Common use of Certain Severance Benefits Clause in Contracts

Certain Severance Benefits. If Executive’s employment with the Company or its affiliates is terminated at any time within two (2) years following a Change in Control by the Company or its affiliates without Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the “Termination Date”), Executive shall be entitled to the benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement. If Executive’s employment is terminated within one (1) year prior to a Change in Control, and Executive reasonably demonstrates after such Change in Control that such termination was at the request or suggestion of any individual or entity who or which ultimately effects a Change in Control (an “Anticipatory Termination”), this Agreement shall become effective upon such Change in Control involving such individual or entity, and Executive’s Termination Date shall be deemed to have occurred immediately following the Change in Control, and therefore Executive shall be entitled to the benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement. (i) Within thirty (30) business days after the Termination Date, the Company shall pay Executive the aggregate of the following amounts: (a) Executive’s earned but unpaid base salary through the Termination Date at the rate in effect on the Termination Date, or if higher, at the highest rate in effect at any time within the 90-day period preceding the Change in Control; (b) any unpaid bonus, if any, payable to Executive in respect of the calendar year ending prior to the Termination Date; and (c) a lump sum amount, in cash, equal to 2.99 times Executive’s Annual Compensation. (ii) Continued Welfare Benefit Plan Coverage. Until the third anniversary of the Termination Date, Executive and Executive’s family shall be eligible, at the Company’s expense to Participate in each of the Company’s welfare benefit plans, including, without limitation, all medical, prescription, dental, disability, salary continuance, group life, accidental death and travel accident insurance plans and programs of the Company, at the highest level provided to Executive during the period beginning immediately prior to the Change in Control and ending on the Termination Date; provided, however, that if Executive becomes employed by a new employer, the coverages provided by the Company pursuant to this sentence shall become secondary to those coverages provided by Executive’s new employer. In addition, Executive will be entitled to full COBRA continuation coverage commencing on the third anniversary of the Termination Date.

Certain Severance Benefits. (a) If Executive’s employment with the Company or its affiliates is terminated at any time within two (2) years following a Change in Control by the Company or its affiliates without Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the “Termination Date”), Executive shall be entitled to the benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement. If Executive’s 's employment is be terminated within one (1) year prior due to a Change in Control, and Executive reasonably demonstrates after such Change in Control that such termination was at the request or suggestion of any individual or entity who or which ultimately effects a Change in Control (an “Anticipatory Termination”), this Agreement shall become effective upon such Change in Control involving such individual or entity, and Executive’s Termination Date shall be deemed to have occurred immediately following the Change in Control, and therefore Executive shall be entitled to the benefits provided hereafter in this Section 3 and as otherwise set forth in this Agreement. (i) Within thirty (30) business days after the Termination Date's death, the Company shall pay to Executive the aggregate then-current base salary of Executive and any unpaid vacation pay accrued through the end of the following amounts: (a) month in which the Date of Termination occurred. Executive and Executive’s earned but unpaid base salary through the Termination Date at the rate in effect on the Termination Date, or if higher, at the highest rate in effect at 's dependents shall also be entitled to any time within the 90-day period preceding the Change in Control;continuation of health insurance coverage rights under any applicable law. (b) If Executive's employment is terminated due to Disability, the Company shall pay to Executive the then-current base salary of Executive and any unpaid bonus, if any, payable to Executive in respect vacation pay accrued through the end of the calendar year ending prior month in which the Date of Termination occurred. Executive and Executive's dependents shall also be entitled to the Termination Date; andany continuation of health insurance coverage rights under any applicable law. (c) a lump sum amount, If Executive's employment is terminated (i) by Executive by Voluntary Resignation for Good Reason (provided that Executive has complied with the Notice of Resignation requirement set forth in cash, equal to 2.99 times Executive’s Annual Compensation. Section 4(d)) or (ii) Continued Welfare Benefit Plan Coverageby the Company without Cause, the Company shall pay to Executive {A) any unpaid vacation pay through the Date of Termination and (B) the then-current base salary of Executive for a period of six ( 6) months (the "Severance Amount") from the Date of Termination (the "Severance Benefits Period"). Until the third anniversary of the Termination Date, Executive and Executive’s family 's dependents shall also be eligible, at entitled to medical benefits under the Company’s expense 's health insurance plan for the Severance Benefits Period, subject to Participate in each earlier termination of the Company’s welfare benefit planssuch benefits as hereinafter provided, including, without limitation, all medical, prescription, dental, disability, salary continuance, group life, accidental death on similar terms and travel accident insurance plans and programs of the Company, at the highest level provided conditions applicable to Executive during the period beginning immediately prior to the Change in Control and ending on the Termination Datetermination of Executive's employment; provided, however, provided that if Executive becomes employed by a new employer, the coverages provided such continued coverage shall be paid for by the Company pursuant to the extent that the Company was paying for such medical benefits immediately prior to termination, and the period of such continued coverage shall be credited against the Company's obligation to permit Executive to elect continuation coverage under Section 601 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any similar state law, and Section 4980E of the Internal Revenue Code of 1986, as amended ("COBRA"), and any similar state law. The foregoing notwithstanding, in the event that Executive obtains health insurance coverage under a subsequent employer's health insurance plan, the continuation of any health insurance coverage rights under this sentence Agreement shall become secondary terminate upon the effective date of such other health insurance coverage. The Company's obligations under this Section 5{ d) are collectively referred to those coverages as the "Severance Benefits". Notwithstanding any provision to the contrary herein, and without limitation of any remedies to which the Company may be entitled, (i) the Company shall not be required to pay the Severance Amount unless and until Executive (after the termination of Executive's employment) signs and delivers to the Company the release attached hereto as Exhibit A (the "Release") and the period (if any) during which the Release can be revoked expires and (ii) the Severance Amount shall be reduced by the gross amount of any compensation received by Executive with respect to any services performed by Executive during the Severance Benefits Period. The Executive specifically acknowledges that Executive's entering into this Agreement and payment by the Company of the Severance Amount constitutes good and valuable and otherwise sufficient consideration for Executive's execution and delivery of the Release. (d) If Executive's employment by the Company is terminated by Executive by Voluntary Resignation other than for Good Reason, the Company shall pay to Executive the then-current base salary of Executive and any unpaid vacation pay accrued through the Date of Resignation, provided by that Executive has complied with the Notice of Resignation requirement set forth in Section 4(d). Executive and Executive’s new employer. In addition, Executive will 's dependents shall also be entitled to any continuation of health insurance coverage rights under any applicable law. (e) If Executive's employment is terminated for Cause, the Company shall pay to Executive the then current base salary of Executive accrued through the Date of Termination. (f) Notwithstanding any provision to the contrary herein, if Executive breaches any obligation under this Agreement, the Company's obligations under this Section 5 shall terminate from and after the date of such breach (with the remainder of this Agreement remaining in full COBRA continuation coverage commencing on force and effect in accordance with its terms) (subject, where applicable, to the third anniversary provisions of Section 4(a)(viii)). (g) Notwithstanding any prov1s10ns to contrary herein, all payments due to Executive hereunder shall be subject to set-off by the Termination DateCompany of any obligations of Executive to the Company Group to the extent not prohibited by applicable law.

Certain Severance Benefits. If ExecutiveIf, (1) during the time period beginning with your date of hire with Biogen through the date of the Spinoff, you are involuntarily terminated by Biogen other than “For Cause” (as defined in Biogen’s Amended and Restated 2008 Omnibus Equity Plan) or (2) on or after the Spinoff through the first anniversary of the Spinoff, you are involuntarily terminated by Bioverativ other than “For Cause” (as defined in Biogen’s Amended and Restated 2008 Omnibus Equity Plan) or you experience an “Involuntary Employment Action” following a “Corporate Change in Control” (each as defined in Biogen’s Amended and Restated 2008 Omnibus Equity Plan), you will be entitled to receive (i) a lump sum severance payment equal to 18 months of salary and target bonus, (ii) up to 9 months of executive level outplacement services from a recognized provider of such services selected by the employer company, and (iii) continued subsidized health benefits for up to 18 months provided, among other things, you timely complete and submit your COBRA election form and continue to pay timely the employee portion of the premiums. In addition, payment and provision of these severance benefits are conditioned upon your signing an irrevocable general release in favor of the employer company, in form and substance acceptable to the employer company, with respect to any and all claims relating to your employment and the termination of your employment with the Company or its affiliates is terminated at any time within two employer company. Notwithstanding anything in the foregoing clause (2) years following a Change to the contrary, if on or after the Spinoff through the first anniversary of the Spinoff, Bioverativ has an executive severance plan which would provide you greater severance benefits than those listed in Control by the Company or its affiliates without Causeclause (2) above, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the “Termination Date”), Executive then you shall be entitled to receive such benefits under the terms of the executive severance plan in lieu of the benefits provided hereafter listed in this Section 3 (2) above. In addition, if, between your start date and as otherwise set forth in this Agreement. If Executive’s employment is terminated within one the expected Spinoff (expected to be Q1 2017), (1) year prior an acquirer is identified for the hemophilia business and Biogen determines to a Change in Controlabandon the Spinoff, and Executive reasonably demonstrates after such Change (2) you are not offered a job at or greater than the level of a Senior Vice President position at Biogen (i.e., level 22) and as a result your employment with Biogen is terminated, then, in Control addition to the benefits described in the above paragraph, you shall have no obligation to repay the sign-on bonus you received in connection with the commencement of your employment. Further, if at August 1, 2017 the Spinoff of Bioverativ has not yet occurred and you inform the Company that such termination was at you will no longer remain employed with the request or suggestion of any individual or entity who or which ultimately effects a Change in Control (an “Anticipatory Termination”)Company, this Agreement shall become effective upon such Change in Control involving such individual or entitythen, and Executive’s Termination Date shall be deemed to have occurred immediately following the Change in Control, and therefore Executive shall you will be entitled to receive the severance benefits provided hereafter described in this Section 3 the above full paragraph (entitled “Certain Severance Benefits”) and as otherwise set forth you shall have no obligation to repay the sign-on bonus you received in this Agreement. (i) Within thirty (30) business days after connection with the Termination Date, commencement of your employment. The severance benefits described in the Company shall pay Executive the aggregate of the following amounts: (a) Executive’s earned but unpaid base salary through the Termination Date at the rate in effect on the Termination Date, or if higher, at the highest rate in effect at any time within the 90-day period preceding the Change in Control; (b) any unpaid bonus, if any, payable to Executive in respect of the calendar year ending prior to the Termination Date; and (c) a lump sum amount, in cash, equal to 2.99 times Executive’s Annual Compensation. (ii) Continued Welfare Benefit Plan Coverage. Until the third anniversary of the Termination Date, Executive and Executive’s family shall above two paragraphs will be eligible, at the Company’s expense to Participate in each of the Company’s welfare benefit plans, including, without limitation, all medical, prescription, dental, disability, salary continuance, group life, accidental death and travel accident insurance plans and programs of the Company, at the highest level provided to you in lieu of and not in addition to any severance benefits you would have been eligible for under Biogen Severance Plan for U.S. Senior Vice Presidents effective October 13, 2008 or the Biogen Severance Plan for U.S. Executive during the period beginning immediately prior to the Change in Control and ending on the Termination DateVice Presidents effective January 1, 2014; provided, however, that if Executive becomes employed by a new employerif, after the coverages provided by the Company pursuant to this sentence shall become secondary to those coverages provided by Executive’s new employer. In addition, Executive will be entitled to full COBRA continuation coverage commencing on the third first anniversary of the Termination DateSpinoff, your Bioverativ employment terminates, then you will be eligible for severance benefits under the Bioverativ severance plan for executives which we expect to be generally commensurate with the Biogen Executive Severance Plan and in effect at the time of termination.