BIOGEN, INC.
VOLUNTARY BOARD OF DIRECTORS SAVINGS PLAN
TABLE OF CONTENTS
Page
ARTICLE 1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . .
. . . 1
1.1 Purpose and Effective Date . . . . . . . . . . . . . . .
. . . 1
ARTICLE 2 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.1 Biogen . . . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.2 Board. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.3 Committee. . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.4 Director . . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.5 Fees . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.6 Participant. . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.7 Plan . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.8 Retainer . . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.9 Savings Plan . . . . . . . . . . . . . . . . . . . . . .
. . . 1
2.10 Plan Year. . . . . . . . . . . . . . . . . . . . . . . .
. . . 1
ARTICLE 3 PARTICIPATION. . . . . . . . . . . . . . . . . . . . . .
. . . 1
3.1 Eligibility and Participation. . . . . . . . . . . . . .
. . . 1
3.2 End of Participation . . . . . . . . . . . . . . . . . .
. . . 2
ARTICLE 4 SAVINGS DEPOSITS BY PARTICIPANTS; EMPLOYER CREDITS . . .
. . . 2
4.1 Savings Deposits.. . . . . . . . . . . . . . . . . . . .
. . . 2
ARTICLE 5 PARTICIPANTS' ACCOUNTS . . . . . . . . . . . . . . . . .
. . . 3
5.1 Participant Accounts . . . . . . . . . . . . . . . . . .
. . . 3
5.2 Vesting. . . . . . . . . . . . . . . . . . . . . . . . .
. . . 3
ARTICLE 6 DISTRIBUTIONS TO PARTICIPANT . . . . . . . . . . . . . .
. . . 3
6.1 Distributions for Financial Hardship . . . . . . . . . .
. . . 3
6.2 Distribution Upon Death of a Participant . . . . . . . .
. . . 4
6.3 Other Distributions. . . . . . . . . . . . . . . . . . .
. . . 4
6.4 Installment Distributions in Certain Cases . . . . . . .
. . . 4
ARTICLE 7 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . .
. . . 5
7.1 Amendment or Termination of Plan . . . . . . . . . . . .
. . . 5
7.2 Benefits Not Currently Funded. . . . . . . . . . . . . .
. . . 5
7.3 No Assignment. . . . . . . . . . . . . . . . . . . . . .
. . . 5
7.4 Responsibilities and Authority of Committee. . . . . . .
. . . 5
7.5 Limitation on Rights Created by Plan . . . . . . . . . .
. . . 6
7.6 Tax Withholding. . . . . . . . . . . . . . . . . . . . .
. . . 6
7.7 Text Controls. . . . . . . . . . . . . . . . . . . . . .
. . . 6
7.8 Applicable State Law . . . . . . . . . . . . . . . . . .
. . . 6
ARTICLE 1
INTRODUCTION
1.1 Purpose and Effective Date. The purpose of this plan is to
provide members of the Board of
Directors of Biogen with a tax-deferred savings opportunity. This
plan allows participants to defer all or a
portion of their directors' fees and retainer by so electing before
such fees and retainer have been earned. The
effective date of this plan is October 1, 1994.
ARTICLE 2
DEFINITIONS
This section contains definitions of terms used in the plan.
Where the context so requires, the masculine
includes the feminine, the singular includes the plural, and the
plural includes the singular.
2.1 Biogen means Biogen, Inc., a Massachusetts corporation, or any
successor to all or the major portion
of its assets or business which assumes the obligations of Biogen,
Inc. under this plan.
2.2 Board means the Board of Directors of Biogen.
2.3 Committee means the Savings Plan Committee constituted under
the Savings Plan.
2.4 Director means an individual serving as a director of Biogen
in accordance with its articles and by-
laws.
2.5 Fees means the amounts payable to a director as compensation
for his or her attendance at a meeting of
the Board or a committee of the Board.
2.6 Participant means a director who has made a savings deposit
hereunder.
2.7 Plan means the Biogen, Inc. Voluntary Board of Directors
Savings Plan, as set forth in this plan
instrument, and as it may be amended from time to time.
2.8 Retainer means the amount payable to a director as an annual
retainer for service in such capacity, as
in effect from time to time.
2.9 Savings Plan means the Biogen Savings Plan, as amended from
time to time. Any term defined in the
Savings Plan will have the same meaning when used in this plan
unless otherwise defined herein.
2.10 Plan Year means the period commencing October 1, 1994 and
ending December 31, 1994, and the 12-
month periods commencing on January 1, 1995 and on each subsequent
January 1 while the plan remains in
effect.
ARTICLE 3
PARTICIPATION
3.1 Eligibility and Participation. Each director will be eligible
to be a participant in this plan as long as
he is a director. However, a director who is also an employee of
Biogen (or a subsidiary) will not be eligible
to participate in this plan unless he receives fees and/or retainer
separate and apart from his compensation as an
employee, and in such event he will be eligible to participate in
this plan only with respect to such fees and
retainer. A director will become a participant hereunder when he
makes a savings deposit to this plan.
Participation in this plan is voluntary and no director will be
required to participate.
3.2 End of Participation. A participant's participation in this
plan will end upon the termination of his
service as a director of Biogen because of death, retirement,
resignation, failure of reelection, or any other
reason.
Upon the termination of a participant's participation in this
plan in accordance with this section, the
participant may make no further savings deposits hereunder.
However, the participant will be entitled to receive
any amounts in his accounts in accordance with this plan.
ARTICLE 4
SAVINGS DEPOSITS BY PARTICIPANTS; EMPLOYER CREDITS
4.1 Savings Deposits.
(a) Savings Deposits. Each director may make savings
deposits to the plan from his fees and retainer
in any whole percentage of such fees and/or such retainer, from a
minimum of 1% to a maximum of 100%, by
agreeing to reduce his fees and/or retainer by such amount in
accordance with this plan.
All amounts by which a participant reduces his fees and/or
retainer hereunder are referred to herein as
the participant's savings deposits.
(b) Sign-Up Procedure for Savings Deposits. A director who
wishes to make savings deposits must
complete an enrollment form specifying the amount of his savings
deposits (with separate percentages for his
fees and retainer if desired), agreeing to reduce his fees and/or
retainer by the amount(s) desired, and providing
such other information as the committee may require. A
participant's enrollment form electing savings deposits
for any plan year must be filed with the committee at least two
weeks before the start of such plan year. A
participant may change the amount of his savings deposits by filing
a new enrollment form at least two weeks
before the start of any subsequent plan year, and the change will
become effective as of the first day of such
subsequent plan year. After a plan year has begun, a participant
may not change the amount of savings deposits
(if any) he had elected for such plan year. However, if a
participant has an unforeseeable financial hardship (as
defined in Section 6.1) during a year, the participant may cancel
his savings deposits election for the balance of
that year.
ARTICLE 5
PARTICIPANTS' ACCOUNTS
5.1 Participant Accounts.
(a) Savings Deposits Accounts. Savings deposits by a
participant from his fees or retainer hereunder
will be credited to an account in the name of such participant.
Such account will be called his savings deposits
account.
(b) Participant's Account Value. A participant's account
will be credited with deemed investment
results as if his savings deposits were invested in one or more
designated mutual funds and all dividends and
distributions on shares of a particular mutual fund were reinvested
in shares of such fund. The mutual funds
available for this purpose will be those from time to time
available as investment options under the Savings Plan
(other than the Biogen stock fund).
Each participant will indicate with his initial enrollment
form the mutual fund or funds (and the
proportion in each fund when the participant designates more than
one) he wishes to designate for this purpose.
Thereafter, a participant may change his designation either with
respect to the deemed investment of future
savings deposits or the deemed transfer of amounts from a
previously designated mutual fund to another fund;
such a change must be filed with the committee at least two weeks
before the start of a plan year and will be
effective starting with the first day of such year. Such
designation will remain in effect until subsequently
changed by the participant in accordance with this paragraph.
Deemed investment results under this subsection will be
credited to a participant's account effective as
of the last day in each calendar quarter.
The value of a participant's account at any point in time will
be his savings deposits, increased or
decreased by deemed investment results as provided in this
subsection (b) through the end of the most recently
completed calendar quarter, and reduced by any distributions from
the participant's account.
(c) Bookkeeping Accounts. Participants' accounts will be
maintained on Biogen's books for
bookkeeping purposes only; such accounts will not represent any
interest in any trust or in any segregated asset.
5.2 Vesting. A participant will have a fully vested interest in
his savings deposits account at all times.
ARTICLE 6
DISTRIBUTIONS TO PARTICIPANT
6.1 Distributions for Financial Hardship. If a participant has a
serious financial hardship, he may apply
to the committee for a distribution from the plan prior to his
retirement or other termination of service as a
director. If such application for a hardship distribution is
approved by the committee, the distribution will be
made as soon as possible after the later of the date specified in
the participant's application or the date of
approval by the committee. The amount of the distribution will be
the amount needed to alleviate the
participant's financial hardship, as determined by the committee,
up to a maximum of the participant's account
balance. Such a distribution will be made from the participant's
account in a single lump-sum payment.
Financial hardship will be limited to the following:
bankruptcy or impending bankruptcy, unexpected
and unreimbursed major expenses resulting from illness to person or
accident to person or property, and to
other types of unforeseeable and unreimbursed expenses of a major
nature that normally would not be
budgetable. Financial hardship shall not include foreseeable
expenses such as down payments on a home or
purchase of an auto or college or other educational expenses.
6.2 Distribution Upon Death of a Participant.
(a) In general. If a participant dies before his entire
account balance has been distributed, his
beneficiary will receive the amount in the participant's account.
Distribution will be made in a single sum
payment as soon as practicable after the end of the calendar
quarter in which the committee receives such
evidence of the participant's death and of the right of any
beneficiary to receive payment as it deems necessary.
(b) Beneficiary. A participant may designate one or more
beneficiaries to receive a distribution
payable under subsection (a) above and may revoke or change such a
designation at any time. If the participant
names two or more beneficiaries, distribution to them will be in
such proportions as the participant designates
or, if the participant does not so designate, in equal shares. Any
designation of beneficiary will be in writing
on such form as the committee may prescribe or deem acceptable, and
will be effective upon filing with the
committee.
Any portion of a distribution payable upon the death of a
participant that is not disposed of by a
designation of beneficiary under the preceding paragraph, for any
reason whatsoever, will be paid to the
participant's spouse if living at his death, otherwise equally to
the participant's natural and adopted children (and
the issue of a deceased child by right of representation),
otherwise to the participant's estate.
The committee may direct payment in accordance with a prior
designation of beneficiary (and will be
fully protected in so doing) if such direction (i) is given before
a later designation is received, or (ii) is due to
the committee's inability to verify the authenticity of a later
designation. Such a distribution will discharge all
liability therefor under the plan.
6.3 Other Distributions. Except in the case of the participant's
death (in which case distribution is made
in accordance with Section 6.3), distribution of a participant's
account will be made following the latest of the
participant's termination of service as a director, the
participant's termination of employment (if the participant
is an employee of Biogen or a subsidiary in addition to being a
director) or the participant's 55th birthday.
Distribution will be made in a single sum payment as soon as
practicable after the end of the calendar quarter in
which the event causing distribution occurs.
6.4 Installment Distributions in Certain Cases. Notwithstanding
the provisions of Sections 6.2 and 6.3,
a participant may, at the time of filing his original enrollment
form under Section 4.1(b), designate that the
amount payable to him (or to his beneficiary in the event of his
death) hereunder will be paid in either 3, 5 or
10 annual installment payments, as specified by the participant.
In addition, with the consent of the committee,
a participant may subsequently change the form of payment to his
beneficiary (but not the form of payment to
himself under Section 6.3) by filing a written instrument with the
committee designating the new form of
payment to the beneficiary. Where this section is applicable, the
first annual installment payment will be paid
on the date specified in Section 6.2 or 6.3 (whichever is
applicable) and subsequent annual installments will be
paid on succeeding anniversaries of the first payment date. The
amount of each annual installment payment will
be determined by multiplying the amount in the participant's
account by a fraction whose numerator is one and
whose denominator is the number of remaining annual installment
payments.
ARTICLE 7
MISCELLANEOUS
7.1 Amendment or Termination of Plan. Biogen, by action of the
Board (or such committee thereof or
officer or officers of Biogen to whom the Board has delegated this
authority), at any time and from time to
time, may amend or modify any or all of the provisions of this plan
or may terminate this plan without the
consent of any participant (or beneficiary or other person claiming
through a participant). No termination or
amendment of the plan may reduce the amount credited to the account
of any participant under the plan
(including a participant whose service as a director terminated
before such plan termination or amendment).
However, Biogen may change the deemed investment options under
Section 5.1(c), and Biogen may upon
termination of this plan pay participants' account balances to the
participants regardless of whether such
participants have terminated service as a director and may pay such
amounts in single sum payments regardless
of whether participants have elected installment distributions
under Section 6.4.
7.2 Benefits Not Currently Funded.
(a) Nothing in this plan will be construed to create a
trust or to obligate Biogen to segregate a fund,
purchase an insurance contract or other investment, or in any other
way currently to fund the future payment of
any benefits hereunder, nor will anything herein be construed to
give any participant or any other person rights
to any specific assets of Biogen or any other entity. However, in
order to make provision for its obligations
hereunder, Biogen may in its discretion purchase an insurance
contract or other investment; any such contract or
investment will be a general asset belonging to Biogen, and no
participant or beneficiary will have any rights to
any such asset. The rights of a participant or beneficiary
hereunder will be solely those of a general, unsecured
creditor of Biogen.
(b) Notwithstanding subsection (a) above, Biogen in its
sole discretion may establish a grantor trust of
which it is treated as the owner under Code Section 671 to provide
for the payment of benefits hereunder,
subject to such terms and conditions as Biogen may deem necessary
or advisable to ensure that benefits are not
includable, by reason of the trust, in the taxable income of trust
beneficiaries before actual distribution and that
the existence of the trust does not cause the plan or any other
arrangement to be considered funded for purposes
of Title I of ERISA.
7.3 No Assignment. No participant or beneficiary will have any
power or right to transfer, assign,
anticipate or otherwise encumber any benefit or amount payable
under this plan, nor shall any such benefit or
amount payable be subject to seizure or attachment by any creditor
of a participant or a beneficiary, or to any
other legal, equitable or other process, or be liable for, or
subject to, the debts, liabilities or other obligations of
a participant or beneficiary except as otherwise required by law.
7.4 Responsibilities and Authority of Committee. The committee
will control and manage the operation
and administration of the plan except to the extent that such
responsibilities are specifically assigned hereunder
to Biogen or the Board.
The committee will have all powers and authority necessary or
appropriate to carry out its
responsibilities for the operation and administration of the plan.
It will interpret and apply all plan provisions
and may correct any defect, supply any omission or reconcile any
inconsistency or ambiguity in such manner as
it deems advisable. It will make all final determinations
concerning eligibility, benefits and rights hereunder,
and all other matters concerning plan administration and
interpretation. All determinations and actions of the
committee will be conclusive and binding upon all persons, except
as otherwise provided herein or by law, and
except that the committee may revoke or modify a determination or
action previously made in error. Any
action or inaction by the committee will be reviewable (by a court
or otherwise) only for an abuse of discretion.
Biogen will be the "plan administrator" and the "named
fiduciary" for purposes of the Employee
Retirement Income Security Act of 1974, as amended.
7.5 Limitation on Rights Created by Plan. Nothing appearing in
the plan will be construed (a) to give
any person any benefit, right or interest except as expressly
provided herein, or (b) to create a contract of
employment or to give any director the right to continue in such
capacity or to affect or modify the terms of his
service as a director in any way.
7.6 Tax Withholding. Any payment hereunder to a participant or
beneficiary will be subject to
withholding of income and other taxes to the extent required by
law.
7.7 Text Controls. Headings and titles are for convenience only,
and the text will control in all matters.
7.8 Applicable State Law. To the extent that state law applies,
the provisions of the plan will be
construed, enforced and administered according to the laws of the
Commonwealth of Massachusetts.
BIOGEN, INC.
By:
455455.1
9/20/94