exv10w1






Exhibit 10.1




M E M O R A N D U M




	 	 	 
	To:

	 	Board of Directors
	From:

	 	Bob Licht
	Date:

	 	July 15, 2008
	Subject:

	 	Director Fees and Expenses





The following is a summary of the retainers and meeting fees payable to directors effective July 1,
2008.




Retainers and Fees




     Annual Retainers



	 	 	 	 	 
	$	35,000	 	 	Board retainer

	$	20,000	 	 	additional annual retainer for chair of Finance and Audit Committee

	$	5,000	 	 	additional annual retainer for members of Finance and Audit Committee (other than Chair)

	$	15,000	 	 	additional annual retainer for chairs of Corporate Governance Committee, Compensation and
Management Development Committee and
Transaction Committee

	$	60,000	 	 	additional annual retainer for Chairman of the Board






Annual retainers will be paid in four equal quarterly installments.




     Meeting Fees



	 	 	 	 	 
	$	2,500	 	 	each Board meeting attended (in person or by videoconference)

	$	1,500	 	 	each Board meeting attended (by teleconference)

	$	1,500	 	 	each committee meeting attended (in person or by teleconference)






Meeting fees will be paid for attendance at formal meetings of the Board or its committees, i.e.,
those for which meeting minutes are prepared. Meeting fees will not be paid for informal
gatherings of directors.




     Special Service Fee (extraordinary)



	 	 	 	 	 
	$	1,000	 	 	each full day of service







The special service fee is for a full day of service, excluding services (and travel) relating to
Board or committee meetings, at the request of the Board or the Company and which involves
extensive travel by a director. It is expected that situations for which a special service fee is
due will be infrequent.



 









 




Retainers and fees will be paid shortly following the end of each calendar quarter (or, with
respect to the fourth calendar quarter, by the end of the year). Each payment will be accompanied
by a schedule explaining how the payment was calculated. Retainers are calculated on the basis of
the position held at the beginning of the calendar quarter for which payment is to be made.



Payments of retainers and fees will be reported to the IRS on Form 1099 as income, unless the
payments are made to qualifying deferred compensation accounts previously established by directors.



Expenses



The Company will reimburse directors for all reasonable out-of-pocket expenses associated with
their duties as directors, including travel to and from Board and committee meetings. The expenses
of spouses and significant others will be reimbursed when directors’ spouses and significant others
are invited to attend Company events with directors.



Expenses will be reimbursed when submitted. Expense reports, including receipts or other
supporting documentation, should be sent to the Company’s accounts payable department (attn.
Drew Gollerkeri). If you would like to fax the expense report to expedite the approval process,
please fax it to Bob Licht at 866-819-5288.



Reimbursement for directors’ expenses usually will not be reported to the IRS as income.
Reimbursement for travel expenses of others will be reported to the IRS as income, and
reimbursement for certain other expenses (for example a program that does not meet IRS guidelines)
may also be reportable as income.



Questions



Questions about retainers, fees and expenses may be addressed to the following individuals:



Bob Licht (retainers and fees, including special service fee)

Vice President, Chief Corporation Counsel

Biogen Idec Inc.

14 Cambridge Center

Cambridge, MA 02142

Tel. (617) 679-3662

E-mail: bob.licht@biogenidec.com



Drew Gollerkeri (expenses)

Associate Director, Accounts Payable

Biogen Idec Inc.

14 Cambridge Center

Cambridge, MA 02142

Tel. (617) 679-3818

E-mail:  drew.gollerkeri@biogenidec.com




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