERRAL COMMITMENT/CREDITING OF EARNINGS.

  	
  6

  
	
  3.1

  	
  Deferred Compensation

  	
  6

  
	
  3.2

  	
  Election to Defer Compensation

  	
  6

  
	
  3.3

  	
  Withholding of Deferral Amounts

  	
  7

  
	
  3.4

  	
  Company Contributions

  	
  7

  
	
  3.5

  	
  Selection of Deemed Investments

  	
  7

  
	
  3.6

  	
  Crediting of Earnings, Gains, Losses, and Changes in Value
  of Deemed Investments

  	
  7

  
	
  3.7

  	
  FICA and Other Taxes

  	
  7

  
	
  3.8

  	
  Vesting

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  UNFORESEEABLE FINANCIAL EMERGENCIES

  	
  9

  
	
  4.1

  	
  Withdrawal Payout/Suspensions for Unforeseeable Financial
  Emergencies

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  RETIREMENT BENEFIT

  	
  9

  
	
  5.1

  	
  Retirement Benefit

  	
  9

  
	
  5.2

  	
  Payment of Retirement Benefits

  	
  9

  
	
  5.3

  	
  Death Prior to Completion of Retirement Benefits

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  TERMINATION BENEFIT

  	
  10

  
	
  6.1

  	
  Termination Benefits

  	
  10

  
	
  6.2

  	
  Payment of Termination Benefit

  	
  10

  
	
  6.3

  	
  Death Prior to Completion of Termination Benefits

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  SURVIVOR BENEFIT

  	
  10

  
	
  7.1

  	
  Survivor Benefit

  	
  10

  
	
  7.2

  	
  Payment of Survivor Benefits

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  CHANGE IN CONTROL BENEFIT

  	
  11

  
	
  8.1

  	
  Change In Control

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  DISABILITY WAIVER AND BENEFIT

  	
  11

  
	
  9.1

  	
  Disability Waiver

  	
  11

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Benefit Eligibility

  	
  11

  
	
  9.3

  	
  Nonqualified Deferred Compensation Plan Rules

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  BENEFICIARY DESIGNATION

  	
  12

  
	
  10.1

  	
  Beneficiary

  	
  12

  
	
  10.2

  	
  Beneficiary Designation; Change; Spousal Consent

  	
  12

  
	
  10.3

  	
  Acknowledgement

  	
  12

  
	
  10.4

  	
  No Beneficiary Designation

  	
  12

  
	
  10.5

  	
  Doubt as to Beneficiary

  	
  12

  
	
  10.6

  	
  Discharge of Obligations

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  LEAVE OF ABSENCE

  	
  12

  
	
  11.1

  	
  Paid leave of Absence

  	
  12

  
	
  11.2

  	
  Unpaid Leave of Absence

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  TERMINATION, AMENDMENT, OR MODIFICATION

  	
  13

  
	
  12.1

  	
  Termination

  	
  13

  
	
  12.2

  	
  Amendment

  	
  13

  
	
  12.3

  	
  Effect of Payment

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  ADMINISTRATION

  	
  13

  
	
  13.1

  	
  Committee Duties

  	
  13

  
	
  13.2

  	
  Agents

  	
  14

  
	
  13.3

  	
  Binding Effect of Decisions

  	
  14

  
	
  13.4

  	
  Indemnity of Committee

  	
  14

  
	
  13.5

  	
  Employer Information

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
  ADMINISTRATION UPON CHANGE IN CONTROL

  	
  14

  
	
  14.1

  	
  Committee

  	
  14

  
	
  14.2

  	
  Benefit Review Committee

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  CLAIMS PROCEDURE

  	
  15

  
	
  15.1

  	
  Presentation of Claim

  	
  15

  
	
  15.2

  	
  Notification of a Denied Claim

  	
  15

  
	
  15.3

  	
  Review of a Denied Claim

  	
  16

  
	
  15.4

  	
  Decision on Review

  	
  16

  
	
  15.5

  	
  Legal Action

  	
  16

  
	
  15.6

  	
  Arbitration

  	
  16

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
  TRUST

  	
  18

  
	
  16.1

  	
  Establishment of Trust

  	
  18

  
	
  16.2

  	
  Interrelationship of the Plan and the Trust

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 17

  	
  MISCELLANEOUS

  	
  18

  
	
  17.1

  	
  Unsecured General Creditor

  	
  18

  
	
  17.2

  	
  Employer’s Liability

  	
  18

  
	
  17.3

  	
  Non-Assignability

  	
  18

  
	
  17.4

  	
  Coordination with Other Benefits

  	
  19

  
	
  17.5

  	
  Not a Contract of Employment

  	
  19

  
	
  17.6

  	
  Furnishing Information

  	
  19

  
	
  17.7

  	
  Terms

  	
  19

  
	
  17.8

  	
  Captions

  	
  19

  
	
  17.9

  	
  Governing
  Law

  	
  19

  
	
  17.10

  	
  Notice

  	
  19

  
	
  17.11

  	
  Successors

  	
  19

  
	
  17.12

  	
  Spouse’s Interest

  	
  19

  
	
  17.13

  	
  Validity

  	
  20

  
	
  17.14

  	
  Incompetent

  	
  20

  
	
  17.15

  	
  Court Order

  	
  20

  
	
  17.16

  	
  Legal Fees To Enforce Rights After Change in Control

  	
  20

  



 


iii

















 


PURPOSE


 


The
purpose of this Nonqualified Deferred Compensation Plan (this “Plan”) is to
provide specified benefits to a select group of management or highly
compensated employees who contribute materially to the continued growth,
development and future business success of Millennium Pharmaceuticals, Inc., a Delaware
corporation, and its subsidiaries, if any. This Plan shall be unfunded for tax
purposes and for purposes of Title I of ERISA.


 


ARTICLE 1



Definitions


 


For
purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:


 


1.1       “Account Balance” shall mean, with
respect to a Participant, the sum of (a) his or her Elective Deferral
Account plus (b) his or her Company Contribution Account, if any, plus (c) earnings,
gains, losses, and changes in value of the Deemed Investments hereon credited
(or debited) in accordance with Section 3.6, net of all distributions. This
account shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to or in
respect of a Participant pursuant to the Plan.


 


1.2       “Annual Bonus” shall mean any
compensation, in addition to Base Annual Salary, paid in respect of a Plan Year
to a Participant as an employee under the Company’s Incentive Plan, or
otherwise as a bonus in the discretion of the Company. A performance-based
bonus may have special meaning under the terms of this Plan solely for
purposes of a Participant’s timing of elections, as defined in Section 3.2.


 


1.3       “Annual Deferral Amount” shall mean
that portion of a Participant’s Base Annual Salary and/or Annual Bonus that a
Participant elects to have, and is, deferred, in accordance with Article 3
for any one Plan Year. In the event of Retirement, Disability, death or a Termination
of Employment prior to the end of a Plan Year, such year’s Annual Deferral
Amount shall be the actual amount withheld prior to such event.


 


1.4       “Annual Installment Method” shall mean
the payment of a Participant’s benefit in annual installments to be paid, if so
elected by a Participant as follows:  (i) during
the calendar year in which payment begins, such payment shall equal (a) the
Account Balance as of the Retirement Date; divided by (b) the total number
of installment payments to be made; and (ii) during the benefit payment
period, the amount of each installment to be paid during each calendar year
thereafter shall be recalculated, and shall be equal to (a) the remaining
amount payable to the Participant as of such January 1; divided by (b) the
number of installment payments to be made in or after such subsequent calendar
year. The first such installment shall be made as of the Retirement Date and
subsequent installments shall be as of January 1 of each subsequent
calendar year. The final installment payment shall be equal to the remaining
amount payable to the Participant. In no event shall the amount of any
installment payment exceed the remaining amount payable to the Participant.


 


1.5       “Base Annual Salary” shall mean the
annual compensation (excluding bonuses, commissions, overtime, incentive
payments, non-monetary awards, Directors Fees and other fees, stock options,
phantom stock grants, restricted stock, moving expenses, severance payments,
and car allowances) paid to a Participant for services rendered to any
Employer, before reduction for compensation deferred pursuant to all
tax-qualified, non-qualified and Code Section 125 plans (other than
compensation deferred under individual employment Contracts) of any Employer. The
Committee may,


 


1

















 


in its discretion, with respect to any one or more
Participants establish for any Plan Year a limit on the amount of Base Annual
Salary to be taken into account under this Plan.


 


1.6       “Beneficiary” shall mean one or more
persons, trusts, estates or other entities, designated in accordance with Article 10,
that are entitled to receive benefits under the Plan upon death of a
Participant.


 


1.7       “Beneficiary Designation Form” shall
mean the form established from time to time by the Committee that a
Participant completes, signs, and returns to the Committee to designate one or
more Beneficiaries.


 


1.8       “Board” shall mean the board of
directors of the Company.


 


1.9       “Change in Control” shall mean
a change in ownership, effective control or a change in the ownership of a
substantial portion of the assets of the corporation, determined objectively,
pursuant to the rules of Section 409A of the Internal Revenue Code
and transitional guidance, through any of the following transactions;  On the date that any one person or persons
acting as a group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934) acquires beneficial ownership of the
Company’s capital stock equal to 50% or more of either: (X) the
then-outstanding shares of the Company’s common stock or (Y) the combined
voting power of the Company’s then-outstanding securities to vote generally in
the election of directors; (ii) upon the consummation by the Company of
(X) a reorganization, merger or consolidation, provided that, in each case, the
persons who were the Company’s stockholders immediately prior to the
reorganization, merger or consolidation do not, immediately after, own more
than 50% of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated company’s then
outstanding voting securities, or (Y) a liquidation or dissolution of the
Company or the sale of all or substantially all of the Company’s assets; (iii) when
the Continuing Directors (as defined below) do not constitute a majority of the
Board of Directors (or, if applicable, the Board of Directors of a successor
corporation to the Company), where the term “Continuing Director” means at any
date a member of the Board of Directors (X) who was a member of the Board of
Directors on the date of the initial adoption of this provision by the Board of
Directors or (Y) who was nominated or elected subsequent to such date by at
least a majority of the directors who were Continuing Directors at the time of
such nomination or election or whose election to the Board of Directors was
recommended or endorsed by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election. But, any
individual whose initial assumption of office occurred as a result of an actual
or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents, by
or on behalf of a person other than the Board of Directors, is excluded from
clause (iii)(Y) above; or (iv) upon the occurrence of any other event
which a majority of the Continuing Directors, in its sole discretion,
determines constitutes a Change in Control. Should the Company in its
discretion decide to terminate the Plan within 12 months of the Change in
Control date, subsequent Plan payments will be deemed made for reason of Change
of Control.


 


1.10     “Claimant” shall have the meaning set
forth in Section 13.1.


 


1.11     “Code” shall mean the Internal Revenue
Code of 1986, as amended; inclusive of Section 409A as promulgated under Section 885
of the American Jobs Creation Act of 2004 and as interpreted by the Treasury
Department and Internal Revenue Service guidance and regulations.


 


1.12     “Committee” shall mean the
administrative Committee appointed to manage and administer the Plan in
accordance with its provision and pursuant to Article 13.


 


1.13     “Company” shall mean Millennium
Pharmaceuticals, Inc.,
a Delaware corporation.


 


2

















 


1.14     “Company Contribution Account” shall
mean the Participant’s share of (a) Discretionary Company Matching Contributions
plus (b) Discretionary Company Contributions plus (c) earnings,
gains, losses, and changes in value of the Deemed Investments hereon credited
(or debited) in accordance with Section 3.6, net of all distributions from
such account. This Account shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the
amounts to be paid to the Participant pursuant to the Plan.


 


1.15     “Discretionary Company Matching
Contribution” shall mean any contribution made and credited to Company
Contribution Accounts by the Company in accordance with Section 3.4(a) below.


 


1.16     “Deemed Investments” shall mean one or
more of the investment vehicles selected by the Committee pursuant to Section 3.5.


 


1.17     “Deduction Limitation” shall mean the
following described limitation on the annual benefit that may be
distributed pursuant to the provisions of this Plan. The limitation shall be
applied to distributions under this Plan as expressly set forth in this Plan. If
the Company determines in good faith prior to a Change in Control that there is
a reasonable likelihood that any compensation paid to a Participant for a
taxable year of the Company would not be deductible by the Company solely by
reason of the limitation under Code Section 162(m), then to the extent
deemed necessary by the Company to ensure that the entire amount of any
distribution to the Participant pursuant to this Plan prior to the Change in
Control is deductible, the Company may, in its sole discretion, defer all or
any portion of the distribution. Any amounts deferred pursuant to this limitation
shall continue to be credited (or debited) with earnings, gains, losses, and
changes in value of the Deemed Investments in accordance with Section 3.7.
The amounts so deferred and interest thereon shall be distributed to the
Participant or his or her Beneficiary (in the event of the Participant’s death)
at the earliest possible date, as determined by the Company in good faith, on
which the deductibility of compensation paid or payable to the Participant for
the taxable year of the Company during which the distribution is made will not
be limited by Section 162(m), or if earlier, the effective date of a
Change in Control. In the event this Section 1.17 fails to meet the
limitations or requirements of the Code, then this Section 1.17 shall be
modified by action of the Committee to the extent necessary to satisfy the
requirements of the Code and transitional relief provided with respect to Code Section 409A.


 


1.18     “Deferral Amount” shall mean the sum
of all of a Participant’s Annual Deferral Amounts.


 


1.19     “Director” shall mean any non-employee
member of the Board.


 


1.20     “Discretionary Company Contribution”
shall mean any contribution made and credited to Company Contribution Accounts
by the Company in accordance with Section 3.4 (b) below.


 


1.21     “Disability” shall exist if the
Participant (a) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (b) is, by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than
three months under an accident and health policy covering employees of the
Participant’s Employer.


 


1.22     “Election Form” shall mean the form established
from time to time by the Committee that a Participant completes, signs, and
returns to the Committee to make an election under the Plan.


 


1.23     “Elective Deferral Account” shall mean
the sum of (a) a Participant’s Deferral Amount, plus (b) earnings,
gains, losses, and changes in value of the Deemed Investments hereon credited
(or debited) in accordance with Section 3.6, net of all distributions from
such Account. This account shall be


 


3

















 


a bookkeeping entry only and shall be utilized
solely as a device for the measurement and determination of the amounts to be
paid to the Participant pursuant to the Plan.


 


1.24     “Employers” shall mean the Company
and/or any of its subsidiaries and partners that have been selected by the
Board to participate in the Plan.


 


1.25     “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to time.


 


1.26     “In-Service Distribution” shall mean
the payout set forth in Section 4.1.


 


1.27     “Participant” shall mean any employee (a) who
is selected to participate in the Plan, (b) who elects to participate in
the Plan, (c) who signs a Plan Agreement, an Election Form, and a
Beneficiary Designation Form, (d) whose signed Plan Agreement, Election
Form, and Beneficiary Designation Form are accepted by the Committee, (e) who
commences participation in the Plan, and (f) whose Plan Agreement has not
terminated.


 


1.28     “Plan” shall mean the Company’s Deferred
Compensation Plan which shall be evidenced by this instrument and, with respect
to each Participant, by his or her Plan Agreement, as each may be amended
from time to time.


 


1.29     “Plan Agreement” shall mean a written
agreement, as may be amended from time to time, which is entered into by
and between one or more Employers and a Participant. Each Plan Agreement
executed by a Participant shall provide for the entire benefit to which such
Participant is entitled to under the Plan, and shall specify, the Employer or
Employers liable for the Participant’s benefits hereunder and the magnitude or
extent of such liability. The Plan Agreement bearing the latest date of
acceptance by the Committee shall govern such entitlement and each Employer’s
liability. Upon the complete payment of a Participant’s Account Balance, each
individual’s Plan Agreement and his or her status as a Participant shall
terminate.


 


1.30     “Plan Year” shall be the calendar year
starting with 2006.


 


1.30     “Pre-Retirement Survivor Benefit”
shall mean the benefit set forth in Article 6.


 


1.31     “Retirement,” “Retire,” “Retires,” “or
“Retired” shall mean severance from employment or service with all Employers
for any reason other than a leave of absence, death or Disability on or after
the attainment of age sixty-five (65).


 


1.32     “Retirement Benefit” shall mean the
benefit set forth in Article 5.


 


1.33     “Subsidiary” shall mean any
corporation (other than the Employer) in an unbroken chain of corporations or
other entities beginning with the Employer, if each of the entities other than
the last entity in the unbroken chain owns stock, partnership rights or other
ownership interest possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock, partnership rights or other ownership
interest in one of the other entities in such chain.


 


1.34     “Termination Benefit” shall mean the
benefit set forth in Article 7.


 


1.35     “Termination of Employment” shall mean
the ceasing of employment with all Employers, voluntary or involuntary, for any
reason other than Retirement, death, or an authorized leave of absence. Notwithstanding
the foregoing, no Termination of Employment shall occur merely by reason of the
transfer of employment of a Participant from an Employer to any entity directly
or indirectly controlled by or under common control with the Company and which
is not an Employer (a “Non-Participating


 


4

















 


Entity”). Rather, such a Participant’s Termination
of Employment shall occur on the ceasing of the Participant’s employment with
all Non-Participating Entities and all Employers.


 


1.36     “Trust” shall mean the trust established
pursuant to that certain Trust Agreement between the Company and the trustee
named therein, as amended from time to time.


 


1.37     “Unforeseeable Financial Emergency” shall
be defined as a severe financial hardship to the Participant resulting from
illness or accident of the Participant, the Participant’s spouse or a dependent
(as defined in section 152(a) of the Code) of the Participant, loss
of the Participant’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the Participant. The amount of the distribution upon Unforeseeable
Emergency may not exceed the amounts necessary to satisfy the emergency
and pay taxes reasonably anticipated as a result of the distribution, after
taking into account the extent to which such hardship is or may be
relieved through reimbursement or compensation by insurance or by liquidation
of the Participant’s assets (to the extent such liquidation would not itself
cause severe financial hardship).


 


1.38     “Years
of Service” shall mean the total number of years in which a Participant has
been employed by or in the service of an Employer. For purposed of this
definition only, a year of employment or service shall be a 365 day period (or
366 day period in the case of a leap year) that, for the first year of
employment, commences on the Participant’s date of hire (or engagement) and
that, for any subsequent year, commences on an anniversary of that hiring date.


 


ARTICLE 2



Selection, Enrollment, Eligibility


 


2.1       Selection by Committee. Participation in the Plan shall be limited
to employees of an Employer who are part of a select group of management
or highly compensated employees. From the foregoing, the Committee shall
select, in its sole and absolute discretion, individuals to participate in the
Plan.


 


2.2       Enrollment Requirements. As a condition to participation, each
selected individual shall complete, execute, and return to the Committee a Plan
Agreement, an Election Form, and a Beneficiary Designation Form. In addition,
the Committee shall establish from time to time such other enrollment
requirements as it determines in its sole and absolute discretion are
necessary.


 


2.3       Eligibility Commencement of Participation. Provided an individual selected to
participate in the Plan has met all enrollment requirements set forth in this
Plan and required by the Committee, including returning all required documents
to the Committee within 30 days of selection, that individual shall commence
participation in the Plan upon the timely completion of those requirements and
the Committee’s acceptance of all submitted documents. If a Participant’s
initial election to defer Compensation pursuant to Section 3.3 is not
received by the Committee within the required 30 day period, such Participant
shall not be eligible to participate in the Plan until the first day of the
Plan Year following the delivery to and acceptance by the Committee of the
required documents.


 


2.4       Termination of Participation and/or Deferrals. If the Committee determines in good faith
that a Participant no longer meets the requirement of Section 2.1 hereof,
the Committee shall have the right, in its sole discretion, to (i) terminate
any deferral election the Participant has made for the Plan Year in which the
Participant’s membership status changes, (ii) prevent the Participant from
making future deferral elections and/or (iii) terminate the Participant’s
participation in the Plan. The Participant’s Account Balance shall be
distributed in accordance with the Participant’s prior elections and any


 


5

















 


overriding provisions of the Plan. If the Committee
chooses not to terminate the Participant’s participation in the Plan, the Committee
may, in its sole discretion, reinstate the Participant to full Plan
participation at such time in the future as the Participant again meets the
requirements of Sections 2.1. In the event this Section 2.4 fails to meet
the limitations or requirements of Code, then this Section 2.4 shall be
modified by action of the Committee to the extent necessary to satisfy the
requirements of the Code inclusive of transitional relief provided with respect
to Code Section 409A.


 


ARTICLE 3



Deferral Commitment/Crediting of Gains,
Earnings, Losses, Etc.


 


3.1       Deferred Compensation


 


(a)           Minimum. For each Plan Year, a Participant may elect to defer Base Annual
Salary and/or Annual Bonus paid in respect of such Plan Year in the following
minimum amounts for each deferral elected:


 


	
  Deferral

  	
   

  	
  Minimum Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Annual Salary

  	
   

  	
  1

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Bonus

  	
   

  	
  1

  	
  %

  



 


If
no election is made, the amount deferred shall be zero.


 


(b)           Maximum. For each Plan Year, a Participant may elect to defer base salary
and/or Annual Bonus up to the following maximum amounts:


 


	
  Deferral

  	
   

  	
  Maximum Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Annual Salary

  	
   

  	
  60

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Bonus

  	
   

  	
  100

  	
  %

  



 


(c)           Short Plan Year. If a Participant first becomes a
Participant after the first day of a Plan Year, the minimum Base Annual Salary
and/or Annual Bonus deferral shall be an amount equal to the minimum set forth
above, multiplied by a fraction, the numerator of which is the number of
complete months remaining in the Plan Year and the denominator of which is 12.


 


3.2       Election to Defer Compensation. In connection with a Participant’s
commencement of participation in the Plan, the Participant shall make a
deferral election by delivering to the Committee a completed and signed
Deferral Election Form, which must be accepted by the Committee for a valid
election to exist. For each succeeding Plan Year, a new Election Form must
be delivered to the Committee, in accordance with its rule and procedures,
before the end of the Plan Year preceding the Plan Year for which the election
is made. If no Election Form is timely delivered for a Plan Year, no
Annual Deferral Amount shall be withheld for that Plan Year. However, in the
case of performance-based compensation based on services performed over a
period of at least 12 months, an election to defer such Annual Bonus
compensation may be made, subject to the discretion of the Company, no
later than 6


 


6

















 


months before the end of the performance-based
period assuming such election currently complies with the Code and transitional
relief offered thereunder.


 


3.3       Withholding of Deferral Amounts. For each Plan Year, the Base Annual Salary
portion of the Annual Deferral Amount shall be withheld each payroll period in
equal amounts from the Participant’s Base Annual Salary. The Annual Bonus portion
of the Annual Deferral Amount shall be withheld at the time the Annual Bonus is
or otherwise would be paid to the Participant. The Annual Deferral Amount shall
be credited to the Participant’s Elective Deferral Account. A Participant shall
at all times have a fully vested and non-forfeitable interest in his or her
Elective Deferral Account.


 


3.4       Company Contributions.


 


(a)           Discretionary Company Matching Contribution. Each Plan Year, the Company may, in its
sole discretion, but is not required to, make a Company Matching Contribution
on behalf of any or all Participants. Such Company Matching Contribution shall
be equal to a percentage of the Participant’s Annual Base Salary deferred and
the Participant’s Annual Bonus deferred for such year.


 


(b)           Discretionary Company Contribution. Each Plan Year, the Company, in its sole
discretion, may, but is not required to, credit any amount it desires to any
Participant’s Company Contribution Account under this Plan. The amount so
credited to a Participant may be smaller or larger than the amount
credited to any other Participant, and the amount credited to any Participant
for a Plan Year may be zero (0). The Discretionary Company Contribution,
if any, shall be credited as of the last day of a Plan Year. If a Participant
is not employed by an Employer as of the last day of a Plan Year other than by
reason of his or her Retirement, Disability or death while employed, the
Discretionary Company Contribution for that Plan Year shall be zero.


 


3.5       Selection of Deemed Investments. The Committee shall select the Deemed
Investments whose performance will measure the amounts to be credited under Section 3.6
to the Account Balances of Participants. The selection of Deemed Investments
shall be for bookkeeping purposes only, and the Company shall not be obligated
actually to invest any money in the Deemed Investments, or to acquire or
maintain any actual investment.


 


3.6       Crediting of Earnings, Gains, Losses, and
Changes in Value of Deemed Investments. The Committee shall determine, in its discretion, the exact times and
methods for crediting or charging each Participant’s Account Balance (and such
Participant’s Elective Deferral Account, Company Contribution Account, and any
Annual Deferral Amount paid as a In-Service Distribution under Section 4.1)
with the earnings on Deemed Investments. The Committee may, at any time, change
the timing or methods for crediting earnings to Annual Deferral Amounts, Company
Matching Contributions, Discretionary Company Contributions, and payments of
benefits and withdrawals under this Plan; provided, however, that the times and
methods for crediting or debiting such items in effect at any particular time
shall be uniform among all Participants and Beneficiaries.


 


3.7       FICA and Other Taxes. For each Plan Year in which a Participant
elects an Annual Deferral Amount, the Participant’s Employer(s) shall ratably
withhold from that portion of the Participant’s Base Annual Salary and/or Annual
Bonus that is not being deferred, the Participant’s share of FICA taxes on
deferred amounts and any other taxes, which may be required or appropriate.
If necessary, the Committee shall reduce the Annual Deferral Amount in order to
comply with this Section.


 


3.8       Vesting.


 


(a)           A Participant shall at all times be one hundred
percent (100%) vested in his or her Annual Deferral Amount and Elective
Deferral Account.


 


7

















 


(b)           A Participant shall be vested in his or her
Company Contribution Account, if any, in accordance with schedules established
by the Committee in its sole discretion which may vary among different
types of contributions held in a Participant’s Company Contribution Account.


 


(c)           Notwithstanding anything to the contrary
contained in this Section 3.8, in the event of a Change in Control,
Retirement, or death a Participant’s Company Contribution Account shall
immediately become one hundred percent (100%) vested (if it is not already
vested in accordance with the above vesting schedules).


 


(d)           Notwithstanding anything contained in this
Plan to the contrary, in the event that any payment or benefit to a Participant
or for a participant’s benefit paid or payable or distributed or distributable
pursuant to the terms of this Plan or otherwise in connection with, or arising
out of, a Change of Control, or any other event which constitutes a “change in
control” within the meaning of Section 280G of the Code (a “Payment” or “Payments”),
would be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then the benefits payable under this Plan shall be reduced
(but not below zero), but only to the extent necessary so that no portion of
the Payments shall be subject to the excise tax imposed by Section 4999 of
the Code (the “Section 4999 Limit”). Unless otherwise determined by the Committee
in its discretion, the Company shall reduce or eliminate the benefits payable
under this Plan by first reducing or eliminating those benefits beginning with
benefits which are to be paid the farthest in time from the Determination (as
hereinafter defined).


 


(i)            All determinations required to be made under
this Section 3.8(d) (each, a “Determination”) shall be made by the
Company. The calculations shall be provided to the Participant upon request
(provided that the Company or the Participant believe in good faith that any of
the Payments may be subject to the Excise Tax); provided, however, that if
the Company determines that no Excise tax is payable by the Participant with
respect to a Payment or Payments, Participant may request that a
nationally recognized accounting firm designated by the Company and reasonably acceptable
to the Participant (the “Accounting Firm”) furnish the Participant with an
opinion reasonably acceptable to the Participant that no Excise Tax will be imposed
with respect to any such Payment or Payments. Within ten (10) calendar
days of delivery of the Determination to the Participant, the Participant shall
have the right to dispute the Determination (the “Dispute”). The existence of
any Dispute shall not in any way affect the Participant’s right to receive the
benefits under this Plan in accordance with the Determination. If there is no
Dispute, the Determination by the Accounting Firm shall be final, binding, and
conclusive upon the Company and the Participant, subject to the application of Section 3.8(d)(ii).


 


(ii)           As a result of the uncertainty in the
application of Sections 409A, 4999 and 280G of the Code, it is possible that
the Payments either will have been made or will not have been made by the Company,
in either case in a manner inconsistent with the limitations provided in this Section 3.10(d) (an
“Excess Payment” or “Underpayment,” respectively). If it is established
pursuant to (i) a final determination of a court for which all appeals
have been taken and finally resolved or the time for all appeals has expired,
or (ii) an Internal Revenue Service (the “IRS”) proceeding which has been
finally and conclusively resolved, that an Excess Payment has been made, such
Excess Payment shall be deemed for all purposes to be a loan to the Participant
made on the date the Participant received the Excess Payment and the
Participant shall repay the Excess payment to the Company on demand, together
with interest on the Excess Payment to the Company on demand, together with
interest on the Excess Payment at one hundred twenty percent (120%) of the
applicable federal rate (as defined in Section 1274(d) of the Code)
compounded semi-annually from the date of the participant’s receipt of such Excess
Payment until the date of such repayment. If it is determined (i) by the
Accounting Firm, the Company (which shall include the position taken by the
Company, together with its consolidated group, on its federal income tax
return) or the IRS, (ii) pursuant to a determination by a court, or


 


8

















 


(iii) upon the resolution to the Participant’s satisfaction of the
Dispute, that an Underpayment has occurred, the Company shall pay an amount
equal to the Underpayment to the Participant within ten (10) calendar days
of such determination or resolution, together with interest on such amount at
one hundred twenty percent (120%) of the applicable federal rate compounded
semi-annually from the date such amount should have been paid to the Participant
pursuant to the terms of this Plan or otherwise, but for the operation of this Section 3.10(d),
until the date of payment.


 


ARTICLE 4



Unforeseeable Financial Emergencies


 


4.1       Withdrawal Payout/Suspensions for
Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency,
the Participant may petition the Committee to (a) suspend any
deferrals required to be made by a Participant and/or (b) receive partial
or full payout from the Plan. The payout shall not exceed the lesser of the
Participant’s Account Balance, calculated as if such Participant were receiving
a Termination Benefit, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency. If, subject to the sole and absolute
discretion of the Committee, the petition for a suspension and/or payout is
approved, suspension shall take effect upon the date of approval and any payout
shall be made within sixty (60) days of the date of approval. In the event this Section 4.1 fails to
meet the limitations or requirements of section 409A of the Code and
regulations promulgated thereunder, then this Section 4.1 shall be
modified by action of the Committee to the extent necessary to satisfy the
requirements of the Code and transitional relief provided
with respect to Code Section 409A.


 


ARTICLE 5



Retirement Benefit


 


5.1       Retirement Benefit. Subject to the Deduction Limitation, a
Participant who retires shall receive, as a Retirement Benefit, his or her
Account Balance.


 


5.2       Payment of Retirement Benefits. A Participant, in connection with
his or her commencement of Participation in the Plan, shall elect on an
Election Form to receive the Retirement Benefit in a lump sum or pursuant
to an Annual Installment Method over a period of up to 15 years, with the
portion of the Retirement Benefit which is yet to be distributed being credited
with earnings as set forth in Section 3.6. The Participant may change
this election to an allowable alternative payout period by submitting a new
Election Form to the Committee, provided that (i) any such Election Form is
submitted at least twelve (12) months prior to the Participant’s Retirement
(and complies with the Code and 409A transitional relief provided thereunder) (ii) the
election takes effect at least twelve (12) months after the date on which the
election is made and (iii) the first payment to which the election applies
must be deferred for a period of not less than five (5) years from the
date such payment would otherwise have been made; provided, however, no subsequent
change in the method of payout may be made to the extent such change
results in the acceleration of a distribution. For example, if a Participant
has elected an Annual Installment Method, the Participant may not submit a
new Election Form to the Committee to change the method of payment to a
lump sum. The Election Form most recently accepted by the Committee shall
govern the payout of the Retirement Benefit. The lump sum payment shall be
made, or installment payments shall commence, no later than sixty (60) days
from the date the Participant Retires. However,
if the Participant is a “Key Employee” as defined in Code Section 416(i),
as applied by Code Section 409A, and the stock of the Company is
publicly-traded, the Participant’s Retirement Benefit shall not be paid sooner
than six (6) months following the Participant’s separation of service as
it may be defined with reference to Section 409A of the Code and
transitional relief provided thereunder. Despite the foregoing, if the Participant’s Account Balance
at the time of his or her Retirement is less than


 


9

















 


$10,000,
payment of the Retirement Benefit will be made in a lump sum within 60 days
following Retirement. In the event this Section 5.2 fails to
meet the limitations or requirements of the Code and 409A transitional relief
provided thereunder, then this Section 5.2 shall be modified by action of
the Committee to the extent necessary to satisfy the requirements of the Code
and transitional relief provided with respect to Code Section 409A.


 


5.3       Death Prior to Completion of Retirement
Benefits. If a Participant
dies after Retirement but before the Retirement Benefit is paid in full, the
Participant’s unpaid Retirement Benefit payments shall continue and shall be
paid to the Participant’s Beneficiary over the remaining number of years and in
the same amounts as that benefit would have been paid to the Participant had
the Participant survived.


 


ARTICLE 6



Termination Benefit


 


6.1       Termination Benefits. Subject to the Deduction Limitation, if a
Participant experiences a Termination of Employment prior to his or her
Retirement, the Participant shall receive a Termination Benefit, which shall be
equal to the Participant’s vested Account Balance, valued as of the Termination
date and credited with earnings in accordance with Section 3.6.


 


6.2       Payment of Termination Benefit. A Participant’s Termination Benefit shall
be paid in a lump sum no later than sixty (60) days following the date of the
Participant’s Termination of Employment or pursuant to an Annual
Installment Method over a period of up to 15 years, with the portion of the
Termination Benefit which is yet to be distributed being credited with earnings
as set forth in Section 3.6. The
Participant may change this election to an allowable alternative payout
period by submitting a new Election Form to the Committee, provided that (i) any
such Election Form is submitted at least twelve (12) months prior to the
Participant’s Retirement (and complies with the Code and 409A transitional
relief provided thereunder) (ii) the election takes effect at least twelve
(12) months after the date on which the election is made and (iii) the
first payment to which the election applies must be deferred for a period of
not less than five (5) years from the date such payment would otherwise
have been made; provided, however, no subsequent change in the method of payout
may be made to the extent such change results in the acceleration of a
distribution. For example, if a Participant has elected an Annual Installment
Method, the Participant may not submit a new Election Form to the
Committee to change the method of payment to a lump sum. The Election Form most
recently accepted by the Committee shall govern the payout of the Termination
Benefit. The lump sum payment shall be made, or installment payments shall
commence, no later than sixty (60) days from the date the Participant
Terminates.


 


6.3       Death Prior to Completion of Termination
Benefits. If a Participant
dies after Termination of Employment, but before the Termination Benefit is
paid, the Participant’s unpaid Termination Benefit shall be paid to the
Participant’s Beneficiary.


 


ARTICLE 7


 


Survivor Benefit


 


7.1       Survivor
Benefit. If a Participant dies before he or she Retires or Terminates, the
Participant’s Beneficiary shall receive a Survivor Benefit equal to the
Participant’s Account Balance.


 


10

















 


7.2       Payment
of Survivor Benefits. The Survivor Benefit shall be paid in the payment
period previously elected by the Participant for payment of the Retirement or
Termination Benefit. The first (or only payment, if made in lump sum) shall be
made within sixty (60) days of the Committee’s receiving proof of the
Participant’s death.


 


ARTICLE 8



Change In Control Benefit


 


8.1       Change In Control. Notwithstanding anything herein to the
contrary, upon a Change in Control of the Employer, each Participant shall
become fully vested in his or her Account Balance.


 


ARTICLE 9



Disability Waiver and Benefit


 


9.1       Disability Waiver.


 


(a)           Eligibility. By participating in the Plan, all Participants are eligible for this
waiver.


 


(b)           Waiver of Deferral: Credit for Plan Year of
Disability. A Participant
who is determined by the Committee to be suffering from a Disability shall be
excused from fulfilling that portion of the Annual Deferral Amount commitment
that would otherwise have been withheld from a Participant’s Base Annual Salary
and/or Annual Bonus for the Plan Year during which the Participant first suffers
a Disability. During the period of Disability, the Participant shall not be
allowed to make any additional deferral elections.


 


(c)           Return to Work. If a Participant returns to employment with
an Employer after a Disability ceases, the Participant may elect to defer
an Annual Deferral Amount for the Plan Year following his or her return to
employment and for every Plan Year thereafter while a Participant in the Plan;
provided such deferral elections are otherwise allowed and an Election Form is
delivered to and accepted by the Committee for each such election in accordance
with Section 3.3 above.


 


9.2       Benefit Eligibility. A Participant suffering a Disability shall,
for benefit purposes under this Plan but subject to Section 9.1, above,
continue to be considered to be employed and shall be eligible for the benefits
provided for in Articles 4, 5, 6, and 7 in accordance with the provisions of
those Articles. Notwithstanding the above, the Committee shall have the right,
in its sole and absolute discretion and for purposes of this Plan only, to deem
a Participant’s employment or service terminated for purposes of this Plan at
any time after such Participant is determined to be permanently and totally
disabled under the Employer’s long-term disability plan or would have been
determined to be permanently and totally disabled had he or she participated in
such plan.


 


9.3       Nonqualified Deferred
Compensation Plan Rules. In the event this Article 9
fails to meet the limitations or requirements of the Code, inclusive of transitional
relief provided under Section 409A, then this Article 9 shall be
modified by action of the Committee to the extent necessary to satisfy the
requirements of the Code.


 


11

















 


ARTICLE 10



Beneficiary Designation


 


10.1     Beneficiary. Each Participant shall have the right, at any time, to designate his
or her Beneficiary (both primary as well as contingent) to receive any benefits
payable under the Plan to a Beneficiary upon the death of a Participant. The
Beneficiary designated under this Plan may be the same as or different
from the Beneficiary designation under any other plan of an Employer in which
the Participant participates.


 


10.2     Beneficiary Designation; Change; Spousal
Consent. A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated agent. A
Participant shall have the right to change a Beneficiary by completing,
signing, and otherwise complying with the terms of the Beneficiary Designation Form and
the Committee’s rules and procedures, as in effect from time to time. Where
required by law or by the Committee, in its sole and absolute discretion, if
the Participant names someone other than his or her spouse as a Beneficiary, a
spousal consent, in the form designated by the Committee, must be signed
by that Participant’s spouse and returned to the Committee. Upon the acceptance
by the Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Committee shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.


 


10.3     Acknowledgement. No designation or change in designation of
a Beneficiary shall be effective until received, accepted and acknowledged in
writing by the Committee or its designated agent.


 


10.4     No
Beneficiary Designation. If a Participant fails to designate a Beneficiary
as provided in Sections 10.1, 10.2, and 10.3 above, or, if all designated
Beneficiaries predecease the Participant or die prior to complete distribution
of the Participant’s benefits, then the Participant’s designated Beneficiary
shall be his or her surviving spouse. If the Participant has no surviving
spouse, the benefits remaining under the Plan shall be paid to the Participant’s
children (including adopted children) per stirpes or if there are no children,
to the Participant’s estate.


 


10.5     Doubt as to Beneficiary. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its sole and absolute discretion, to cause
the Participant’s Employer to withhold such payments until this matter is
resolved to the Committee’s satisfaction.


 


10.6     Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the Committee
from all further obligations under this Plan with respect to the Participant,
and that Participant’s Plan Agreement shall terminate upon such full payment of
benefits.


 


ARTICLE 11



Leave of Absence


 


11.1     Paid leave of Absence. If a Participant is authorized by the
Participant’s Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant shall continue to be considered
actively employed by or in the service of the Employer for purposes hereof and
the Annual Deferral Amount shall continue to be withheld during such paid leave
of absence in accordance with Section 3.3.


 


12

















 


11.2     Unpaid Leave of Absence. If a Participant is authorized by the
Participant’s Employer for any reason to take an unpaid leave of absence from
the employment of the Employer, the Participant shall continue to be considered
actively employed by the Employer for purposes hereof. Upon the earlier of the
date the leave of absence expires or the date the Participant returns to paid
employment, deferrals shall resume for the remaining portion of the Plan Year
in which the expiration or return occurs, based on the deferral election, if
any, made for that Plan Year. If no election was made for that Plan Year, no
deferral shall be withheld for the remainder of the Plan Year.


 


ARTICLE 12



Termination, Amendment, or Modification


 


12.1     Termination. Each Employer reserves the right to terminate the Plan at any time
with respect to Participants employed by the Employer. Upon the termination of
the Plan the Participant’s Account Balance shall be paid out in accordance with
the Participant’s prior elections and any overriding provisions of the Plan. Notwithstanding
the foregoing, upon and for twelve months following the occurrence of a Change
in Control, an Employer shall have the right, in its sole and absolute
discretion, to terminate the Plan and, notwithstanding any elections made by
the Participants, to pay all such benefits in a lump sum, subject to the
limitations of the Code and transitional relief provided with respect to Code Section 409A.


 


12.2     Amendment. Any Employer may, at any time, amend or modify the Plan in whole or
in part with respect to that Employer; provided, however, that no
amendment or modification shall be effective to decrease a Participant’s
Account Balance at the time of such amendment, calculated as though the
Participant had experienced a Termination of Employment as of the effective
date of the amendment or modification, or, if the amendment or modification
occurs after the date upon which the Participant was eligible to Retire, the
Participant had Retired as of the effective date of the amendment or
modification. In addition, no amendment or modification of the Plan shall
affect the right of any Participant or Beneficiary who was eligible to or did
Retire on or before the effective date of such amendment or modification to
receive benefits in the manner he or she elected. However, no such amendment
shall violate the limitations of the Code and transitional relief provided with
respect to Code Section 409A.


 


12.3     Effect of Payment. The full payment of the applicable benefit
under Articles 4, 5, 6, or 7 of the Plan shall completely discharge all
obligations to a Participant under this Plan and the Participant’s Plan
Agreement shall terminate.


 


ARTICLE 13



Administration


 


13.1     Committee Duties. This Plan shall be administered by a Committee,
to be known as the Millennium Pharmaceuticals, Inc., Deferred Compensation Plan Committee, which
shall consist of individuals approved by the Board, or, after the occurrence of
a Change in Control, a third party who, before the occurrence of such Change in
Control, was appointed by the Board or to act as the Plan Administrator in the
event of a Change in Control, and accepted such appointment. Members of the Committee
may be Participants under this Plan. The Committee shall also have the
discretion and authority to make, amend, interpret, and enforce all appropriate
rules and regulations for the administration of this Plan and decide or
resolve any and all questions, including but not limited to,


 


13

















 


interpretations of this Plan and entitlement to or
amount of benefits under this Plan, as may arise in connection with the
Plan. Any Committee member must recuse himself or herself on any matter of
personal interest to such member that comes before the Committee.


 


13.2     Agents. In the administration of this Plan, the Committee may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit and may from time to time consult with counsel who may be counsel
to any Employer.


 


13.3     Binding Effect of Decisions. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Plan.


 


13.4     Indemnity of Committee. All Employers shall indemnify and hold
harmless the members of the Committee against any and all claims, losses,
damages, expenses, or liabilities arising from any action or failure to act
with respect to this Plan, except in the case of gross negligence or willful
misconduct by the Committee or any of its members.


 


13.5     Employer Information. To enable the Committee to perform its
functions, each Employer shall supply full and timely information to the Committee
on all matters relating to the compensation of its Participants, the date and circumstances
of the Retirement, Disability, death or Termination of Employment of its
Participants, and such other pertinent information as the Committee may reasonably
require.


 


ARTICLE 14


 


Administration Upon Change
in Control


 


14.1 Committee. For
purposes of this Plan, the Committee shall be the administrator at all times
prior to the occurrence of a Change in Control. Upon and after the occurrence
of a Change in Control, the administrator shall be an independent third party
selected by the individual who, immediately prior to such event, was the
Company’s CEO or, if not so identified, the Company’s highest ranking officer
(the “Ex-CEO”); provided, however, the Committee, as constituted immediately
prior to a Change in Control, shall continue to act as the administrator of
this Plan until the date on which the independent third party selected by the Ex-CEO
accepts the responsibilities of administrator under this Plan. Upon and after a
Change in Control, the administrator shall have the discretionary power to
determine all questions arising in connection with the administration of the
Plan and the interpretation of the Plan and Trust except benefit entitlement
determinations upon appeal; provided, however, upon and after the occurrence of
a Change in Control, the administrator shall have no power to direct the
investment of Plan or Trust assets or select any investment manager or
custodial firm for the Plan or Trust. Upon and after the occurrence of a Change
in Control, the Company must: (1) pay all reasonable administrative
expenses and fees of the administrator; (2) indemnify the administrator
against any costs, expenses and liabilities including, without limitation,
attorney’s fees and expenses arising in connection with the performance of the administrator
hereunder, except with respect to matters resulting from the gross negligence
or willful misconduct of the administrator or its employees or agents; and (3) supply
full and timely information to the administrator on all matters relating to the
Plan, the Trust, the Participants and their Beneficiaries, the Account Balances
of the Participants, the date and circumstances of the Disability, death or
Termination of Employment of the Participants, and such other pertinent
information as the administrator may reasonably require. Upon and after a
Change in Control, the administrator may only be terminated (and a
replacement appointed) by the Ex-CEO prior to the Change in Control. Upon and
after a Change in Control, the administrator may not be terminated by the
Company.


 


14

















 


14.2 Benefit Review Committee.
Upon and after the occurrence of a Change in Control, the Benefits Review Committee,
as constituted immediately prior to a Change in Control, shall continue to
review denied claims as provided in Article 14 of this Plan. In the event
any member of the Benefits Review Committee resigns or is unable to perform the
duties of a member of the Benefits Review Committee, successors to such members
shall be selected by the Ex-CEO. Upon and after a Change in Control, the
Benefits Review Committee shall have the discretionary power and authority to
determine all questions arising in connection with the review of a denied claim
as provided in Section 15.3. Upon and after the occurrence of a Change in
Control, the Company must: (1) pay all reasonable administrative expenses
and fees of the Benefits Review Committee; (2) indemnify the Benefits
Review Committee against any costs, expenses and liabilities including, without
limitation, attorney’s fees and expenses arising in connection with the
performance of the Benefits Review Committee hereunder, except with respect to
matters resulting from the gross negligence or willful misconduct of the
Benefits Review Committee or its employees or agents; and (3) supply full
and timely information to the Benefits Review Committee on all matters relating
to the Plan, the Trust, the Participants and their Beneficiaries, the Account
Balances of the Participants, the date and circumstances of the Disability,
death or Termination of Employment of the Participants, and such other
pertinent information as the Benefits Review Committee may reasonably
require. Upon and after a Change in Control, a member of the Benefits Review Committee
may not be removed by the Company but may only be removed (and a
replacement appointed) by the Ex-CEO.


 


ARTICLE 15



Claims Procedure


 


15.1     Presentation of Claim. Any Participant or Beneficiary of a
deceased Participant (such Participant or Beneficiary being referred to below
as a “Claimant”) may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan. If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within sixty (60) days after such notice was
received by the Claimant. The claim must state with particularity the
determination desired by the Claimant. All other claims must be made within one
hundred eighty (180) days of the date on which the event that caused the claim
to arise occurred.


 


15.2     Notification of Decision. The Committee shall consider a Claimant’s
claim within a reasonable time, and shall notify the Claimant in writing but
not later than ninety (90) days (one hundred eighty (180) days if the Committee
determines special circumstances apply):


 


(a)           That the Claimant’s requested determination
has been made, and that the claim has been allowed in full; or


 


(b)           That the Committee has reached a conclusion
contrary, in whole or in part, to the Claimant’s requested determination, and
such notice must set forth in a manner calculated to be understood by the
Claimant:


 


(i)            the specific reason(s) for the denial if the
claim, or any part of it;


 


(ii)           specific reference(s) to pertinent provisions
of the Plan upon which such denial was based;


 


(iii)          a description of any additional material or
information necessary for the Claimant to perfect the claim, and an explanation
of why such material or information is necessary; and


 


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(iv)          an explanation of the claim review procedure
set forth in Section 15.3 below.


 


15.3     Review of a Denied Claim. Within sixty (60) days after receiving a
notice from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant’s duly authorized representative) may file with
the Committee a written request for a review of the denial of the claim. Thereafter,
the Claimant (or the Claimant’s duly authorized representative):


 


(a)           may review pertinent documents;


 


(b)           may submit written comments or other
documents;


 


(c)           may request a hearing, which the Committee,
in its sole discretion, may grant; and


 


(d)           will be provided, upon request, reasonable
access to, and copies of, all documents, records and other information relevant
to the Claimant’s claim.


 


The Committee will provide a
decision on review within sixty (60) days following the filing, or one hundred
twenty (120) days if special circumstances exist.


 


15.4     Decision on Review. The Committee shall render its decision on
review promptly, and not later than sixty (60) days after the filing of a
written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the Committee’s
decision must be rendered within one hundred twenty (120) days after such date.
Such decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:


 


(a)           specific reasons for the decision;


 


(b)           specific reference(s) to the pertinent Plan
provisions upon which the decision was based; and


 


(c)           such other matters as the Committee deems
relevant.


 


15.5     Legal Action. A Claimant’s compliance with the foregoing
provisions of this Article 15 is a mandatory prerequisite to a Claimant’s
right to commence any arbitration proceeding with respect to any claim for
benefits under this Plan.


 


15.6     Arbitration. Any claim or controversy between Millennium and a Participant or Beneficiary which the
parties are unable to resolve themselves, and which is not resolved through the
claims procedure set forth in Article 15, including any claim arising out
of a Participant’s employment or the termination of that employment, and
including any claim arising out of, connected with, or related to the
formation, interpretation, performance, or breach of any provision of this
Plan, and any claim or dispute as to whether a claim is subject to arbitration,
shall be submitted to and resolved exclusively by expedited binding arbitration
by a single arbitrator in accordance with the following procedures:


 


(a)           In the event of a claim or controversy
subject to this arbitration provision, the complaining party shall promptly
send written notice to the other party identifying the matter in dispute and
the proposed remedy. Following the giving of such notice, the parties shall
meet and attempt in good faith to resolve the matter. In the event the parties
are unable to resolve the matter within twenty one (21) days, the parties shall
meet and attempt in good faith to select a single arbitrator acceptable to both
parties. If a single arbitrator is not selected by mutual consent within ten (10) business
days following the giving of the written notice of dispute, an arbitrator shall
be selected from a list of nine persons each of


 


16

















 


whom shall be an attorney who is either engaged in
the active practice of law or a recognized arbitrator and who, in either event,
is experienced in serving as an arbitrator in disputes between employers and
employees, which list shall be provided by the main office of either JAMS, the
American Arbitration Association (“AAA”) or the Federal Mediation and
Conciliation Service. If, within three business days of the parties’ receipt of
such list, the parties are unable to agree upon an arbitrator from the list,
then the parties shall each strike names alternatively from the list, with the
first to strike being determined by the flip of a coin. After each party has
had four strikes, the remaining name on the list shall be the arbitrator. If
such person is unable to serve for any reason, the parties shall repeat this
process until an arbitrator is selected.


 


(b)           Unless the parties agree otherwise, within
sixty (60) days of the selection of the arbitrator, a hearing shall be
conducted before such arbitrator at a time and a place agreed upon by the
parties. In the event the parties are unable to agree upon the time or place of
the arbitration, the time and place shall be designated by the arbitrator after
consultation with the parties. Within thirty (30) days of the conclusion of the
arbitration hearing, the arbitrator shall issue an award, accompanied by a
written decision explaining the basis for the arbitrator’s award.


 


(c)           In any arbitration hereunder, the Company
shall pay all administrative fees of the arbitration and all fees of the
arbitrator. Each party shall pay its own attorneys’ fees, costs, and expenses,
unless the arbitrator orders otherwise. The prevailing party in such
arbitration, as determined by the arbitrator, and in any enforcement or other
court proceedings, shall be entitled, to the extent permitted by law, to
reimbursement from the other party for all of the prevailing party’s costs
(including but not limited to the arbitrator’s compensation), expenses, and
attorneys’ fees. The arbitrator shall have no authority to add to or to modify
this Plan, shall apply all applicable law, and shall have no lesser and no
greater remedial authority than would a court of law resolving the same claim
or controversy. The arbitrator shall, upon an appropriate motion, dismiss any
claim without an evidentiary hearing if the party bringing the motion
establishes that it would be entitled to summary judgment if the matter had
been pursued in court litigation. The parties shall be entitled to discovery as
follows. Each party may take no more than three depositions. Company may depose
the Participant or Beneficiary plus two other witnesses, and Participant or
Beneficiary may depose Company, within the meaning of Rule 30(b)(6) of
the Federal Rules of Civil Procedure, plus two other witnesses. Each party
may make such reasonable document discovery requests as are allowed in the
discretion of the arbitrator.


 


(d)           The decision of the arbitrator shall be
final, binding, and non-appealable, and may be enforced as a final
judgment in any court of competent jurisdiction.


 


(e)           This arbitration provision of the Plan shall
extend to claims against any parent, Subsidiary, or affiliate of each party,
and, when acting within such capacity, any officer, director, shareholder,
Participant, Beneficiary, or agent of each party, or of any of the above, and
shall apply as well to claims arising out of state and federal statutes and
local ordinances as well as to claims arising under the common law or under
this Plan.


 


(f)            Notwithstanding the foregoing, and unless
otherwise agreed between the parties, either party may, in an appropriate
matter, apply to a court for provisional relief, including a temporary
restraining order or preliminary injunction, on the ground that the arbitration
award to which the applicant may be entitled may be rendered
ineffectual without provisional relief.


 


(g)           Any arbitration hereunder shall be conducted
in accordance with the Federal Arbitration Act; provided, however, that, in the
event of any inconsistency between the rules and procedures of the Act and
the terms of this Plan, the terms of this Plan shall prevail.


 


(h)           If any of the provisions of this Section 15.6
are determined to be unlawful or otherwise unenforceable, in whole or in part,
such determination shall not affect the validity of the


 


17

















 


remainder of this Section 15.6, and this Section 15.6
shall be reformed to the extent necessary to carry out its provisions to the
greatest extent possible and to insure that the resolution of all conflicts
between the parties, including those arising out of statutory claims, shall be
resolved by neutral, binding arbitration. If a court should find that the
provisions of this Section 15.6 are not absolutely binding, then the
parties intend any arbitration decision and award to be fully admissible in
evidence in any subsequent action, given great weight by any finder of fact,
and treated as determinative to the maximum extent permitted by law.


 


(i)            The parties do not agree to arbitrate any
putative class action or any other representative action. The parties
agree to arbitrate only the claim(s) of a single Participant.


 


ARTICLE 16



Trust


 


16.1     Establishment of Trust. The Company shall establish the Trust, and
the Employer(s) shall transfer over to the Trust such assets, if any, as the Committee
determines, from time to time and in its sole discretion, are appropriate.


 


16.2     Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the
rights of a Participant to receive distributions pursuant to the Plan. The
provisions of the Trust shall govern the rights of the Participant and the
creditors of the Employers to the assets transferred to the Trust. The Employer(s)
shall at all times remain liable to carry out their obligations under the Plan.
The Employers’ obligations under the Plan may be satisfied with Trust
assets distributed pursuant to the terms of the Trust. Any such distribution
shall reduce the Employer’s obligations under this Agreement.


 


ARTICLE 17



Miscellaneous


 


17.1     Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable right, interest
or claim in any property or assets of an Employer. Any and all of an Employer’s
assets shall be, and remain, the general, un-pledged, and unrestricted assets
of the Employer. An Employer’s obligation under the Plan shall be merely that
of an unfunded and unsecured promise to pay money in the future and the sole
interest of a Participant and a Participant’s beneficiaries shall be as an
unsecured general creditor of the Company and any Employer.


 


17.2     Employer’s Liability. An Employer’s liability for the payment of
benefits shall be defined only by the Plan. An Employer shall have no
obligation to a Participant under the Plan except as expressly provided in the
Plan.


 


17.3     Non-Assignability. Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage, or otherwise encumber, transfer, hypothecate, or convey in advance of
actual receipt, the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are expressly declared to be un-assignable
and non-transferable. No part of the amounts payable shall, prior to
actual payments be subject to seizure or sequestration for the payment of any
debts, judgments, alimony, or separate maintenance owed by a Participant or any
other person, nor be transferable by operation of law in the event of a
Participant’s or any other person’s bankruptcy or insolvency.


 


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17.4     Coordination with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s Employer. The Plan shall supplement and shall not supersede,
modify, or amend any other such plan or program except as may otherwise be
expressly provided.


 


17.5     Not a Contract of Employment. The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer and
the Participant. Such employment is hereby acknowledged to be an “at will”
employment relationship that can be terminated at any time for any reason, with
or without cause, unless expressly provided in a written employment agreement. Nothing
in this Plan shall be deemed to give a Participant the right to be retained in
the service of any Employer, either as an employee or a director, or to
interfere with the right of any Employer to discipline, demote, discharge or
change the terms of employment at any time, with or without cause, of the
Participant at any time.


 


17.6     Furnishing Information. A Participant or his or her Beneficiary
will cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested
in order to facilitate the administration of the Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.


 


17.7     Terms. Whenever any words are used herein in the singular or in the plural,
they shall be construed as though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply. The masculine
pronoun shall be deemed to include the feminine and vice versa,
unless the context clearly indicates otherwise.


 


17.8     Captions. The captions of the articles, sections, and paragraphs of this Plan
are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.


 


17.9     Governing Law. Subject to ERISA, the provisions of this
Plan shall be construed and interpreted according to the laws of the State of Delaware.


 


17.10   Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent
by registered or certified mail to:


 


Millennium Pharmaceuticals, Inc.



Benefits


40 Landsdowne Street,


Cambridge, MA 02139


 


Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.


 


Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or sent
by, mail, to the last known address of the Participant.


 


17.11   Successors. The provisions of this Plan shall bind and inure to the benefit of
the Participant’s Employer and its successors and assigns and the Participant,
the Participant’s Beneficiaries, and their permitted successors and assigns.


 


17.12   Spouse’s Interest. A Participant’s Beneficiary
designation shall be deemed automatically revoked if the Participant names a
spouse as Beneficiary and the marriage is later dissolved or the spouse dies. Without
limiting the generality of the foregoing, the interest in the benefits
hereunder of a spouse of


 


19

















 


a
Participant who has predeceased the Participant or whose marriage with the
Participant has been dissolved shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not
limited to such spouse’s will, or under the laws of intestate succession. Notwithstanding
the above, nothing herein is intended to preclude compliance with a valid
domestic relations order that meets the qualifications of at Qualified Domestic
Relations Order as defined in ERISA.


 


17.13   Validity. In case any provision of this Plan shall be illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal or
invalid provision had never been inserted herein.


 


17.14   Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent or to a
person incapable of handling the disposition of that person’s property, the Committee
may direct payment of such benefit to the guardian, legal representative,
or person having the care and custody of such minor, incompetent, or incapable
person. The Committee may require proof of minority, incompetency,
incapacity, or guardianship, as it may deem appropriate prior to
distribution of the benefit. Any payment of a benefit shall be a payment for
the account of the Participant and the Participant’s Beneficiary, as the case may be,
and shall be a complete discharge of any liability under the Plan for such
payment amount.


 


17.15   Court Order. The Committee is authorized to make any payments directed by court
order in any action in which the Plan or Committee has been named as a party.


 


17.16   Legal Fees To Enforce Rights After Change in
Control.  The Company
is aware that upon the occurrence of a Change in Control, the Board (which
might then be composed of new members) or a shareholder of the Company, or of
any successor corporation might then cause or attempt to cause the Company or
such successor to refuse to comply with its obligations under the Plan and
might cause or attempt to cause the Company to institute, or may institute,
litigation seeking to deny Participants the benefits intended under the Plan. In
these circumstances, the purpose of the Plan could be frustrated. Accordingly,
if, following a Change in Control, it should appear to any Participant that the
Company or its Employer has failed to comply with any of its obligations under
the Plan or any agreement thereunder or, if the Company or any other person
takes any action to declare the Plan void or unenforceable or institutes any
litigation or other legal action designed to deny, diminish or to recover from
any Participant the benefits intended to be provided, then the Company
irrevocably authorizes such Participant to retain counsel of his or her choice
at the expense of the Company to represent such Participant in connection with
the initiation or defense of any litigation or other legal action, whether by
or against the Company or any director, officer, shareholder or other person
affiliated with the Company or any successor thereto in any jurisdiction.


 


IN WITNESS WHEREOF, the Company
has signed this Plan Document as of March 3, 2006.


 


 


	
   

  	
  Millennium Pharmaceuticals, Inc.

  
	
   

  	
   

  
	
   

  	
  a Delaware corporation.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laurie B. Keating

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  	
   

  
					



 


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