EXHIBIT 10.27
BIOGEN, INC.
VOLUNTARY BOARD OF DIRECTORS SAVINGS PLAN
(As amended and restated through December 14, 2001)
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....................................... 1
ARTICLE 4 SAVINGS DEPOSITS BY PARTICIPANTS................................... 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
6.1.A In-Service Distribution(s) at a Time Specified
by Participant ............................................ 5
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.............................................. 6
7.4 Responsibilities and Authority of Committee................ 6
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.
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ARTICLE 4
SAVINGS DEPOSITS BY PARTICIPANTS
4.1 SAVINGS DEPOSITS AND ELECTIONS.
(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
reduce his fees and/or retainer with respect to a particular plan year in order
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 director's initial enrollment form will also specify the time for
payment (or the commencement of installment payments) under Section 6.3 and the
form of payment (lump sum or installments in accordance with Section 6.4(a)
below) of his accounts hereunder. The time specified for payment may be anytime
the participant indicates, but not later than 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 or
affiliate in addition to being a director), or the participant's 55th birthday.
In addition, a participant's initial enrollment form may (but is not required
to) specify one or more in-service distributions to the participant in
accordance with Section 6.1A if desired by the participant.
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 (but
not the time for payment or the form of payment of his account except as
provided in subsections (c) and (d) below) with respect to any subsequent plan
year by filing a new enrollment form at least two weeks before the start of such
subsequent plan year, and the change will become effective as of the first day
of such subsequent plan year. Once a participant has elected to defer fees
and/or retainer, his enrollment form will remain in effect for future plan years
unless the participant changes or terminates his prior elections by filing a new
enrollment form in accordance with the preceding sentence.
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.
(c) SPECIAL ONE-TIME ELECTION. Notwithstanding any other provisions of
this plan, each participant who has an account hereunder as of December 1, 2001
may make a special one-time election to change the time for payment (or the
commencement of installment payments) of his savings deposit account balance to
an earlier date specified by him or to elect one or more in-service
distributions in accordance with Section 6.1A if desired. Such special election
must be made before June 30, 2002.
If any participant makes the election provided for in the preceding
paragraph, the amount specified by the participant for accelerated payment or
in-service distribution under Section 6.1A shall be reduced by ten percent.
(d) Notwithstanding subsection (b) above, at anytime prior to the date
for payment originally elected by the participant, if the participant is still a
director of Biogen at such time, the participant may elect to defer the time
when his account would otherwise be payable (or installment payments would
otherwise begin) to a subsequent date specified by him (not later than the
latest time permitted under subsection (b)) or may elect installments (or a
greater number of installments). If such election becomes effective as provided
below, then the participant's account will be payable at the time specified in
his subsequent election. The participant's election under this subsection (d)
will become effective if any of the following criteria is satisfied: (i) the
participant remains a director of Biogen for at least one year after making such
election, or (ii) the participant's service as a director of Biogen ends due to
failure of reelection or due to disability (which means the participant's
inability to perform the material duties of his position because of a physical
or mental illness or condition).
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A participant may make only one election under this subsection (d) to
further defer payment.
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 investment funds and all dividends and distributions
on shares of a particular investment fund were reinvested in shares of such
fund. The investment 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
investment 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 investment fund to another fund. The committee shall
establish the frequency by which such a change may be made, the method of making
such a change, and the effective date of such a change and shall prescribe such
other rules and procedures as it deems appropriate. 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 (or
such shorter time specified by the committee).
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 (or such shorter time specified by the committee), and reduced
by any distributions from the participant's account.
(c) BOOKKEEPING ACCOUNTS. Participants' accounts and subaccounts 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.
In order to facilitate the administration of the plan, the committee may
arrange for a participant's savings deposits account to be divided for
recordkeeping purposes into two or more subaccounts, in accordance with
procedures established by the committee.
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, other termination of service as a director or
other designated time for payment. If such application for a hardship
distribution is approved by the committee, the distribution will be made as soon
as practicable 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. If such a participant's account has two or more
subaccounts, the committee will determine which subaccount(s) will be debited to
reflect the financial hardship distribution.
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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.
6.1A. IN-SERVICE DISTRIBUTION(S) AT A TIME SPECIFIED BY PARTICIPANT. If, in his
initial enrollment form (or, if applicable, his one-time election under Section
4.1(c) or (d)), a participant designated payment of his account(s) (or a
specified portion thereof) at a specified time(s) and he is still an employee of
Biogen (or a subsidiary or affiliate) at such time(s), the participant will
receive payment of the amount to be distributed in accordance with such
election, payable on or as soon as practicable after the designated date(s). A
participant's election for in-service distributions under this Section 6.1A may
be for a single payment or up to five annual payments, in each case in an amount
or portion specified by the participant in his enrollment or other election
form. Each payment will be the amount specified (or the entire balance remaining
in the participant's account, if less).
Any amount in a participant's account hereunder not distributed to the
participant under this Section 6.1A will be distributed under Section 6.2 or
6.3, whichever may be applicable, and Section 6.4 (if applicable). If a
participant is receiving multiple payments under this Section 6.1A and retires,
dies or otherwise terminates service (or employment if he is also an employee of
Biogen or a subsidiary or affiliate), payments under this subsection will cease
and subsequent payments will be governed by Section 6.2 or 6.3, as the case may
be.
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 remaining in the
participant's account. Distribution will be made in a single sum payment on a
date determined by the committee, but not later than one year after 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 6.2), distribution of
a participant's account will be made at the time elected by the participant in
accordance with Section 4.1. In the absence of such an election, distribution of
the 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 lump sum payment on a date determined by the committee,
but not later than one year after the committee's receipt of satisfactory
evidence of the occurrence of the event causing distribution.
6.4 INSTALLMENT DISTRIBUTIONS IN CERTAIN CASES.
(a) PARTICIPANT. Notwithstanding the provisions of Section 6.3, a
participant may, at the time of filing his initial enrollment form under Section
4.1 (or, if applicable) in a subsequent election under Section 4.1(c) or (d),
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designate that the amount payable to him hereunder will be paid in a number
(minimum of two and maximum of ten) of annual installment payments, as specified
by the participant.
(b) BENEFICIARY. Notwithstanding Section 6.2, a participant may
designate that, if the participant dies before receiving the entire amount
payable to him hereunder, the beneficiary will receive either:
(i) A number of annual installment payments equal to:
(A) the number the participant elected for himself under
subsection (a) above (if the participant dies before
receiving any installment payments), or
(B) the number of remaining installment payments due to
the participant under subsection (a) above (if the
participant dies after receiving one or more
installment payments); or
(ii) a single payment.
Payment to the beneficiary will be made or begin as provided in Section
6.2(a).
If the participant fails to designate the form of payment to the
beneficiary, the default form will be installments under (i) above. If
installment payments are payable to the beneficiary, 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), to a
single payment by filing a written instrument so specifying with the committee.
(c) INSTALLMENT PAYMENTS. Where installment payments are due, the
first annual installment payment will be paid out on the date specified in
Section 6.2 or 6.3 (whichever is applicable) and subsequent annual installments
will be paid approximately on succeeding anniversaries of the first payment
date. The amount of each annual installment payment will be determined by
multiplying the amount to be paid by a fraction whose numerator is one and whose
denominator is the number of remaining annual installment payments.
(d) DEATH OF BENEFICIARY. If a participant's designated beneficiary is
receiving installment payments and dies before receiving payment of all the
annual installments, the designated beneficiary's estate will receive a lump-sum
payment of the amount remaining to the distributed to such deceased beneficiary.
Such payment will be made as soon as practicable after the committee's receipt
of satisfactory evidence of the death of the designated beneficiary.
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 the times elected for payment
(or the start of installment payments) elected by the participants 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
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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 have discretionary authority to interpret and apply all plan
provisions and to 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. It is intended that any action or inaction by the committee will be given
the maximum possible deference by any reviewing body (whether a court or other
reviewing body), and will be reversed by such reviewing court or other body only
if found to be arbitrary and capricious.
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.
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