Exhibit 10.2
BIOGEN, INC.
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
July 15, 0000
Xxxxxxx Xxxxx, Xxx.
Xxxxx, Xxxxxxx & Xxxxxxxxx LLP
High Street Tower
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xxxx:
In order to implement the letter agreement entered into by Biogen,
Inc. (the "Company") and Xxxxx X. Xxxxxxx on July 15, 2002 (the "letter
agreement"), the Company and Xx. Xxxxxxx have agreed as follows:
(a) Xx. Xxxxxxx has agreed to promptly vacate the Company's offices;
however, the Company has no objection to Xx. Xxxxxxx having physical access to
his current office for a limited period of up to four weeks from this date and
access to his current secretarial support for up to ten weeks from this date,
in order to sort out his personal and business affairs and papers. In addition,
the Company will, at no cost to Xx. Xxxxxxx, provide its personnel or (if it
chooses) third-party services to move Xx. Xxxxxxx'x personal goods and
materials to an off-site location in the Boston area.
(b) The Company grants permission under the terms of the non-solicitation
agreement set forth in Section 10(d) of the Employment Agreement (as defined in
the letter agreement) for Xx. Xxxxxxx to hire one of his present personal
assistants.
(c) Xx. Xxxxxxx should communicate with Xxxxxx X. Xxxxxx in the event
that any issues arise from the implementation of the letter agreement. Further,
Xx. Xxxxxxx should communicate with Xxxx Xxxxxx, Xxx Xxxxxxx or Xxxx
Xxxxx Xxxx regarding appropriate mechanical transition or post-termination
issues.
(d) Xx. Xxxxxxx may continue to use Xxxxxx Brothers to execute "cashless"
stock option exercises.
(e) The Company will continue to apply maximum wage and employment tax
withholding, consistent with past practice, in the event that stock options are
exercised by Xx. Xxxxxxx'x former wife, to the extent permitted by law.
(f) In the event that the Company determines to sell its partial share
interest in its Citation 7 aircraft, the Company will consider offering
(although it shall not be obligated to offer) such share interest for sale to
Xx. Xxxxxxx for its then fair market value.
(g) The Company will provide to Xx. Xxxxxxx for his review and comment
prior to the distribution thereof a copy of any proposed press release
announcing Xx. Xxxxxxx'x retirement from the Company or any other matters
relating to him which are the subject of the letter agreement.
(h) The following categories of benefits will be available under Xx.
Xxxxxxx'x existing contractual arrangements until he reaches age 65; (i)
medical, dental and other group insurance (other than life and disability
insurance which are separately dealt with) as the Company provides for its
senior management, (ii) life insurance, (iii) disability insurance, and (iv)
umbrella liability insurance. Certain provisions regarding life insurance
continue beyond age 65. The more specific nature of these benefits, the extent
of their availability and the obligations of the parties with respect to payment
of the benefits are set forth in the Employment Agreement (as defined in the
letter agreement).
Sincerely,
/s/ Xxxxx X. Xxxxx, Xx.
Xxxxx X. Xxxxx, Xx.
Executive Vice President
