BIIB-2013.6.30-EX10.1






Exhibit 10.1



May 7, 2013


Alfred Sandrock


Dear Al:


In my letter to you dated April 16, 2013, I invited you to become a member of the G8, effective May 15, at which time you would become an Executive Officer of Biogen Idec.


Upon consideration I would like to change the effective date of your membership.  Accordingly, I invite you to become a member of the G8, effective June 3, 2013, on which date you will become an Executive Officer of the Company and thereby subject to all disclosure requirements related to Executive Officer status.


To confirm your acknowledgement of this new effective date, please sign and return this letter and keep a copy for your records.


Sincerely,


/s/ George Scangos




Acknowledged and agreed:


	
		
	/s/ Alfred Sandrock
	5/10/2013

	Alfred Sandrock
	Signature Date






CC: K. DiPietro
       D. Rhoades














April 16, 2013


Alfred Sandrock


Dear Al:


I am delighted that you have decided to remain with Biogen Idec, and am pleased to extend to you the promotion offer detailed on the attached term sheet.  Your promotion will be effective on the first payroll date following your acceptance of this offer.


Upon your acceptance of this offer I would also like to invite you to become a member of the G8, effective May 15, at which time you will become an Executive Officer of the company.  You will be subject to all disclosure requirements related to Executive Officer status.


Al, once again, we are all very excited by your decision, and look forward to a great future together.


To confirm your acceptance of this offer, please sign and return this letter and keep a copy for your records.


Sincerely,


/s/ George Scangos


George Scangos,
Chief Executive Officer




ACCEPTED:


	
		
	/s/ Alfred Sandrock
	4/16/2013

	Alfred Sandrock
	Signature Date






CC: K. DiPietro
       D. Rhodes














	
									
	Promotion & Retention Offer

	 
	 
	 
	 
	 
	 
	 
	 
	 

	Incumbent:
	 
	Sandrock, Al
	 
	 
	 
	 
	 
	 

	New Level
	 
	23
	 
	 
	 
	 
	 
	 

	New Bonus Target
	 
	50% of salary
	 
	 
	 
	 
	 
	 

	New Position
	 
	Group SVP, CMO
	 
	 
	 
	 
	 
	 

	Reports to
	 
	D. Williams, EVP R&D
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Biogen Idec Annual Compensation
	 
	 
	 
	 

	 
	 
	Current 
Compensation
	 
	New 
Compensation
	 
	% Difference
(New vs. Current)
	 
	Comments

	Salary
	 
	$525,000
	 
	$550,000
	 
	5%
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	Target Bonus
	 
	 
	 
	 
	 
	 
	 
	 

	($)
	 
	$210,000
	 
	$500,000
	 
	138%
	 
	Min bonus guarantee each year

	(%)
	 
	40%
	 
	(guaranteed)
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	Target Cash
	 
	$735,000
	 
	$1,050,000
	 
	43%
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	LTI Grant Value
	 
	$776,250
	 
	$1,500,000
	 
	93%
	 
	Annual LTI guarantee each year

	 
	 
	 
	 
	(guaranteed)
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	Total Compensation
	 
	$1,511,250
	 
	$2,550,000
	 
	69%
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	BIIB Summary of Retention Elements
	 
	 
	 
	 
	 
	 

	Promotion to L23
	 
	New title of Group SVP, CMO

	 
	 
	50% bonus target with $500k guaranteed annual bonus minimum starting with the 2013 performance year

	Cash Retention Bonus 
	 
	$250k with no payback clause to be paid as soon as administratively feasible upon acceptance

	Annual LTI* 
	 
	$1.5m Guaranteed annual grant value, beginning with 2014 grant; Awards based on LTI plan design and 

	 
	 
	vehicles in place at the time of grant

	Special 1x LTI Grant*
	 
	$5m LTI grant value with 4 year graded vest starting 2016; To be granted at the same time as the 2014 LTI 

	 
	 
	annual award;  LTI grant value to be based on 50% MSUs and 50% RSUs

	*Note:  Guaranteed annual and special 1x LTI grants not subject to retirement provision in the 2008 Omnibus Plan