exv10w2






Exhibit 10.2




M E M O R A N D U M




	 	 	 

	To:

	 	Board of Directors
	From:

	 	Bob Licht
	Date:

	 	July 5, 2011
	Subject:

	 	Director Fees and Expenses





The following is a summary of the retainers and meeting fees payable to directors effective July 1,
2011.




Retainers and Fees




Annual Retainers




	 	 	 

	$50,000

	 	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
Science and Technology 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 or Board update calls.




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 Carol Caouette. If you would like to fax the expense
report to expedite the approval process, you may fax it to Carol Caouette at 781 899 3970.



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:



Bob Licht

Senior Vice President, Chief Corporation Counsel

Biogen Idec Inc.

133 Boston Post Road

Weston, MA 02493

Tel. (781) 464-2005

E-mail: bob.licht@biogenidec.com





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