Deferred Compensation Plan (2001)Full Document 

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                              AMENDED AND RESTATED
                        IDEC PHARMACEUTICALS CORPORATION
                           DEFERRED COMPENSATION PLAN

THIS AMENDED AND RESTATED DEFERRED COMPENSATION PLAN is adopted by IDEC
Pharmaceuticals Corporation a Delaware corporation (the "Company"), effective
as of September 5, 2001, with reference to the following:

    A.   The Company established a Deferred Compensation Plan effective
         January 1, 1999 (the "Original Plan") to provide key employees and
         non-employee Board members a tax deferred, capital accumulation,
         retention program.

    B.   The Company desires to amend and restate the Original Plan as set forth
         herein.

    C.   This Plan is intended to provide benefits to a select group of
         management or highly compensated personnel in order to attract and
         retain the highest quality executives. This Plan is NOT intended to be
         a qualified plan within the meaning of sections 401(a) and 501(a) of
         the Internal Revenue Code of 1986, as amended (the "Code").

    D.   This Plan is intended to be an unfunded plan for purposes of the
         Employee Retirement Income Security act of 1975, as amended ("ERISA").

NOW, THEREFORE, the Company hereby adopts the IDEC Pharmaceuticals
Corporation Deferred Compensation Plan on the following terms and conditions:

    1.0  Definitions. Whenever used in this Plan, the following words and
         phrases shall have the same meaning set forth below, unless a different
         meaning is expressly provided or plainly required by the context in
         which the words or phrases are used:

    1.1  Beneficiary means a person designated by a Participant to receive
         Plan benefits in the event of the Participant's death.

    1.2  Board means the Board of Directors of the Company and its successors.

    1.3  Controller means the Vice President and Controller of the Company and
         their successors.

    1.4  Change in Control of Company means:

       (A) a change in ownership, or power to vote such that 35% or more of the
           voting stock of the Company is concentrated in the hands of any one
           person, entity or group of related persons or entities or group of
           persons or entities acting in concert;

       (B) a change in the composition of the Board as a result of which
           individuals serving on the Board immediately prior to such change
           cease to constitute at least a majority thereof;




       (C) the stockholders of the Company approved any plan or proposal for the
           liquidation or dissolution of the Company;

       (D) substantially all of the assets of the Company are sold or otherwise
           transferred to parties that are not within the "controlled group or
           corporations" (as defined in section 1563 of the Internal Revenue
           Code of 1986) in which the Company is a member.

    1.5  Company means IDEC Pharmaceuticals Corporation a Delaware corporation

    1.6  Disability means:

       (A) "disability" as defined in any group long-term disability policy or
           program sponsored by the Company and in effect at the time a
           Participant who has suffered a physical or mental impairment makes
           application under this Plan for a disability distribution, or

       (B) if no such policy or program is in force at such time, "disability"
           as defined in section 1392c(a)(3) of volume 42 of the United States

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