Amendment to Biogen, Inc. 1985 Non-Qualified Stock Option Plan (April 18, 2008)

Summary

This amendment to the Biogen, Inc. 1985 Non-Qualified Stock Option Plan introduces a provision for the automatic, or "deemed," exercise of stock options. If an option is in-the-money on its last exercisable day, it will be automatically exercised on a net share settlement basis. The option holder will receive shares minus those needed to cover the exercise price and any required taxes. This change ensures eligible employees do not lose the value of their expiring options.

EX-10.2 2 b71135biexv10w2.htm EX-10.2 AMENDMENT TO BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN DATED APRIL 18, 2008. exv10w2

EXHIBIT 10.2

BIOGEN, INC.
1985 NON-QUALIFIED STOCK OPTION PLAN

AMENDMENT

The Biogen, Inc. 1985 Non-Qualified Stock Option Plan (“the Plan”) is hereby amended as follows:

Section VI.K of the Plan is hereby amended by adding a new subsection V to read as follows:

Deemed Exercise: Notwithstanding anything to the contrary in this Plan, on the last day on which an Option is exercisable in accordance with the Plan and the terms of the grant of the Option, if the exercise price of the Option is less than the Fair Market Value of the Common Stock on that day, the stock option will be deemed to have been exercised on a net share settlement basis at the close of business on that day. As promptly as practicable thereafter, the Company will deliver to the Option holder the number of shares underlying the Option less the number of shares having a Fair Market Value on the date of the deemed exercise equal to (i) the aggregate exercise price for the Option and (ii) the amount necessary to satisfy any federal, state and local withholding taxes related to the exercise.

Date: April 18, 2008


	BIOGEN IDEC INC.
	By:	/s/ Craig Eric Schneier
		Craig Eric Schneier
		Executive Vice President, Human Resources, Public Affairs & Communications