EX-10.33 7 biib-20171231xex1033.htm EXHIBIT 10.33
Exhibit 10.33
REVISED
April 18, 2016
Michael Ehlers
[address]
[address]
Dea r Mike,
I am pleased to e x tend you this offer of employment to join Biogen with the job title of Executive Vice President, Research and Development. This position will report to George Scangos, Chief Executive Officer. Please note that neither this letter nor any other materials constitute a contract of employment with Biogen. Your employment at Biogen is employment at-will. This means that just as you are free to leave your employment at any time, with or without cause or notice, Biogen also has the same right to terminate your employment at any time, with or without cause or not i ce. The specific terms of our offer are listed below; please take the time t o review the offer, sign and return to me by April 25, 2016.
The position will be based at our Cambridge, MA facility.
Salary: This is a full-time, exempt posi t ion and your s tarting bi-weekly salary will be $29,807.70, which is equivalent to an annual salary of $775,000.20, and which will be paid in accordance with our standard payroll policies.
Sign-On Bonus: Upon employment, you will re c eive $300,000.00 as a one-time cash bonus. The bonus will be paid to you within two pay periods after your start date provided that you sign the enclosed Cash Sign-On Bonus Agreement, which des c ribes the terms and conditions of the cash sign on bonus.
Annual Bonus Plan: You will be elig i ble to participate in the Biogen Annual Bonus Plan, with a target bonus opportunity of 70% of your annual ba s e salary. Based upon your start date, your target bonus amount may be pro-rated. E l igibility details and other terms of the Plan are included in the current year's Plan document, which will be mad e available upon your employment with the Company.
Long-Term Incentive Plan: Yo u will b e granted Cash-Settled Performance Units (CSPU) in c onnection with the commencem e nt of your employment. The approximate grant date value of your CSPU award will be $1,250,000.00. The number of CSPU shares granted to you will be calculated by dividing the approximate grant date value by the closing price of Biogen stock (NASDAQ) on the date of grant, with the resulting number of share s rounded to the nearest five shares. You will also be granted Market St oc k Units (MSU) in conne c tion with the commencement of your employment. The approximate grant date value of your MSU award will be $1.250,000.00. The number of MSU shares granted to you will b e c al c ulated by dividing the approximate grant date value by the closing price of Biogen stock (N A SDAQ) and the MSU accounting valuation factor effective at the time of grant, with the resulting numb er of shares rounded to the nearest five shares. Your CSPU and MSU awards will be g r anted on the fir s t trading day of the month following your start dale.
The a ct ual ter ms of your CSPU and MSU awards will be communicated to you following the grant dat e. Your gr a nts w i ll be awarded under the Biogen In c. Amended and Restated 2008 Omnibus Equity Plan (the ''2008 Plan"). You are considered a "designated employee,'' as defined in the Plan. The Plan and Prospectus are available to you on Biogen's benefits website at [website]. Please read these documents for informati on about your L Tl grants.
225 B i nney Street, Cam b ridge, MA 02142 Phone 781-464-2000 www.biogen.com

Each year, typically i n February, you will be eligible to rece ive an annual Long Term Incentive (L Tl) award which will be based on the planning range in effect at the time of grant. The current planning reference point is $2,150,000.00. Actual L Tl award amounts and delivery vehicles will be determined by the Compensation and Manag e m ent Development Committee of the Board of Directors (CMDC) based upon performance, co ntributi on expectations and other considerations at the discretion of the CMDC.
Employee Benefits: Biogen offer a robust a nd highly competitive employee benefits program. As an employee, you will be able to chose from a menu of options through our flexible benefits program. These b e nefits include a 401(k) savings plan; group health care, including medical, dental, prescription drug and vision coverage; life dependent life and disability insurance; as well as flexible spending accounts for eligible med ic a l and dependent c are expenses.
You are also entitled to up to 20 vacation days (160 hours) per year (pro-rated if yo u work part time). Additional benefit offerings include an Employee Stock Purchase Plan (ESPP) and work/life benefits such as a concierge service and a ccess to subsidized back-up dependent care. Please visit Biogen's benefits websit e at [website], (user ID = [user ID], password= [password]) to familiarize yo urself with Biogen's complete benefit plan offer i ngs.
Additional Execut i ve Benefits
Supplemental Savings Plan: You will be entitled to p artic ipate In Biogen's Supplemental Sav i ngs Plan (SSP). This plan allows you to m ake pr e-tax deferrals of up to 80% of your base sa l ary and up to 1 00% of your Annual Bonus paym en t and certain other eligible incentive payments. Your contr i butions to this plan m a y be l i mit ed by your co ntribut io ns towards other plans (e.g., 401(k), ESPP, medical, etc.) You w ill be provided with SSP enrollment i nformation upon your employment with the Company.
Life Insurance: You will be provided l ife insurance coverage equal to three times your annual base salary, subject to meetin g the medical standards stated in the group term life i nsurance policy fo r U.S. employees. Biogen pays the premium for this insuran ce. The IRS requires employers to impute the v alue of company-paid life in sur ance for coverage over $50,000. This imputed income will be disp laye d on your pay stub.
Severance: You will be ent i tled to severance benefit s In accordance with the atta ched Severance Plan for U.S. E xecutive Vice Presidents effective January 1, 2014 (the "EVP Severance Plan"), a nd should refer to the do c ument for details regarding terms, conditions, el i gibility and potenti al tax implicati o ns.
If the re is a CEO Employment Event (defined below) at any time within two (2) years after your start date with B iogen, t h e n you shall be entitled to receive the severance benefits under the EVP Sev er ance Pl a n and accelerated vest i ng of your unvested Long Term Ince n tive Awards under the 2008 Plan as if a Corporate Change in Cont ro l and Involuntary Employment Action had occurred under both the EVP Severance Plan and the 2008 Plan. A "CEO Employment Event" shall mean the involuntary termination of your employment, other than for Cause, or the t ermination by you of your employment with Biogen, upon the occurrence of the following: a new Chief Exec utive Offi cer (CEO) of the Company is appointed and as a res ult there is either (1) a material and substantial c hange i n the financial spend com mitted to t h e Resear ch & D evelop m e nt O rganization o r (2) a material alteration and diminution in your authority, duties or responsibilities (othe r than a mere change in titl e) as they existed immediately prior to the appointment of the new CEO; provided, however, that you must notify the Chief Legal Officer or th e Chief Hum a n Resources Officer of the Company in writing of the basis for your involuntary or vo luntary t e rminati on wi th i n 45 days of th e occurrence of the circumstance and the Company does not cure such circumstance within 30 days thereafter.
225 B i nney Street, Cam b ridge, MA 02142 Phone 781-464-2000 www.biogen.com

Tax & Financial Planning and Executive Physicals: You are eligible for annual reimbursement of expe nses for qualified services such as federal and state income tax planning and/or preparation, finan cia l and estate pl a nning services, and the purchase of tax and/or financial planning t oo l s. Additionally, the Company will reimburse you for the expenses of an annual comprehensive physica l exam when coo r dinated by the Exec utive Health Services team at Mass. General Hospital (MGH). Th e combined annual re imbursement you are eligible to receive is $7,500 per calendar year (January 1 - D ecembe r 31), subject to the guidelines of the Tax & Financia l Planning a nd Executive Physi c al Reimbursement Program. The details of these benefits are avai lable upon your employment with the Com pa n y.
Stock Trading Plan: Upon employment with the Co mpany, you wi ll become subject to Biogen's Global Insider Trading Policy, a copy of which will be provided to you. The Biogen Global Insider Trad i ng Poli cy sets forth guideline s designed to promote compliance with applicable federal and state securities laws that prohib i t persons who are aware of material nonpublic i nformation about the company from trading in secu r ities of th e company or providing material nonpublic information to other persons who may trade on the b a sis of that information. Upon your employment, you will be assig n e d, based on your j o b, to a specific trading group that will determine your obligations and restrictions under t he poli c y, and you will be require d to c omplete training on the policy.
Share Ownership Requirement: A key objective o f our l o ng-term incentive plans is to ensure strong alignment between the interests of our senior exe c utive s and those of our stockholders. It is expected that through our annua l long-term in c entive grant s, you will accu mulate and retain Biogen shares i n an amount equivalent to 3x salary through the fir s t 5 yea rs o f e mployment.
Yo u are required to satisfy th e following co nt i n gen c ies pr i or to employment at B i ogen.

• | Pre-employment screening: Employment at Bi o gen is contingent upon your successful co mpletion and pa ssi ng of both a ba c kground check and drug screen. Biogen's background c h eck includes verification of employment history, educational and professional licenses, degrees and/or c red e ntials, a criminal records c heck, a Social Security Number search an d verification of any other professional qualifi c ations that your position responsibilities at Biogen m a y warrant. Com pl e t i on of your online Appli c ation for Employment authorizes B i oge n to conduct thes e backgroun d c he c k s. If you hav e any questions about the background check, please contact your B iogen r ec ruit er.

• | New Employee Forms: Up on re c eiving your signed offer lette r and new hire paperwork, you will receive a n e mail containing a li nk to a n ew hire form. Please co mplete this form as soo n as possible upo n r ece ipt. This form will allow u s t o begin creating internal resources for you pr io r to y ou r s tart dat e.

• | Authorizati on to Work in the United States: Pl ease note that Biogen is an E-Verify em p loyer. The Fede ral governmen t requir es you to provide proper identification ve r ifying your e ligib i lity t o work in the United States.

If you w ill be working at one of our office locations: Please c omplete Section 1 of the enc l osed Employment E ligibilit y Verification For m 1-9. On your first day of employment, plea se bring with you the co mpleted Form 1-9, your original and unexpired documents and a scanned copy of your doc um e nts. A list of a c ceptable documents can b e found on the last page of th e F orm 1-9 packet.
225 B i nney Street, Cam b ridge, MA 02142 Phone 781-464-2000 www.biogen.com

If you are a field employee: enclosed you will find notary instructions and a Form 1-9 packet. You are required to complete the entire Form 1-9 of the 1-9 packet within 3 days of your start at a Notary Public and mail your original as instructed in the packet.

• | Signed Proprietary Agreement: In order t o protect Biogen's substantial investment in creating and maintaining its conf i dential and proprietary information, and to maintain goodwill with our customers, vendors and other business partners, you will be required to sign our 'Employee Proprietary Information and Inventions and Dispute Resolution Agreement' as a condition of employment. A copy of the Agreement is enclosed with this letter for your reference. Please sign and return this Agreement with your signed acceptance of our offer.

Mike, we are excited at the prospect of your joining Biogen. To confirm your acceptance of this offer of employment, please sign and return thi s letter by April 25, 20 16 and keep the other copy for your re c ords. Review and complete the enclosed New Employee Checklist with actions required in order to begin your acceptance process. We would anticipate your first day of employment to be on or prior to May 16, 2016. If you have any questions, please feel free to contact me.
Best Regards,
/s/ Matt McSherry
Matt McSherry
Senior Director, Talent Acquisition
C c: George Scangos
27669BR
I accept thi s offer of employment and ackn ow led ge the contingencies of employment described above, including the at-will nature of my employment.
ACCEPTED:
/s/ Michael Ehlers Michael Ehlers 4/25/16
Signature Name (Print) Signature Date
225 B i nney Street, Cam b ridge, MA 02142 Phone 781-464-2000 www.biogen.com

BIOGEN CASH SIGN-ON BONUS AGREEMENT
I have ac ce pted a position of employment with Biogen that provides f o r payment of a cash s ign-on bo nu s of $300,000.00 to me following comme n cement of employme nt. I understand that th e fu ll benefi t o f thi s cash sign-o n bonus i s condit ion ed up on my remaining an emp l oyee of B iogen fo r at l eas t 24 month s. I he reby accep t Biogen's offer o f a cash sig n-o n bo n us according t o th e fo ll owing te rms:
The payment of th e cash sig n-on b on u s by Biogen is taxable income to me and w i ll be taxed at th e time of pay ment.
I acknowl e dge and agree t hat if, within 2 4 months of the e ffec tive dat e of my emplo ym en t (start date), I voluntarily t ermina t e my empl o y ment or Biogen t erminates my employment For Cause, as defined in the Bi ogen In c. 20 0 8 Omnibus Equity Plan, o r f o r misconduct or poor performance, as d e t e rmin ed i n good faith by the Com pany, I will n ot h ave earned the cas h s ign-on bonus provided to me und er this Agreement a nd I will repay suc h bonus accordi ng to the following sc h edu le:
(i) If my e mpl oy m ent term i nat es on or b e fo re 1 2 months from my s tart date, th e full amount of th e cas h sig n-on bonus, net of t he a ppl ica b le proportion of ta x withholdings;
(ii) If my emp lo y me n t t er minat es a fter 12 mon th s an d o n or before 24 months from m y start date, 5 0% of the amount o f th e cash sign-on bonus, n e t of the app l icab le proportion of tax withholdings; or
I shall pay to Biog en a ll s u ch repayable amounts within thirty (3 0) days of th e effective d a te of my employme nt termination or by the end of th e year in w h ich my emp loym en t e rmin a tes, whichever comes fi r s t. I voluntarily authorize Biogen to de du c t, w i th hold and/or retain a ll o r any portion of th e amo unt which I may be req uired to r e fun d or r ep ay to Bioge n hereund e r from any wages, salary, vacation pay, severance pay or o the r pay which may b e due a nd owing t o m e upon ter m i nat i o n of emp l oyme n t, t o th e e x tent permitted unde r applicab le l aw. I shall remai n liable to Biogen f o r any amo unt s in excess of the su m s so deducted, withhe l d and/o r retained by B ioge n.
Except as s t ated above. I shall h ave no l ia b i lity or re sponsib ility to refund o r repay t o Biogen any amo u n t s paid by Biogen t o me in con n ec ti on with this sign-on b o nu s.
Nothing in this Agreement sh a ll alter the at-will employment relationship between Biogen and m e (e.g., Biogen and I can end the employment relationship at any time with or without cause). Therefore, I under sta nd that nothing in this Agreement guarantees that the Company will employ me for any specific period of time.
My sig natur e belo w ac kn owledges th a t I hav e read and und ersta nd this Agreement and agree t o be bound by its t erms.
/s/ Michael Ehlers Michael Ehlers 4/25/16
Employee Signature Employee Name (Please Print) Date
225 B i nney Street, Cam b ridge, MA 02142 Phone 781-464-2000 www.biogen.com

April 25, 2 016
Mike Ehlers
[address]
[address]
Dear Mike:
Th i s lette r hereby confirms Biogen's agre e ment that in the e vent it is determined that Biogen is a company that i s in c ompetit i on with Pfiz e r and as a r es ult the Pfizer Compensation Committee. pursuant to its rights under the Executiv e Long-Term In c entive Program Po i nts of I nterest (Part 6, Section 36), terminates all or a portion of your outstanding and vested TSRUs, PPSs and RSUs that hav e not yet been paid or settled in Pfizer common stock (the "Terminated Awards") and/or requires you to return to Pfizer all or a portion of any shares, cash paid to or gain realized by you with respe c t to the grant of TSRUs, PPSs or RSUs for the one year period descr i bed in Part 6, Section 36, the Company will pay you the value of the Term i nated Awards and re i mb u rse you for the value of the shares or cash you are required to return and have returned to Pfizer. B i ogen and you acknowledge that the value of this reimb u rsement obl i gation is expected to be no more than $1,80 0,000 with some consideration for rea s ona b l e market fluctuations The foregoing obligation of Biogen is conditioned upon your (1) pr o mptly i nforming the EVP, HR and the Biogen VP, Peopl e Rewards of any c ontact or noti ce you rece iv e from Pfizer regarding its rights under Part 6, Section 36 (2) fir s t questioning Pfiz er on the a ppl icability of Part 6, Section 36, including requesting Pfizer to provide written expla n ation of how the provision has been breached, a nd (3) not agreeing or conceding with Pfizer as to the applicability of Part 6, Section 36 to Biogen's employment of you without prior consultation with and wr i tten approval of Biogen, which approval will not be unreasonably delayed or withh e l d. F urther this agreement is not intended to and does not imply that Biogen agrees or believ es t ha t Part 6, Se c tion 36 is enforceable or reasonable or that Biogen is a c o mpany or em p loyer in c ompetition with Pfiz e r for any purpose. The foregoing does not affect the at-will statu s of your employment; provided, that, if your emp l oyment is terminated as a result of your death or Di s ability, or by Biogen without Cause or following a CEO Employment Event, Biogen sh a ll c ontinue to owe you any amounts due under this letter. Any such paym e nts shall be m a de by Bio gen promptly after any Pfizer awards become Termina t ed Awards and/o r any shares or c as h are returned t o Pfizer by you. If, after consultat i on with Biogen, it is a g r eed that you should d i spute a determination by Pfi z er as to the appli c ability of Part 6, Section 3 6, th e n B io g e n shall pay for or r e imburse you for reasonable attorneys' fees and other reasonabl e legal costs i n c urr e d to d i spute such determination. Notwithstanding anything in the immediately pre c ed i ng sent e nce to the contrary, Biog e n's obligations to bear the fees and costs of disputing th e det e rmination depend upon: (a) your providing written notice to Biogen within 30 days of P f i ze r inf o r m i n g you of an ad v erse determination pursuant to Part 6, Section 36; (b) Biogen's ri g ht to s e l ec t and reta i n approp r iate c ounsel, following consultatio n with you; (c) Biogen retain i ng th e right to contro l th e defense/prose c ution of any legal action and to approve any comprom is e, settlement or resolution of the determin a ti o n; a nd (d) such reasonabl e cooperation by you in a ny leg a l proceedings to dispute the determination.
225 B i nney Street, Cam b ridge, MA 02142 Phone 781-464-2000 www.biogen.com

Pl e ase acknow l edge your a greement to the foregoi n g by sign in g and dating below.
Bes t Regards,
K e n D I Pietro
EVP, Hum an Resource s
Acknowledged and Agre e d:
/s/ Michael Ehlers Michael Ehlers 4/25/16
Signature Name (Print) Signature Date
225 B i nney Street, Cam b ridge, MA 02142 Phone 781-464-2000 www.biogen.co