exv10w51







Exhibit 10.51




Severance Plan for U.S. Executive Vice Presidents




As an Executive Vice President, you are entitled to severance benefits in the event your employment
is terminated by Biogen Idec other than For Cause or for reason of death or Disability (as these
terms are defined in the Biogen Idec 2008 Omnibus Equity Plan).

Benefits



Your severance benefits are comprised of (i) a lump sum payment (as calculated below), (ii) upon
completion of the appropriate forms, continuation of your participation in Biogen Idec’s group
medical and dental insurance plans, to the same extent permitted by COBRA and to the same extent
such insurance is then provided to regular employees of Biogen Idec, including payment by you of a
portion of the insurance premiums (i.e., the “Insurance Benefit”) and (iii) the reasonable cost of
up to nine months of executive-level outplacement services from a recognized provider of such
services, at the expense of Biogen Idec (upon receipt of appropriate documentation).



The lump sum severance payment is calculated as follows:



[9 + (A x 2.5)] x B = lump sum payment





	 	where:	 	A is the number of full years of service with Biogen Idec (but A x 2.5 may not exceed
12), and B is the monthly equivalent of your target annual cash compensation at the time of your
termination (i.e., one-twelfth of the sum of your then annual base salary plus target annual
bonus).





The following are examples of how the lump sum payment and Insurance Benefit Period are
determined:




If your employment with Biogen Idec is terminated after 10 months of employment, you will
receive a lump sum payment equal to nine months of your target annual cash compensation and
continue to participate in Biogen Idec’s group medical and dental plans for nine months, unless
you become eligible to participate in another employer’s medical and dental plans before that
date. COBRA continuation of medical and dental benefits is available, at your own expense, for
an additional nine months after this nine-month Insurance Benefit Period.
If your employment with Biogen Idec is terminated after five years, you will receive a lump sum
payment equal to 21 months [9+12] of your target annual cash compensation and continue to
participate in Biogen Idec’s group medical and dental plans for 21 months, unless you become
eligible to participate in another employer’s medical and dental plans before that date.




If at any time within two years following a Corporate Transaction or Corporate Change in Control
(as these terms are defined in Biogen Idec’s 2008 Omnibus Equity Plan) your employment is
terminated by Biogen Idec or the succeeding corporate entity, other than For Cause or for reason of
death or Disability (as these terms are defined in Biogen Idec’s 2008 Omnibus Equity Plan), or you
experience an Involuntary Employment Action (defined below) and as a result you terminate your
employment with Biogen Idec or the succeeding corporate entity, then, regardless of the length of
your service with Biogen Idec and the succeeding corporate entity, and in lieu of the formula set
forth above, you will receive a lump sum payment equivalent to 24 months of your target annual cash
compensation at the time of your termination or at the time of a Corporate Transaction or Corporate
Change in Control, whichever is higher. In addition, you will be entitled to continue participating
in Biogen Idec’s group medical and dental plans for 24 months, unless
you become eligible to participate in another employer’s medical and dental plans before that date.
The term “Involuntary Employment Action” shall have the definition set forth in Biogen Idec’s 2008
Omnibus Equity Plan, provided, however, that the term “Corporate Transaction” used in that
definition shall be deemed to mean either a Corporate Transaction or Change in Control, as the case
may be, and provided also that prior to your termination of employment you have notified the Chief
Legal Counsel or the Head of Human Resources of Biogen Idec in writing of the basis for your
Involuntary Employment Action, you have given such notice within one year of the circumstances
giving rise to your Involuntary Employment Action and Biogen Idec does not cure such circumstances
within 30 days after the date of your notice.



			
	 	 	 
	Effective October 13, 2008
	 	Page 1 of 5






 









 






Severance Plan for U.S. Executive Vice Presidents




Delivery of Benefits




Payment and provision of all the benefits provided under this arrangement are conditioned on your
execution and delivery of all necessary forms and an irrevocable general release in favor of Biogen
Idec, in form and substance reasonably acceptable to Biogen Idec, with respect to any and all
claims relating to your employment and the termination of your employment with Biogen Idec. If you
retire or voluntarily terminate your employment with Biogen Idec, or Biogen Idec terminates your
employment For Cause or for reason of death or Disability (as these terms are defined in Biogen
Idec’s 2008 Omnibus Equity Plan), or you do not provide the requisite general release, you will not
be eligible to receive the severance benefits described above.



If all other conditions of this arrangement are met, a lump sum payment (less applicable taxes and
other mandatory deductions as required by law) will be paid to you following the termination of
your employment, no later than the first to occur of: a) 90 days following your termination of your
employment with Biogen Idec and b) March 15 of the year following the calendar year in which
termination of employment occurs, unless you are a “specified employee” as defined in Section 409A
of the Internal Revenue Code of 1986, as amended (i.e., “Section 409A”). (If all preconditions to
payment, including the delivery of an irrevocable general release, are not satisfied prior to the
earlier of these two dates, payment to you may be delayed and you may incur additional tax
liabilities under Section 409A.) If you are a “specified employee”, to the extent required by
Section 409A, payment will not be made to you before the date which is six months after you
“separate from service” (or, if earlier, your date of death or Disability) unless the payment
qualifies as excepted welfare benefits under Section 409A, does not constitute a “deferral of
compensation” under Section 409A or is otherwise not subject to the requirements of Section 409A.



The Insurance Benefit will continue until the earlier of (i) the date you become eligible to
participate in the medical and dental insurance plan of another employer or (ii) the date that is
[9 + (A x 2.5)] months, but not more than 21 months (or 24 months in the case of a Corporate
Transaction or Change in Control), following the termination of your employment with Biogen Idec
(the “Insurance Benefit Period”). You will have the right, at your own expense, to continue your
participation in Biogen Idec’s group medical and dental insurance plans at the expiration of the
Insurance Benefit Period, pursuant to the provisions of COBRA, but only for an 18-month period that
will be deemed to have commenced at the start of your severance.



General




Biogen Idec shall administer and shall have the discretionary authority to adopt rules for the
management and operation of this arrangement, to interpret the provisions of the arrangement and to
construe the terms of the severance arrangement in its sole discretion. The decision of Biogen
Idec, or the duly authorized delegate, is final and conclusive for all purposes.



The severance arrangement may be amended, modified, suspended or terminated by Biogen Idec at any
time; provided that the severance arrangement may not be amended or terminated without your written
consent for a period of two years following a Corporate Transaction or a Change in Control.
This arrangement is unfunded. This arrangement will benefit and bind Biogen Idec and its successors
and permitted assigns and you and your heirs, executors and legal representatives. You do not have
any right to transfer or assign your benefits under this arrangement.



This arrangement shall be construed, administered and enforced according to the laws of the State
of Delaware, except to the extent that such laws are preempted by the federal laws of the United
States of America.



			
	 	 	 
	Effective October 13, 2008
	 	Page 2 of 5






 









 






Severance Plan for U.S. Executive Vice Presidents




Additional Summary Plan Description Information




	 	 	 
	Description

	 	This document describes a Plan which is subject to the Employee Retirement
Income Security Act of 1974 (ERISA). This document constitutes the Summary
Plan Description (SPD) and Plan Document. Benefit determinations are
controlled exclusively by this SPD and Plan Document.
	 
	 	 
	Name of Plan

	 	Severance Plan for U. S. Executive Vice Presidents
	 
	 	 
	Name and Address
of Employer

	 	Biogen Idec Inc.

Fourteen Cambridge Center

Cambridge, Massachusetts 02142
	 
	 	 
	Plan Identification
Number

	 	Employer IRS Identification #: 04-3002117

Plan #: 523
	 
	 	 
	Type of Welfare
Plan

	 	Severance
	 
	 	 
	ERISA Plan Year
Ends

	 	December 31
	 
	 	 
	Type of
Administration

	 	The Plan is administered by the Plan Administrator
	 
	 	 
	Plan Administrator,
Name, Address,
and Telephone
Number

	 	Biogen Idec Inc. is the Plan Administrator and named fiduciary of the Plan, with
authority to delegate its duties.

Biogen Idec Inc.

Fourteen Cambridge Center

Cambridge, Massachusetts 02142

(617) 679-3400
	 
	 	 
	Agent for Service
of Legal Process on
the Plan

	 	Biogen Idec Inc.

Fourteen Cambridge Center

Cambridge, Massachusetts 02142

	 
	 	 
	Funding

	 	This Plan is unfunded
	 
	 	 
	Appeal Procedures

	 	You have 180 days from your effective date of termination to file an appeal.
Requests for appeals should be sent to the address specified in the claim denial.
A decision on review will be made not later than 45 days following receipt of the
written request for review. If the Plan Administrator determines that special
circumstances require an extension of time for a decision on review, the review
period may be extended by an additional 45 days (90 days in total). The Plan
Administrator will notify you in writing if an additional 45 day extension is
needed.
	 
	 	 
	 

	 	If an extension is necessary due to your failure to submit the
information necessary to decide the appeal, the notice of
extension will specifically describe the required information, and
you will be afforded at least 45 days to provide the specified
information. If you deliver the requested information within the
time specified, the 45 day extension of the appeal period will
begin after you have provided that information. If you fail to
deliver the requested information within the time specified, the
Plan Administrator may decide your appeal without that
information.
	 
	 	 
	 

	 	You will have the opportunity to submit written comments,
documents, or other information in support of your appeal. You
will have access to all relevant documents as defined by
applicable U.S. Department of Labor regulations. The review of the
adverse benefit determination will take into account all new






			
	 	 	 
	Effective October 13, 2008
	 	Page 3 of 5






 









 






Severance Plan for U.S. Executive Vice Presidents




	 	 	 
	 

	 	information, whether or not presented or available at the initial determination.
No deference will be afforded to the initial determination.
	 
	 	 
	 

	 	The review will be conducted by the Plan Administrator and will be made by a
person different from the person who made the initial determination and such
person will not be the original decision maker’s subordinate.
	 
	 	 
	 

	 	A notice that your request on appeal is denied will contain the following
information:
	 
	 	 
	 

	 	•    The specific reason(s) for the determination;

	 
	 	 
	 

	 	•    A reference to the specific Plan provision(s) on which the determination is
based;

	 
	 	 
	 

	 	•    A statement disclosing any internal rule, guidelines, protocol or similar
criterion relied on in making the adverse determination (or a statement that
such information will be provided free of charge upon request);

	 
	 	 
	 

	 	•    A statement describing your right to bring a lawsuit under Section 502(a) of
ERISA if you disagree with the decision;

	 
	 	 
	 

	 	•    The statement that you are entitled to receive upon request, and without
charge, reasonable access to or copies of all documents, records or other
information relevant to the determination; and

	 
	 	 
	 

	 	•    The statement that “You or your plan may have other voluntary alternative
dispute resolution options, such as mediation. One way to find out what
may be available is to contact your local U.S. Department of Labor Office
and your State insurance regulatory agency”.

	 
	 	 
	 

	 	Notice of the determination may be provided in written or electronic form.
Electronic notices will be provided in a form that complies with any applicable
legal requirements.
	 
	 	 
	 

	 	Unless there are special circumstances, this administrative appeal process must
be completed before you begin any legal action regarding your claim.
	 
	 	 
	Your Rights Under
ERISA

	 	As a participant in this Plan, you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA
provides that all Plan participants shall be entitled to:
	 
	 	 
	 

	 	•    Receive Information About Your Plan and Benefits

	 
	 	 
	 

	 	o   Examine, without charge, at the Plan Administrator’s office and at other
specified locations, all documents governing the Plan, including a copy
of the latest annual report (Form 5500 Series), if any, filed by the Plan
with the U.S. Department of Labor and available at the Public Disclosure
Room of the Employee Benefits Security Administration.

	 
	 	 
	 

	 	o   Obtain, upon written request to the Plan Administrator, copies of
documents governing the operation of the Plan, including copies of the
latest annual report (Form 5500 Series), if any, and updated Summary
Plan Description.

	 
	 	 
	 

	 	o   The Plan Administrator may make a reasonable charge for the copies.

	 
	 	 
	 

	 	o   Receive a summary of the Plan’s annual financial report, if any. The
Plan Administrator is required by law to furnish each participant with a
copy of this summary annual report.

	 
	 	 
	 

	 	•    Prudent Actions by Plan Fiduciaries

	 
	 	 
	 

	 	o   In addition to creating rights for Plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the
employee benefit plan. The people who operate your Plan, called
“fiduciaries” of the Plan, have a duty to do so prudently and in the
interest of you and other Plan participants and beneficiaries. No one,
including your Employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a
benefit or exercising your rights under ERISA.







			
	 	 	 
	Effective October 13, 2008
	 	Page 4 of 5






 









 






Severance Plan for U.S. Executive Vice Presidents




	 	 	 
	 

	 	•    Enforce Your Rights

	 
	 	 
	 

	 	o   If your claim for a benefit is denied or ignored, in whole or in part, you
have a right to know why this was done, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all
within certain time schedules.

	 
	 	 
	 

	 	o   Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request a copy of Plan documents or the latest
annual report from the Plan and do not receive them within 30 days,
you may file suit in a federal court. In such a case, the court may
require the Plan Administrator to provide the materials and pay you up
to $110 a day until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the Plan
Administrator.

	 
	 	 
	 

	 	o   If you have a claim for benefits that is denied or ignored, in whole or in
part, you may file suit in a state or federal court. If it should happen
that Plan fiduciaries misuse the Plan’s money, or if you are
discriminated against for asserting your rights, you may seek assistance
from the U.S. Department of Labor, or you may file suit in a federal
court. The court will decide who should pay court costs and legal fees.
If you are successful, the court may order the person you have sued to
pay these costs and fees. If you lose, the court may order you to pay
these costs and fees, if, for example, it finds your claim is frivolous.

	 
	 	 
	 

	 	•    Assistance with Your Questions

	 
	 	 
	 

	 	o   If you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about
your rights under ERISA, or if you need assistance in obtaining
documents from the Plan Administrator, you should contact the nearest
office of the Employee Benefits Security Administration, U.S.
Department of Labor, listed in your telephone directory or the Division
of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue
N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by
calling the publications hotline of the Employee Benefits Security
Administration.

	 
	 	 
	Other Rights

	 	The Plan Administrator, as fiduciary for the Plan, is entitled to legal and
equitable relief to enforce its right to recover any overpayments to you under
this Plan. This right of recovery is enforceable but will not exceed the benefits
paid you. You agree that the Plan Administrator has a lien over such sources of
income until any overpayments have been recovered in full.
	 
	 	 
	Discretionary Acts

	 	The Plan Administrator has discretionary authority to interpret the Plan and to
make benefit determinations under the Plan. The Plan Administrator may act
directly or through its employees and agents or further delegate their authority
through contracts, letters or other documentation or procedures to other
affiliates, persons or entities.
	 
	 	 
	 

	 	Once you are deemed to have exhausted your appeal rights under the Plan, you
have the right to seek court review under Section 502(a) of ERISA of any
benefit determinations with which you disagree. The court will determine the
standard of review it will apply in evaluating those decisions.






	 	 	 
	Effective October 13, 2008
	 	Page 5 of 5