exv10w1








Exhibit 10.1




Name, Employee ID

Work Country




RESTRICTED STOCK UNIT AWARD AGREEMENT




GRANTED UNDER




BIOGEN IDEC INC. 2008 OMNIBUS EQUITY PLAN




1. Grant of Restricted Stock Units



     Biogen Idec Inc. (the “Company”) hereby grants on [     ] (the “Grant Date”) to
                    , an employee of the Company or its Affiliates (the “Participant”) pursuant to the
Biogen Idec Inc. 2008 Omnibus Equity Plan (the “Plan”) (                    ) restricted stock units (the
“RSUs” or the “Award”), subject to the terms and conditions of this award agreement (“Agreement”)
and the Plan. No RSU shall be paid unless vested in accordance with this Agreement. The
Participant’s rights to the RSUs granted pursuant to this Agreement are subject to the restrictions
described in this Agreement and the Plan, in addition to such other restrictions, if any, as may be
imposed by law. All initially capitalized terms used will have the meaning specified in the Plan,
unless another meaning is specified in this Agreement.



2. Vesting





A. The Participant shall have a nonforfeitable right to a portion of this Award (such
portion, the vested portion) only upon the dates described in this Section 2, except as
otherwise provided herein or determined by the Committee in its sole discretion. No portion
of any Award shall become vested on the vesting date unless the Participant is then, and
since the Grant Date has continuously been, employed by the Company or any Affiliate. If
the Participant ceases to be employed by the Company and its Affiliates for any reason, any
then-outstanding and unvested portion of the Award shall be automatically and immediately
forfeited and terminated, except as otherwise provided in this Agreement and the Plan.




B. This Award will become vested in the following installments (the “Vesting
Period”):



[vesting schedule].





C. Except as otherwise provided in the Plan, upon termination of the Participant’s
employment with the Company and its Affiliates for any reason, any portion of this Award
that is not then vested will promptly terminate, except as follows:




     (1) any portion of this Award held by the Participant immediately prior to the
Participant’s termination of employment on account of death or Disability will, to
the extent not vested previously, become fully vested upon the Participant’s death
or Disability; and




     (2) any portion of this Award held by the Participant immediately prior to the
Participant’s Retirement, to the extent not vested previously, will become fully
vested for fifty percent (50%) of the number of shares covered by such unvested
portion and for an additional ten percent (10%) of the number of shares covered by
such unvested portion for every full year of employment by the Company and its
Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion
of this Award. For the avoidance of doubt, Retirement means the Participant’s
termination from the Company and its Affiliates after reaching age 55 with ten (10)
full years of service with the Company or its Affiliates, but not including any
termination For Cause or any termination for insufficient performance, as determined
by the Company and its Affiliates.




D. Notwithstanding anything herein to the contrary, any portion of this Award held by a
Participant or a Participant’s permitted transferee immediately prior to the cessation of
the Participant’s employment For Cause shall terminate at the commencement of business on
the date of such termination.



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Name, Employee ID

Work Country





3. Payment of Award





	 	A.	 	     With respect to a Participant who is not eligible for Retirement, within 30 days
following the date on which an RSU becomes vested, the Company shall issue to the
Participant, subject to applicable withholding as discussed in Section 7 of this Agreement,
one share of common stock of the Company (“Common Stock”) in satisfaction of each vested
RSU.
	 
	 	B.	 	     With respect to a Participant who is or becomes eligible for Retirement at any time
during the Vesting Period, the Company shall issue to the Participant, subject to
applicable withholding as described in Section 7 of this Agreement, one share of Common
Stock for each vested RSU within 30 days of the earliest of (i) the date the RSU otherwise
would have vested under Section 2.B. of this Agreement, (ii) the date on which the
Participant experiences a separation from service (within the meaning of Section 409A),
subject to Section 3.C. of this Agreement or (iii) the date on which a Covered Transaction
that satisfies the definition of a “change in control event” under Section 409A occurs.
	 
	 	C.	 	     If you are a “specified employee” (as defined in Section 409A) you will be paid on the
earlier of (i) the date which is six months after you separate from service (within the
meaning of Section 409A) or (ii) your date of death. The preceding sentence will not
apply to any payments that are exempt from or are not subject to the requirements of
Section 409A. For avoidance of doubt, if payments would be made under Section 3.B.(i) or
Section 3.B.(iii) before the six month payment date on account of other than your
separation from service, such payment will be made under Section 3.B.(i) or Section
3.B.(iii) as applicable.





4. Cancellation and Rescission of Awards



          The Committee may cancel, rescind, withhold or otherwise limit or restrict this Award prior to
payment at any time if the Participant is not in compliance with all applicable provisions of this
Agreement and the Plan, or if the Participant engages in any Detrimental Activity.



5. No Voting Rights/Dividends



          The Award shall not be interpreted to bestow upon the Participant any equity interest or
ownership in the Company or any Affiliate prior to the date on which the Company delivers to the
Participant shares of Common Stock. The Participant is not entitled to vote any Common Stock by
reason of the granting of this Award or to receive or be credited with any dividends declared and
payable on any share of Common Stock underlying this Award prior to the payment date with respect
to such share.



6. Unfunded Status



          The obligations of the Company hereunder shall be contractual only. The Participant shall
rely solely on the unsecured promise of the Company and nothing herein shall be construed to give
the Participant or any other person or persons any right, title, interest or claim in or to any
specific asset, fund, reserve, account or property of any kind whatsoever owned by the Company or
any Affiliate.



7. Withholding



          If statutory withholding of taxes and/or social insurance is required at the time of vesting,
the Company will withhold from delivery to the Participant a number of shares of Common Stock equal
in value to the statutory minimum amount required to be withheld. A similar amount of cash will be
paid by the Company to the applicable tax authorities. The number of shares to be withheld will be
calculated using the closing sales price of a share of Common Stock on the vesting date. Shares
(net of the number withheld for the payment of withholding taxes, if applicable) will be delivered
to the Participant’s stock plan account upon vesting in accordance with the Plan. The
Company may, in its discretion, permit Participants to make alternative arrangements for payment of
any such taxes and/or social insurance.



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Name, Employee ID

Work Country





8. Provisions of the Plan



          This Award is subject to the provisions of the Plan, which are incorporated herein by
reference, and in the event of any inconsistency or conflict between the provisions of this Award
and the Plan, the provisions of the Plan shall control. A copy of the Plan as in effect on the
Grant Date has been made available to the Participant.



9. No Right to Employment



          The grant of this Award shall not constitute a contract of employment or confer upon the
Participant any right with respect to the continuance of his/her employment by or other service
with the Company or any Affiliate, nor shall it or they be construed as affecting the rights of the
Company (or Affiliate) to terminate the service of the Participant at any time or otherwise change
the terms of such service, including, without limitation, the right to promote, demote or otherwise
re-assign the Participant from one position to another within the Company or any Affiliate.



10. No Rights as a Stockholder



          The Participant shall not have any rights as a stockholder with respect to any shares
(including dividend or voting rights) to be issued under this Award until he or she becomes the
holder of such shares.



11. Governing Law



          The provisions of this Award shall be governed by and interpreted in accordance with the laws
of the State of Delaware.


          IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officer.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Biogen Idec Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Dated:

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       ]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Participant	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	[	]	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dated:

	 	[           
             
             
       ]	 	 	 	 	 	 






BY ACCEPTING THIS AWARD OR ANY BENEFIT HEREUNDER, THE PARTICIPANT CONSENTS

TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT AND IN THE PLAN.




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