EX-10.1 2 biib-2014630xex101.htm EXHIBIT
Exhibit 10.1
MEMORANDUM
To: Board of Directors
From: Bob Licht
Date: July 1, 2014
Re: Director Fees and Expenses
The following is a summary of the retainers and meeting fees payable to non-employee directors effective July 1, 2014.
Retainers and Fees
Annual Retainers

$65,000 |  | Board retainer
$25,000 |  | 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)
$20,000 |  | additional annual retainer for chair of the Compensation Management and Development Committee
$15,000 |  | additional annual retainer for chairs of Corporate Governance Committee and Science and Technology Committee
$50,000 |  | 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.
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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 Kathleen Shea. If you would like to fax the expense report to expedite the approval process, you may fax it to Kathleen Shea at 866-681-4089.
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.
225 Binney Street
Cambridge, MA 02142
Tel. (781) 464-2005
E-mail: bob.licht@biogenidec.com
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