Ex-10.1 Form of resticted stock unit award agreement

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.

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.

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:		[                                               ]
				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.