THIS AGREEMENT by and between IDEC Pharmaceuticals Corporation (the "Company"), and James C. Mullen (the "Executive"), dated as of June 20, 2003 and effective as of the Effective Time (as defined below).
WHEREAS, the Executive presently serves as the President, Chief Executive Officer and Chairman of the Board of Biogen, Inc. ("Biogen"); and
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of the date hereof by and among the Company, Biogen, Inc. and Bridges Merger Corporation, a wholly owned subsidiary of the Company (the "Merger Agreement"), Bridges Merger Corporation shall merge with and into Biogen, with Biogen continuing as the surviving corporation (the "Merger"); and
WHEREAS, commencing as of the Effective Time (as defined in the Merger Agreement) the Company desires to have the association and services of the Executive in order to obtain the Executive's experience, skills, abilities, background and knowledge, desires to provide incentive to the Executive to provide valuable future services to the Company, and is willing to employ the Executive in the capacities and on the terms and conditions set forth in this Agreement; and
WHEREAS, the Company wishes to provide for contractual terms relating to the employment by the Company of the Executive from and after the Effective Time; and
WHEREAS, the Executive wishes to serve the Company, in the capacities and on the terms and conditions set forth in this Agreement and is willing to accept such employment on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. TERM. The term of this Agreement shall commence on the Effective Time and end on the date three years following the Effective Time unless sooner terminated pursuant to Section 4 of this Agreement (the "Original Term"). This Agreement shall automatically be extended on each date (each an "Extension Date") beginning two years prior to the expiration of the Original Term for an additional day unless, not later than the day immediately preceding such Extension Date, the Company or the Executive shall have given written notice to the other that it does not wish to so extend the term of this Agreement. The Original Term and additional periods of renewal are collectively referred to herein as the "Term."
2. POSITION AND DUTIES.
(a) During the Term, the Executive shall serve as the Chief Executive Officer of the Company and as a member the Company's Board of Directors (the "Board"), in each case with such duties and responsibilities as are customarily assigned to these positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board. During the Term, the Executive shall report to the Chairman of the Board (the "Chairman"), and except as set forth in the next succeeding sentence, all Company functions shall report, directly or indirectly, to the Executive, including: Commercial Operations and Technical Operations, Product Development and Clinical Research, Program Management and Regulatory Affairs, Business Development, Information Technology, Investor Relations, Finance, Human Resources, Legal and Governmental Affairs. Notwithstanding the foregoing, the Discovery Research, Venture Investing, Public Policy and Public Relations, Corporate Strategy and Portfolio Management and Strategic Initiatives functions of the Company shall instead report, directly or indirectly, to the Chairman. During the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as members of the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board.
(b) During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote his full business attention and time to the business and affairs of the Company and shall use all reasonable efforts to carry out his responsibilities faithfully and efficiently. However, the Executive may, subject to the prior approval of the Board, serve on up to three for-profit corporate boards and such industry, civic or charitable boards or committees as Executive may determine, so long as these activities do not interfere with the performance of the Executive's responsibilities to the Company. For purposes of the immediately preceding sentence, the Executive's service on the Boards of Rensselaer Polytechnic Institute, the Biotechnology Industry Organization, the Pharmaceutical Research and Manufacturers of America and as Co-Chair of Cambridge Family and Children's Service Capital Campaign Steering Committee shall be deemed approved by the Board as of the Effective Time.
(c) During the Term, the Executive shall be based at the Company's principal executive offices in the Boston, Massachusetts metropolitan area, except for travel reasonably required for the performance of the Executive's duties hereunder.
(a) BASE SALARY. The Company shall pay the Executive an annual base salary (the "Annual Base Salary") at the rate of $900,000. The Annual Base Salary shall be paid in accordance with the Company's regular payroll practice for its senior executives, as in effect from time to time. Annual Base Salary shall be reviewed at least annually by the Board after consultation with the Executive and may from time to time be increased (but not decreased) as determined by the Board. Effective as of the date of any such increase the Annual Base Salary as so increased shall be considered the new Annual Base Salary for all purposes of this Agreement and may not thereafter be reduced. Any increase in Annual Base Salary shall not limit or reduce any other obligation of the Company to the Executive under this Agreement. No additional remuneration shall be paid to Executive with respect to his service on the Board during the Term.
(b) ANNUAL CASH BONUS. For fiscal years during the Term, the Executive shall participate in annual cash incentive compensation plans, in effect or to be adopted and approved by the Board or the Compensation Committee from time to time, with applicable corporate and individual performance targets and maximum award amounts determined by the Compensation Committee. The Executive's annual target bonus opportunity pursuant to such plans shall be 100% of the Annual Base Salary in effect for the Executive at the beginning of the fiscal year and the Executive shall be eligible to earn amounts in excess of such target amount in accordance with the annual cash incentive compensation plan methodology utilized by Biogen prior to the Effective Time. Any cash bonuses payable to the Executive will be paid at the time the Company normally pays such bonuses to its senior executives and will be subject to the terms and conditions of the applicable annual cash incentive compensation plan.
(c) LONG-TERM INCENTIVE COMPENSATION. During the Term, the Executive shall be eligible to receive long-term incentive compensation awards (which may consist of stock options, restricted stock, long-term cash awards or other forms of long-term incentive compensation) pursuant to the Company's equity and long-term incentive compensation plans and programs in effect or to be established from time to time. These awards shall be granted in the discretion of the Board or Compensation Committee and shall include such terms and conditions (including performance objectives) as the Board or Compensation Committee deems appropriate. The Company shall cause the shares subject to any stock options, restricted stock or similar awards to the Executive to be registered on a Form S-8 or other appropriate form and to otherwise be made in compliance with all applicable laws and regulations (including, without limitation, the regulations of any national securities exchange upon which the Company's stock trades).
(d) OTHER BENEFITS. During the Term, the Executive shall be eligible to participate in the retirement, welfare benefit, and fringe benefit plans, practices, policies and programs of the Company