Form 10-Q BIOGEN INC. For: Sep 30

October 21, 2020 5:18 PM
Exhibit 10.1
Severance Plan for U.S. Executive Vice Presidents
As an Executive Vice President, you are entitled to severance benefits in the event your employment is terminated by Biogen other than For Cause or for reason of death or Disability (as these terms are defined in the Biogen Inc. 2017 Omnibus Equity Plan, as amended from time to time, or any successor plan there to (“OEP”).
Benefits
Your severance benefits are comprised of (i) a lump sum payment (as calculated below), (ii) upon completion of the appropriate forms, continuation of your participation in Biogen’s group medical and dental insurance plans, to the same extent permitted by COBRA and to the same extent such insurance is then provided to regular employees of Biogen, including payment by you of a portion of the insurance premiums (i.e., the “Insurance Benefit”) and (iii) the reasonable cost of up to 12 months of executive-level outplacement services from a recognized provider of such services selected by Biogen, at the expense of Biogen (upon receipt of appropriate documentation). Except as otherwise prohibited by local law, any severance payments contemplated by this plan will be reduced by the number of weeks’ pay corresponding to any periods during which the employee is not actively working, including statutory or contractual notice periods and any garden or other leave.
The lump sum severance payment is calculated as follows:
[12 + (A x 2)] x B = lump sum payment
where:    A is the number of full years of service with Biogen (but A x 2 may not exceed 9), and B is the monthly equivalent of your target annual cash compensation at the time of your termination (i.e., one-twelfth of the sum of your then annual base salary plus target annual bonus).
The following are examples of how the lump sum payment and Insurance Benefit Period are determined:
If your employment with Biogen is terminated after 10 months of employment, you will receive a lump sum payment equal to 12 months of your target annual cash compensation and continue to participate in Biogen’s group medical and dental plans for 12 months, unless you become eligible to participate in another employer’s medical and dental plans before that date. COBRA continuation of medical and dental benefits is available, at your own expense, for an additional six months after this 12-month Insurance Benefit Period.
If your employment with Biogen is terminated after five years, you will receive a lump sum payment equal to 21 months [12+9] of your target annual cash compensation and continue to participate in Biogen’s group medical and dental plans for 18 months, unless you become eligible to participate in another employer’s medical and dental plans before that date.
If at any time within two years following a Corporate Transaction or Corporate Change in Control (as these terms are defined in Biogen’s OEP) your employment is terminated by Biogen
Adopted October 13, 2008
Revised July 13, 2020        Page 1 of 8


Severance Plan for U.S. Executive Vice Presidents
or the succeeding corporate entity, other than For Cause or for reason of death or Disability (as these terms are defined in Biogen’s OEP), or you experience an Involuntary Employment Action (defined below) and as a result you terminate your employment with Biogen or the succeeding corporate entity, then, regardless of the length of your service with Biogen and the succeeding corporate entity, and in lieu of the formula set forth above, you will receive a lump sum payment equivalent to 24 months of your target annual cash compensation at the time of your termination or at the time of a Corporate Transaction or Corporate Change in Control, whichever is higher. In addition, you will be entitled to continue participating in Biogen’s group medical and dental plans for 24 months, unless you become eligible to participate in another employer’s medical and dental plans before that date. The term “Involuntary Employment Action” shall have the definition set forth in Biogen’s OEP, provided, however, that the term “Corporate Transaction” used in that definition shall be deemed to mean either a Corporate Transaction or Change in Control, as the case may be, and provided also that prior to your termination of employment you have notified the Chief Legal Counsel or the Head of Human Resources of Biogen in writing of the basis for your Involuntary Employment Action, you have given such notice within one year of the circumstances giving rise to your Involuntary Employment Action and Biogen does not cure such circumstances within 30 days after the date of your notice.
Delivery of Benefits
Payment and provision of all the benefits provided under this arrangement are conditioned on your execution and delivery of all necessary forms and an irrevocable general release in favor of Biogen, in form and substance reasonably acceptable to Biogen, with respect to any and all claims relating to your employment and the termination of your employment with Biogen. If you retire or voluntarily terminate your employment with Biogen, or Biogen terminates your employment For Cause or for reason of death or Disability (as these terms are defined in Biogen’s OEP), or you do not provide the requisite general release, you will not be eligible to receive the severance benefits described above.
If all other conditions of this arrangement are met, a lump sum payment (less applicable taxes and other mandatory deductions as required by law) will be paid to you following the termination of your employment, no later than the first to occur of: a) 90 days following your termination of your employment with Biogen and b) March 15 of the year following the calendar year in which termination of employment occurs, unless you are a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (i.e., “Section 409A”). (If all preconditions to payment, including the delivery of an irrevocable general release, are not satisfied prior to the earlier of these two dates, payment to you may be delayed and you may incur additional tax liabilities under Section 409A.) If you are a “specified employee”, to the extent required by Section 409A, payment will not be made to you before the date which is six months after you “separate from service” (or, if earlier, your date of death or Disability) unless the payment qualifies as excepted welfare benefits under Section 409A, does not constitute a “deferral of compensation” under Section 409A or is otherwise not subject to the requirements of Section 409A. Each payment made under this arrangement shall be treated as a separate payment and the right to receive a series of installment payments under this arrangement shall be treated as a right to a series of separate payments.
Adopted October 13, 2008
Revised July 13, 2020        Page 2 of 8


Severance Plan for U.S. Executive Vice Presidents
The Insurance Benefit will be paid on a monthly basis and will continue until the earlier of (i) the date you become eligible to participate in the medical and dental insurance plan of another employer or (ii) the date that is [12 + (A x 2)] months, but not more than 21 months (or 24 months in the case of a Corporate Transaction or Change in Control), following the termination of your employment with Biogen (the “Insurance Benefit Period”). You will have the right, at your own expense, to continue your participation in Biogen’s group medical and dental insurance plans at the expiration of the Insurance Benefit Period, pursuant to the provisions of COBRA, but only for an 18-month period that will be deemed to have commenced at the start of your severance. You will only be entitled to receive the Insurance Benefit if you timely and properly elect continuation coverage under COBRA. If Biogen determines in its sole discretion that it cannot provide the Insurance Benefit without the possibility of violating applicable law (including, without limitation, the Patient Protection and Affordable Care Act) or it or you incurring additional taxes, including but not limited to under Section 105(h) of the Internal Revenue Code, Biogen will in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that Biogen Idec would have otherwise paid under this arrangement in respect of the Insurance Benefit (which amount will be based on the premium for the first month of COBRA coverage) for the Insurance Benefit Period in equal installments in accordance with Biogen’s normal payroll practices.
General
Biogen shall administer and shall have the discretionary authority to adopt rules for the management and operation of this arrangement, to interpret the provisions of the arrangement and to construe the terms of the severance arrangement in its sole discretion. The decision of Biogen, or the duly authorized delegate, is final and conclusive for all purposes.
The severance arrangement may be amended, modified, suspended or terminated by Biogen at any time; provided that the severance arrangement may not be amended or terminated without your written consent for a period of two years following a Corporate Transaction or a Change in Control.
This arrangement is unfunded. This arrangement will benefit and bind Biogen and its successors and permitted assigns and you and your heirs, executors and legal representatives. You do not have any right to transfer or assign your benefits under this arrangement.
This arrangement shall be construed, administered and enforced according to the laws of the State of Delaware, except to the extent that such laws are preempted by the federal laws of the United States of America.


Adopted October 13, 2008
Revised July 13, 2020        Page 3 of 8


Severance Plan for U.S. Executive Vice Presidents
Additional Summary Plan Description Information
DescriptionThis document describes 3 Plan which is subject to the Employee Retirement Income Security Act of 1974 (ERISA). This document constitutes the Summary Plan Description (SPD) and Plan Document. Benefit determinations are controlled exclusively by this SPD and Plan Document.
Name of PlanSeverance Plan for U. S. Executive Vice Presidents
Name and Address of EmployerBiogen Inc.
225 Binney Street, Cambridge
Massachusetts 02142
Plan Identification NumberEmployer IRS Identification #: 04-3002117 Plan #: 523
Type of Welfare PlanSeverance
ERISA Plan Year EndsDecember 31
Type of AdministrationThe Plan is administered by the Plan Administrator
Plan Administrator, Name, Address, and Telephone Number
Biogen Inc. is the Plan Administrator and named fiduciary of the Plan, with authority to delegate its duties.
Biogen Inc.
225 Binney Street
Cambridge, Massachusetts 02142
(617) 679-3400
Agent for Service of Legal Process on the PlanBiogen Inc.
225 Binney Street
Cambridge, Massachusetts 02142
FundingThis Plan is unfunded
Adopted October 13, 2008
Revised July 13, 2020        Page 4 of 8


Severance Plan for U.S. Executive Vice Presidents
Appeal Procedures
You have 180 days from your effective date of termination to file an appeal. Requests for appeals should be sent to the address specified in the claim denial. A decision on review will be made not later than 45 days following receipt of the written request for review. If the Plan Administrator determines that special circumstances require an extension of time for a decision on review, the review period may be extended by an additional 45 days (90 days in total). The Plan Administrator will notify you in writing if an additional 45 day extension is needed.
If an extension is necessary due to your failure to submit the information necessary to decide the appeal, the notice of extension will specifically describe the required information, and you will be afforded at least 45 days to provide the specified information. If you deliver the requested information within the time specified, the 45 day extension of the appeal period will begin after you have provided that information. If you fail to deliver the requested information within the time specified, the Plan Administrator may decide your appeal without that information.
You will have the opportunity to submit written comments, documents, or other information in support of your appeal. You will have access to all relevant documents as defined by applicable U.S. Department of Labor regulations. The review of the adverse benefit determination will take into account all new information, whether or not presented or available at the initial determination. No deference will be afforded to the initial determination.
The review will be conducted by the Plan Administrator and will be made by a person different from the person who made the initial determination and such person will not be the original decision maker’s subordinate.
A notice that your request on appeal is denied will contain the following information:
The specific reason(s) for the determination;
A reference to the specific Plan provision(s) on which the determination is based;
A statement disclosing any internal rule, guidelines, protocol or similar criterion relied on in making the adverse determination (or a statement that such information will be provided free of charge upon request);
A statement describing your right to bring a lawsuit under Section 502(a) of ERISA if you disagree with the decision;
The statement that you are entitled to receive upon request, and without charge, reasonable access to or copies of all documents, records or other information relevant to the determination; and
The statement that “You or your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency”.
Notice of the determination may be provided in written or electronic form. Electronic notices will be provided in a form that complies with any applicable legal requirements.
Unless there are special circumstances, this administrative appeal process must be completed before you begin any legal action regarding your claim.
Adopted October 13, 2008
Revised July 13, 2020        Page 5 of 8


Severance Plan for U.S. Executive Vice Presidents
Your Rights Under ERISA
As a participant in this Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:
•    Receive Information About Your Plan and Benefits
o     Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan, including a copy of the latest annual report (Form 5500 Series), if any, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.
o     Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series), if any, and updated Summary Plan Description.
o     The Plan Administrator may make a reasonable charge for the copies.
o     Receive a summary of the Plan’s annual financial report, if any. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.
•    Prudent Actions by Plan Fiduciaries
o     In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your Employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.
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Severance Plan for U.S. Executive Vice Presidents
•    Enforce Your Rights
o     If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
o     Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.
o     If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, if, for example, it finds your claim is frivolous.
•    Assistance with Your Questions
o     If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
Other RightsThe Plan Administrator, as fiduciary for the Plan, is entitled to legal and equitable relief to enforce its right to recover any overpayments to you under this Plan. This right of recovery is enforceable but will not exceed the benefits paid you. You agree that the Plan Administrator has a lien over such sources of income until any overpayments have been recovered in full.
Adopted October 13, 2008
Revised July 13, 2020        Page 7 of 8


Severance Plan for U.S. Executive Vice Presidents
Discretionary Acts
The Plan Administrator has discretionary authority to interpret the Plan and to make benefit determinations under the Plan. The Plan Administrator may act directly or through its employees and agents or further delegate their authority through contracts, letters or other documentation or procedures to other affiliates, persons or entities.
Once you are deemed to have exhausted your appeal rights under the Plan, you have the right to seek court review under Section 502(a) of ERISA of any benefit determinations with which you disagree. The court will determine the standard of review it will apply in evaluating those decisions.

Adopted October 13, 2008
Revised July 13, 2020        Page 8 of 8


Exhibit 10.2
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July 15, 2020

Dear Michael,

I am pleased to extend you this offer of employment to join Biogen with the job title of Executive Vice President and Chief Financial Officer. This position will report to Michel Vounatsos, Chief Executive Officer. Please note that neither this letter nor any other materials constitute a contract of employment with Biogen. Your employment at Biogen is employment at-will. This means that just as you are free to leave your employment at any time, with or without cause or notice, Biogen also has the same right to terminate your employment at any time, with or without cause or notice. The specific offer terms are listed below.

The position will be based at our Cambridge, MA facility.

Salary: This is a full-time, exempt position and your starting annual salary will be $850,000.00, and which will be paid biweekly in accordance with our standard payroll processes.

Sign-on Bonus: Upon employment, you will receive $1,000,000.00 as a one-time cash bonus. The bonus will be paid to you within two pay periods after your start date provided that you sign the enclosed Cash Sign-On Bonus Agreement, which describes the terms and conditions of the cash sign-on bonus.

Annual Bonus Plan: You will be eligible to participate in the Biogen Annual Bonus Plan, with a target bonus opportunity of 75% your annual base salary. Based upon your start date, your target bonus amount may be pro-rated. Eligibility details and other terms of the Plan are included in the current year's Plan document, which will be made available upon your employment with the Company.

Long Term Incentive Plan: You will be provided a one-time grant of Restricted Stock Units (RSUs) and Market Stock Units (MSUs) in connection with the commencement of your employment. The approximate grant date value of your RSU award will be $2,250,000.00 and the approximate grant date value of your MSU award will be $2,250,000.00. The number of shares granted to you will be calculated by dividing the grant date value by the closing price of Biogen stock (NASDAQ) on the grant date, with the resulting number of shares rounded to the nearest five shares. Your RSU and MSU awards will be granted on the first trading day of the month following your start date. Both your RSU award and MSU awards will vest in three equal installments of 33 1/3% beginning on the first anniversary of the grant date. Your grant amount has been determined based upon the start date listed in this offer letter.  If your start date is delayed, the amount of the grant may decrease, the allocation of RSUs and MSUs may change, or other types of equity or non-equity benefits may be substituted for the above.

The actual terms of your RSU and MSU awards will be communicated to you following the grant date. Your grant will be awarded under the Biogen Inc. Omnibus Equity Plan in effect at that time. Please see your LTI Award Agreements, which will be available following your grant date, for specific details on the terms and conditions of your awards. Please read these documents for information about your Long-term Incentive grants.

Beginning in the year following your start date, we expect that you will be eligible to participate in the Biogen annual Long Term Incentive (LTI) program.  Approved awards would be made under the Biogen Inc. Omnibus Equity Plan in effect at that time. The details of the LTI awards will be subject to the approval of, and made by, the Compensation and Management Development Committee of the Board of Directors of Biogen.

Relocation: Biogen will provide relocation benefits to facilitate your ability to establish a residence in the Boston, Massachusetts area. The relocation benefits and payments will be provided to you after you sign a U.S. Domestic Relocation Policy Acknowledgement and Relocation Repayment Agreement, which detail the terms and conditions of your relocation package and will be provided to you by our relocation service provider, Cartus Corporation. Payments and reimbursements will be made in accordance with Biogen’s relocation policy. By signing below, you understand and agree that the position requires you to maintain a residence in the Cambridge, Massachusetts area as discussed and that relocation benefits provided to you



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by Biogen must be utilized not later than one year from hire or as soon as practicable, subject to travel restrictions or other limitations resulting from the ongoing pandemic.


Employee Benefits: Biogen offers a robust and highly competitive employee benefits program. As an employee, you will be able to choose from a menu of options through our flexible benefits program. These benefits include a 401(k) savings plan; group health care, including medical, dental, prescription drug and vision coverage; life, dependent life and disability insurance; as well as flexible spending accounts for eligible medical and dependent care expenses.

You are also entitled to up to 20 vacation days (160 hours) per year (pro-rated if you work part-time). Additional benefit offerings include an Employee Stock Purchase Plan (ESPP) and work/life benefits such as a concierge service and access to subsidized back-up dependent care. Please visit Biogen’s Benefits website using the below link and login information to familiarize yourself with Biogen’s complete benefit plan offerings.

        URL: [website]
Username: [username]
Password: [password]

Additional Executive Benefits

Supplemental Savings Plan: You will be entitled to participate in Biogen’s Supplemental Savings Plan (SSP). This plan allows you to make pre-tax deferrals of up to 80% of your base salary and up to 100% of your Annual Bonus payment and certain other eligible incentive payments. Your contributions to this plan may be limited by your contributions towards other plans (e.g., 401(k), ESPP, medical, etc.). You will be provided with SSP enrollment information upon your employment with the Company.

Life Insurance: You will be provided life insurance coverage equal to three times your annual base salary, subject to meeting the medical standards stated in the group term life insurance policy for U.S. employees. Biogen pays the premium for this insurance. The IRS requires employers to impute the value of company-paid life insurance for coverage over $50,000. This imputed income will be displayed on your pay stub.

Severance: You will be entitled to severance benefits in accordance with the attached Severance Plan for U.S. Executive Vice Presidents, as it may be amended in the future from time to time, and should refer to such document for details regarding terms, conditions, eligibility and potential tax implications.

Tax & Financial Planning and Executive Physicals: You are eligible for annual reimbursement of expenses for qualified services such as federal and state income tax planning and/or preparation, financial and estate planning services, and the purchase of tax and/or financial planning tools. Additionally, the Company will reimburse you for the expenses of an annual comprehensive physical exam when coordinated by the Executive Health Services team at Mass. General Hospital (MGH). The combined annual reimbursement you are eligible to receive is $7,500 per calendar year (January 1 – December 31), subject to the guidelines of the Tax & Financial Planning and Executive Physical Reimbursement Program. The details of these benefits are available upon your employment with the Company.

Stock Trading Plan: Upon employment with the Company, you will become subject to Biogen’s Global Insider Trading Policy, a copy of which will be provided to you. The Biogen Global Insider Trading Policy sets forth guidelines designed to promote compliance with applicable federal and state securities laws that prohibit persons who are aware of material nonpublic information about the company from trading in securities of the company or providing material nonpublic information to other persons who may trade on the basis of that information. Upon your employment, you will be assigned, based on your job, to a specific trading group that will determine your obligations and restrictions under the policy, and you will be required to complete training on the policy.



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Share Ownership Requirement: A key objective of our long-term incentive plans is to ensure strong alignment between the interests of our senior executives and those of our stockholders. It is expected that through our annual long-term incentive grants, you will accumulate and retain Biogen shares in an amount equivalent to 3x salary through the first 5 years of employment.

You are required to satisfy the following contingencies prior to employment at Biogen.
    
Pre-employment screening: Employment at Biogen is contingent upon your successful completion and passing of both a background check and drug screen. Biogen’s background check includes verification of employment history, educational and professional licenses, degrees and/or credentials, a criminal records check, a Social Security Number search and verification of any other professional qualifications that your position responsibilities at Biogen may warrant. Completion of your online Application for Employment authorizes Biogen to conduct these background checks. If you have any questions about the background check, please contact HRConnect@biogen.com.

Authorization to Work in the United States: Please note that Biogen is an E-Verify employer. The Federal government requires you to provide proper identification verifying your eligibility to work in the United States. Please complete Section 1 of the Employment Eligibility Verification Form I-9, electronically as specified in your emails from Guardian. On your first day of employment, please bring original and unexpired documents and a scanned copy of your documents to complete the I-9 process. A list of acceptable documents can be found on the last page of the Form I-9 packet.

Signed Employee Proprietary Information and Inventions and Non-Compete Agreement: Prior to and as a condition of employment with Biogen you will be required to sign Biogen’s Proprietary Information and Inventions and Non-Compete Agreement. This is required to, among other things, protect Biogen’s substantial investment in creating and maintaining its confidential and proprietary information, and to maintain goodwill with our customers, vendors and other business partners. You will receive an email shortly that contains a link to this agreement for your review and electronic signature.

Michael, we are excited at the prospect of your joining Biogen. To confirm your acceptance of this offer of employment, please electronically sign this letter by July 17, 2020. You will be provided with a signed copy electronically for your personal records. We would anticipate your first day of employment to be October 19, 2020. If you have any questions, please feel free to contact me.

Best Regards,

Eileen Rivera

Cc: Michel Vounatsos


I accept this offer of employment and acknowledge the contingencies of employment described above, including the at-will nature of my employment.



ACCEPTED:

/s/ Michael McDonnell





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BIOGEN CASH SIGN-ON BONUS AGREEMENT

I have accepted a position of employment with Biogen that provides for payment to me of a cash sign-on bonus of $1,000,000.00 following commencement of employment. I understand that the full benefit of this cash sign-on bonus is conditioned upon my remaining an employee of Biogen for at least 36 months.

I hereby accept Biogen’s offer of a cash sign-on bonus according to the following terms:

The payment of the cash sign-on bonus by Biogen is taxable income to me and will be taxed at the time of payment.

I acknowledge and agree that if, within 36 months of my start date, I voluntarily terminate my employment or Biogen terminates my employment For Cause, as defined in the Biogen 2017 Inc. Omnibus Equity Plan, or for misconduct or poor performance, as determined in good faith by the Company, I will not have earned the cash sign-on bonus provided to me under this Agreement and I will repay such bonus according to the following schedule: (i) if my employment terminates on or before 12 months from my start date, the full amount of the cash sign-on bonus, net of the applicable proportion of tax withholdings; (ii) if my employment terminates after 12 months and on or before 24 months from my start date, 70% of the amount of the cash sign-on bonus, net of the applicable proportion of tax withholdings; or (iii) if my employment terminates after 24 months and on or before 36 months from my start date, 35% of the amount of the cash sign-on bonus, net of the applicable proportion of tax withholdings.

I shall pay to Biogen all such repayable amounts within thirty (30) days of the effective date of my employment termination or by the end of the year in which my employment terminates, whichever comes first. I voluntarily authorize Biogen to deduct, withhold and/or retain all or any portion of the amount which I may be required to refund or repay to Biogen hereunder from any wages, salary, vacation pay, severance pay or other pay which may be due and owing to me upon termination of employment, to the extent permitted under applicable law. I shall remain liable to Biogen for any amounts in excess of the sums so deducted, withheld and/or retained by Biogen.

Except as stated above, I shall have no liability or responsibility to refund or repay to Biogen any amounts paid by Biogen to me in connection with this sign-on bonus.

Nothing in this Agreement shall alter the at-will employment relationship between Biogen and me (e.g., Biogen and I can end the employment relationship at any time with or without cause). Therefore, I understand that nothing in this Agreement guarantees that the Company will employ me for any specific period of time.

My signature below acknowledges that I have read and understand this Agreement and agree to be bound by its terms.





/s/ Michael McDonnell            Michael McDonnell            July 16, 2020
Employee SignatureEmployee Name (Please Print)Date



image01.jpg                                        Exhibit 10.3




BY ELECTRONIC DELIVERY ([email address])

July 16, 2020
Revised August 5, 2020

Jeff Capello [Address]

Re:    Separation Agreement

Dear Jeff:

The purpose of this Separation Agreement (the “Agreement”) is to confirm the terms of your separation from Biogen Inc. or one of its subsidiaries (“Biogen” or the “Company”). The specific severance pay and benefits being offered to you, and the terms on which they are being offered, are described below. This consideration is conditioned on you timely signing and not revoking this Agreement and complying with all of its provisions.

1.Transition Period and Separation. Your employment with the Company will end on September 15, 2020 (the "Separation Date") provided that you satisfactorily perform your job duties and otherwise comply with Company rules and policies (as determined by the Company reasonably and good faith) from the date you received this Agreement through your Separation Date (“Transition Employment Period”).

You agree to continue performing your job duties to the Company’s reasonable satisfaction through your last day of work, August 15, 2020. Throughout the Transition Employment Period, you will continue receiving your regular pay and benefits, and will be available to Biogen to assist with the transition of your successor and will respond to any inquiries necessary for an orderly transition. Upon your Separation Date, Biogen will pay you all unpaid wages due through that date, including all accrued but unused vacation (which the parties agree is a total of 21 days). Unless otherwise provided for in this Agreement, benefits which have vested under any other employee benefit plan of the Company on or before the Separation Date will be managed in accordance with and subject to the terms and conditions of such plans.

2.Severance Pay and Benefits. In exchange for the mutual promises set forth in this Agreement, including the release of claims, and pursuant to the Severance Plan for U.S. Executive Vice Presidents, Biogen agrees to provide you with the following severance pay and benefits (the “Severance Pay and Benefits”), provided you accept this Agreement as described below, and do not revoke your acceptance pursuant to Section 7 below:

a.The Company will provide you with a lump sum payment in the amount of $1,892,625, less lawful deductions. This amount represents sixteen
(16) months of pay at your base salary and target bonus.




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b.Your coverage under the Company’s group health benefits will end on the last day of the month in which your employment terminates. Thereafter, the Company will subsidize your current level of participation in Biogen’s group medical, vision and dental insurance plans through December 31, 2021 (“COBRA Subsidy Period”), provided that you complete and timely submit your COBRA election form. In particular, during the COBRA Subsidy Period, you will be required timely to pay the employee portion of the premiums and the Company will pay the employer portion of the premiums at the same rate as paid on behalf of current employees, as long as you do not become eligible to participate in another medical, vision and/or dental insurance plan. After the COBRA Subsidy Period, you may continue your group health benefits through COBRA for the period permitted by law, by timely paying the full premiums at your sole expense. A notice regarding your COBRA rights and benefits will be mailed separately by ADP, Biogen’s COBRA administrator. The benefit period under COBRA will commence on the Separation Date. You agree to promptly notify the Company if you become eligible to participate in another medical, vision and/or dental insurance plan during the COBRA Subsidy Period.

c.The Company will forgive your obligation to repay Biogen the portion (35%) of your new hire sign-on bonus which would otherwise be due to Biogen based on the repayment terms of your Cash Sign-On Agreement, executed on November 18, 2017. You are responsible for any taxes that might result from the Company forgiving your repayment obligation.

d.The Company will provide you with up to twelve (12) months of executive outplacement services from a recognized provider of such services selected by the Company.

Supplemental Severance Pay: At the conclusion of the Transition Employment Period and after the Separation Date, if you accept and do not revoke your acceptance of the Reaffirmation of Release of Claims attached to this Agreement as Exhibit A (“Reaffirmation Agreement”), you will receive from Biogen supplemental severance pay (“Supplemental Severance Pay”). Payment of the Supplemental Severance Pay is expressly conditioned upon: (a) your signing and not revoking the Reaffirmation Agreement by the later of the 14-day period after your Separation Date or 21 days from your receipt of this Agreement; and (b) the termination of your employment. The Supplemental Severance Pay will be a lump sum payment to you in the amount of $2,600,000, less lawful deductions. This amount is in appreciation for your years of service to the Company and in recognition of your unvested equity. The Supplemental Severance Pay is discretionary and not intended to exactly replicate any benefits you may have been eligible to receive, if you had remained employed, pursuant to the Company’s equity, incentive or bonus programs.
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The Severance Pay and Benefits and Supplemental Severance Pay will be paid within fifteen
(15) business days of the effective date of the Reaffirmation Agreement, except for (i) the outplacement benefits described in Section 2(d) which may begin at your initiation after execution of this Agreement but within six months of your Separation Date, and for the COBRA subsidy benefits described in Section 2(b) which will commence after you elect COBRA within the time periods required by applicable law (which will be retroactive to the Separation date if such benefits are timely elected).

3.Employee Affirmations. Biogen will pay you all unpaid wages due through your Separation Date, including all accrued but unused vacation. You affirm and agree that, with the payments and benefits set forth in this Agreement, you will have received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to you. You furthermore affirm that you have no known workplace injuries or occupational diseases and have been provided and/or have not been denied any leave requested under the Family and Medical Leave Act. You also affirm that you have not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including without limitation, any allegations of corporate fraud. In addition, you affirm that all decisions regarding your pay and benefits through the date of your execution of this letter agreement and general release were not discriminatory based on age, disability, race, color, sex religion, national origin or any other classification protected by law.

You represent that, based on your current knowledge and understanding, you have complied with all laws, regulations, rules and policies pertaining to Medicare, Medicaid, or any other federal health care program while employed at Biogen. You further affirm that either (i) you are unaware of any non-compliant conduct by Biogen or its employees; or (ii) you have provided Biogen with any and all information you have, whether based on direct or indirect information, of any wrongdoing, irregularities, improprieties or illegalities regarding the ordering or delivery of any item or performance of any service by Biogen that is reimbursable by Medicare, Medicaid, or any other federal health care program.

You acknowledge and agree that, but for executing this Agreement, you would not be receiving the Severance Pay and Benefits, or Supplemental Severance Pay, described herein. If you apply for and accept a position at Biogen (in any capacity, including employee, supplemental staff, contractor, consultant, etc.) either before or within 16 months following your Separation Date, you agree to repay Biogen a prorated amount of the Severance Pay and Benefits you received.

4.Long-Term Incentive (LTI) Awards. You acknowledge and agree that, in accordance with the Company’s Omnibus Equity Plan and award agreements, all of your LTI awards that are unvested as of the Separation Date will be forfeited and revert to Biogen on the Separation Date and you will have no further or future rights to any of those forfeited and reverted LTI Awards.

5.Release of Claims. In consideration for the promises and representations of Biogen as
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described in this Agreement, you hereby agree to forever release and discharge Biogen and any of its divisions, affiliates, subsidiaries, related entities, and its and their current and former directors, officers, employees, attorneys, agents, insurers, successors and assigns, in their individual and official capacities, as well as their health, welfare and benefits plans and programs or the administrators or trustees of the plans and programs (collectively “Releasees”), from any and all claims, demands, actions, liabilities, obligations, accounts, expenses, attorneys’ fees and causes of action, of every kind and nature, in law, equity or otherwise, whether known or unknown, asserted or unasserted, which you ever had, now have, or which may hereafter accrue in connection with any event, act or occurrence arising prior to the date that you execute this Agreement, including but not limited to all matters that arise in any way out of your employment or separation from employment with Biogen.

This release is to be interpreted broadly and is intended to include, without limitation, any and all claims you may have against Releasees under federal, state or local statutes, ordinances, regulations or rules, including without limitation the following:

(a)Any and all federal statutory or regulatory claims such as claims under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29
U.S.C. § 2101 et seq., and the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.
§1001 et seq., the Sarbanes-Oxley Act of 2002, the Immigration Reform and Control Act, the Equal Pay Act, Sections 1981 thorough 1988 of Title 42 if the United States Code and the Genetic information Nondiscrimination Act.

(b)Any and all state statutory or regulatory claims such as claims under the Massachusetts Fair Employment Practices Law, M.G.L. ch. 151B; the Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 149, 150,150A-150C, 151, 152, 152A, et seq.; and the Massachusetts Wage and Hour laws, G.L. c. 151§1A et seq.; the North Carolina Equal Employment Practices Act – N.C. Gen. Stat. §143-
422.1 et seq.; the North Carolina Persons With Disabilities Protection Act – N.C. Gen. Stat. §168A-1 et seq.; the North Carolina Retaliatory Employment Discrimination Law – N.C. Gen. Stat. §95-240 et seq.; the North Carolina Wage and Hour Act, as amended, including N.C. Gen. Stat. §95-25.2 et seq., and §95-25.14 et seq.

(c)Any and all other claims under public policy, contract, tort or common law such as claims for breach of contract, detrimental reliance, breach of the covenant of good faith and fair dealing, wrongful discharge, employment discrimination, harassment, or
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retaliation, infliction of emotional distress, negligence, defamation, fraud, and non- payment of wages or benefits.

(d) Any and all claims for recovery of costs, fees, or other expenses including attorneys’ fees incurred in any matter.

Notwithstanding the foregoing, by signing this Agreement, you are not waiving any rights you may have to: (i) your own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; (iv) enforce this Agreement; (v) challenge the validity of this Agreement; and/or (vi) indemnification pursuant to the indemnification agreement between you and Biogen dated December 11, 2017 (the “Indemnification Agreement”), under the Company’s by-laws and certificate of incorporation, and coverage, if any, under a Biogen directors and officers insurance policy.

Nothing in this release or elsewhere in this Agreement shall be deemed to prohibit you from filing a charge or complaint of employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or equivalent state agency, or from participating in any investigation or proceeding conducted by the EEOC or equivalent state agency. Notwithstanding your right to file a charge or complaint with and/or participate in any investigation or proceeding by the EEOC or equivalent state agency, to the fullest extent permitted by law, you expressly waive your right to recover any individual monetary relief or other individual remedies from Biogen or any other Releasees, in any administrative action or proceeding, whether state or federal, and whether brought by you or on your behalf by an administrative agency, related in any way to the matters released herein. Likewise, nothing in this release or elsewhere in this Agreement (including without limitation any confidentiality or non-disparagement obligations below) shall be construed to prevent you from responding truthfully and completely to any lawfully issued court order or subpoena or from communicating with a government agency.

6. Consideration Period. In signing this Agreement, you acknowledge that you understand its provisions, that your agreement is knowing and voluntary, that you are hereby afforded an opportunity to take at least twenty-one (21) days to consider its terms and consult with or seek advice from any person of your choosing, and that you are hereby advised by the Company to consult with an attorney prior to executing the Agreement. You acknowledge that, if you choose to sign this Agreement as by the dates set forth below, you have had a fully adequate opportunity to review the Agreement. You agree that any modifications, material or otherwise, do not restart, extend or affect in any manner the original consideration period.

7.Revocation Period. You further understand that for a period of seven (7) days following your execution of this Agreement, you may revoke the Agreement, and this Agreement shall not become effective or enforceable until this seven (7) day revocation period has expired, therefore
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making the effective date the eighth (8th) day after this Agreement is signed by you, provided that you do not revoke this Agreement during the seven (7) day revocation period (the “Effective Date”). Any revocation within the seven (7) day revocation period must be personally delivered or mailed by Federal Express or Express Mail to Ginger Gregory at Biogen, 225 Binney Street, Cambridge, MA 02142, within seven (7) days of your execution of this Agreement. This Agreement shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Massachusetts or the state in which you reside, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday.


8.No Pending Suits. You acknowledge and agree that you have no pending lawsuit or complaint against Biogen or any of the other Releasees in any court of law. You further waive the right to seek or receive any money damages based upon any claim that might be asserted arising out of your employment against Biogen or any of the other Releasees.

9.Return of Property. You agree to return (and not destroy) all property and documents of Biogen in your custody and possession on or before your Separation Date. This includes, without limitation, all Biogen-related documents, both in paper and electronic form, all Biogen equipment and other property such as laptop or other portable computers, lab notebooks, proprietary and/or confidential company information, parking passes, your office and building keys and/or security cards, and your identification badge. Biogen will make arrangements for your return of any property by providing you with suitable mailing materials. Excepted from this provision is your Company-issued iPhone, which Biogen will permit you to retain provided that:
(a) your device will be wiped by the Company on August 15, 2020; and (b) you transfer your device to your own personal data plan by September 15, 2020.

10.Non-Compete/Non-Solicitation and Confidentiality of Company Information. You agree to abide by all common law and statutory obligations relating to the protection and non- disclosure of Biogen’s trade secrets and confidential and proprietary documents and information. In addition, by accepting this Agreement, you hereby confirm that you have previously executed on or around November 18, 2017 Biogen’s Proprietary Information and Inventions and Non- Compete Agreement (“PII Agreement”), which is incorporated herein by this reference and attached hereto as Exhibit B, and you hereby reaffirm and/or agree to all obligations under the PII Agreement that survive the termination of your employment, including but not limited to the Non-Solicitation and Non-Compete restrictions therein (paras. 17-22).

11.Confidentiality of This Agreement. Except as required by law, you agree not to disclose the existence or content of this Agreement to any person, firm or entity, except to your accountant(s), financial planner(s), attorney(s), and members of your immediate family, and to them only if they agree to keep this Agreement confidential.



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12.Breach. In the event of your material breach of Paragraphs 9, 10, 11, 13, or 14 of this Agreement or of any provision of the PII Agreement: (a) all of Biogen’s obligations under this Agreement shall cease; (b) you agree to repay Biogen (i) all compensation paid to you under this Agreement other than wages and accrued vacation earned through your Separation Date, and (ii) the value of all benefits you received under this Agreement; and (c) the general release set forth in paragraph 5 remains in full force and effect. This provision shall in no way affect Biogen’s ability to recover other damages, or obtain any other form of relief, otherwise available as a result of your breach of the PII Agreement.

13.Cooperation. You agree that you will make yourself available to Biogen, upon reasonable notice, either by telephone or in person to assist Biogen in any matter relating to the services performed by you during your employment with Biogen. You also agree that you will cooperate fully with Biogen in the defense or prosecution of any claims or actions now in existence or which may be brought in the future or on behalf of Biogen or its agents. Your full cooperation in connection with such claims or actions shall include, but not be limited to, your being available to meet with Biogen's counsel to prepare for trial or discovery or an administrative hearing and to act as a witness when requested by Biogen at reasonable times designated by Biogen. To the extent that the Company requests your cooperation, the Company will seek to accommodate your schedule and will reimburse you for reasonable out-of-pocket and travel expenses consistent with the Company’s travel and expense reimbursement policy then in effect, provided such expenses are approved by Biogen in advance and are substantiated with receipts or other appropriate documentation required by Biogen. Nothing in this section is intended or should be construed as requiring anything other than your cooperation in providing truthful and accurate information.

14.Non-Disparagement. You agree not to make any statements that are, or could reasonably be interpreted to be, disparaging about, or adverse to the business interests of Biogen, its directors, officers, and employees, including but not limited to, any statements that disparage any product, service, finances, capability or any other aspect of the business of Biogen. Breach of this provision shall constitute a material breach of this Agreement and cause substantial, irreparable harm to Biogen, for which you acknowledge there would be no adequate remedy at law. Biogen agrees that it will instruct the following Biogen employees not to make any statements that are, or could reasonably be interpreted to be, disparaging about you, or adverse to your business interests: Michel Vounatsos, Susan Alexander and Ginger Gregory. It shall not be a breach of this section 14 for any Biogen employee, contractor, officer, director or other personnel to make a truthful statement about your accomplishments at Biogen; and you may state that your employment with Biogen ended based on a mutual parting of ways.

15.Miscellaneous. Except as expressly provided for herein, this Agreement supersedes any and all prior oral or written agreements and sets forth the entire agreement between Biogen and you with respect to your separation from Biogen, including without limitation, any severance plan or policy. Notwithstanding anything in the foregoing sentence to the contrary, the Indemnification Agreement and your obligations under the PII shall continue in
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full force and effect. No variations or modifications may be effective unless reduced to writing and signed by both parties.

This Agreement shall be deemed to have been made in Massachusetts and shall take effect as an instrument under seal within Massachusetts. The validity, interpretation and performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of Massachusetts, without giving effect to conflict of law principles. Any action, demand, claim or counterclaim arising under this Agreement shall be commenced in Massachusetts and both parties acknowledge that material witnesses and documents would be located within Massachusetts. Both you and Biogen waive the right to a trial by jury with respect to any such action or proceeding.

The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one agreement. Execution of a facsimile copy of this Agreement shall have the same force and effect as execution of an original, and a facsimile or PDF signature shall be deemed an original and valid signature.

It is Biogen’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you are encouraged and given an opportunity to consult with legal counsel. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the provisions and effects of this Agreement and to consult with legal counsel, that your agreements and obligations under this Agreement are made voluntarily, knowingly and without duress and that neither Biogen nor its agents or representatives have made any representations inconsistent with this Agreement.

16.No Admissions. The parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement and the release shall be deemed or construed at any time for any purpose as an admission by Releasees of any liability or wrongdoing.

Nothing in this Agreement shall be construed to prevent you from responding truthfully and completely to any lawfully issued court order or subpoena or from communicating with a government agency.


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If the foregoing correctly sets forth our agreement, please electronically sign, date and return this Agreement to HR Operations by 5:00 p.m. ET on August 14, 2020. Please print a copy of the Agreement for your records.
Very truly yours,
/s/ Ginger Gregory Ginger Gregory
EVP, Human Resources

The foregoing Separation Agreement is agreed to and accepted by me on August 6, 2020.

    /s/ Jeff Capello              Jeff Capello

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Exhibit A REAFFIRMATION OF RELEASE OF CLAIMS

1.This Reaffirmation of Release of Claims (“Reaffirmation Agreement”) is being executed by me upon the ending of my employment with Biogen Inc. or one of its subsidiaries (“Biogen” or “the Company”), pursuant to the Separation Agreement previously signed by the parties (“Separation Agreement”). I understand that this Reaffirmation Agreement may not be signed by me until after my last day of employment with Biogen and will be considered null and void if I sign it before such date. I also understand that this Reaffirmation Agreement must be signed before the later of (a) 14 days after my Separation Date; and (b) 21 days from receipt of this Reaffirmation Agreement, in order to be eligible for the Supplemental Severance Pay (as that term is defined in the Separation Agreement).
2.In consideration for the Supplemental Severance Pay (as that term is defined in the Separation Agreement), I hereby reaffirm my agreement to all of the terms and conditions of that Separation Agreement, including my agreement to release any and all claims, known or unknown, against the Releasees, as that term is defined therein. Specifically, I hereby agree to forever release and discharge Biogen and any of its divisions, affiliates, subsidiaries, related entities, and its and their current and former directors, officers, employees, attorneys, agents, insurers, successors and assigns, in their individual and official capacities, as well as their health, welfare and benefits plans and programs or the administrators or trustees of the plans and programs (collectively “Releasees”), from any and all claims, demands, actions, liabilities, obligations, accounts, expenses, attorneys’ fees and causes of action, of every kind and nature, in law, equity or otherwise, whether known or unknown, asserted or unasserted, which I ever had, now have, or which may hereafter accrue in connection with any event, act or occurrence arising prior to the date that I execute this Reaffirmation Agreement, including but not limited to all matters that arise in any way out of my employment or separation from employment with Biogen.

I agree that this release is to be interpreted broadly and is intended to include any claims I may have against Releasees including, without limitation, any and all claims under federal, state or local statutes, ordinances, regulations or rules, including without limitation the following:

a)Any and all federal statutory or regulatory claims such as claims under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29
U.S.C. § 2101 et seq., and the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.
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§1001 et seq., the Sarbanes-Oxley Act of 2002, the Immigration Reform and Control Act, the Equal Pay Act, Sections 1981 thorough 1988 of Title 42 if the United States Code; and the Genetic information Nondiscrimination Act.


b)Any and all state statutory or regulatory claims such as claims under the Massachusetts Fair Employment Practices Law, M.G.L. ch. 151B; the Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 149, 150,150A-150C, 151, 152, 152A, et seq.; and the Massachusetts Wage and Hour laws, G.L. c. 151§1A et seq.; the North Carolina Equal Employment Practices Act – N.C. Gen. Stat. §143-
422.1 et seq.; the North Carolina Persons With Disabilities Protection Act – N.C. Gen. Stat. §168A-1 et seq.; the North Carolina Retaliatory Employment Discrimination Law – N.C. Gen. Stat. §95-240 et seq.; the North Carolina Wage and Hour Act, as amended, including N.C. Gen. Stat. §95-25.2 et seq., and §95-25.14 et seq.

c)Any and all other claims under public policy, contract, tort or common law such as claims for breach of contract, detrimental reliance, breach of the covenant of good faith and fair dealing, wrongful discharge, employment discrimination, harassment, or retaliation, infliction of emotional distress, negligence, defamation, fraud, and non- payment of wages or benefits.

d)Any and all claims for recovery of costs, fees, or other expenses including attorneys’ fees incurred in any matter.

By signing this Reaffirmation Agreement, I understand that I am not waiving any rights I may have to: (i) my own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Reaffirmation Agreement; (iv) enforce the Separation Agreement or this Reaffirmation Agreement; (v) challenge the validity of the Separation Agreement or this Reaffirmation Agreement; and/or (vi) indemnification under the Indemnification Agreement, under the Company’s by-laws and certificate of incorporation, and coverage, if any, under a Biogen directors and officers insurance policy.
3.I further represent that, as of the date I sign this Reaffirmation Agreement, I have not filed any lawsuits, complaints, petitions, claims or other accusatory pleadings against the Company or any of the Releasees in any court of law. I further agree that, to the fullest extent of the law, I will not prosecute in any court, whether state or federal, any claim or demand of any type related to the matters released, it being the intention of the parties that with the execution of this Reaffirmation Agreement, the Releasees will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of me related in any way to the matters discharged herein. Additionally, I expressly waive my right to recover any type of personal relief from the Company, including monetary damages or reinstatement, in any administrative
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action or proceeding, whether state or federal, and whether brought by me or on my behalf by an administrative agency, related in any way to the matters released herein.


4.This Reaffirmation Agreement is also intended to release and discharge any claims I may have under the Age Discrimination in Employment Act (“ADEA”) based on any transactions or occurrences between the Company and me after the execution date of the Separation Agreement and through the Effective Date of the Reaffirmation Agreement. To satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. § 626(f), the parties agree as follows:
a)I acknowledge that I have read and understand the terms of this Reaffirmation Agreement.
b)I understand that I am advised to consult with an attorney concerning this Reaffirmation Agreement and have received all legal advice I deem necessary concerning this Reaffirmation Agreement.
c)I have been given until the later of (a) a date that is 14 days after the Separation Date; and (b) 21 days from receipt of this Reaffirmation Agreement, to consider whether or not to enter into this Reaffirmation Agreement, and have taken as much of this time as necessary to consider whether to enter into this Reaffirmation Agreement, and have chosen to enter into this Reaffirmation Agreement freely, knowingly and voluntarily.
d)For a seven day period following the execution of this Reaffirmation Agreement, I understand that I may revoke this Reaffirmation Agreement, by personally delivering or mailing by Federal Express or Express Mail, a written revocation to Ginger Gregory at Biogen, 225 Binney Street, Cambridge, MA 02142, within seven (7) days of my execution of this Reaffirmation Agreement, on or before the seventh day in order to be effective. This Reaffirmation Agreement shall not become effective and enforceable until the revocation period has expired. I understand that the Supplemental Severance Pay called for in paragraph 2 of the Separation Agreement is expressly conditioned upon my signing this Reaffirmation Agreement and will not be paid before the eighth day after I sign and deliver this Reaffirmation Agreement to the Company (“the Effective Date of the Reaffirmation”). I further understand that any revocation of this Reaffirmation Agreement shall not act as a revocation of the Separation Agreement or otherwise impact the validity of the release of claims contained in the Separation Agreement.
e)I understand that this Reaffirmation Agreement shall not apply to any claims for age discrimination that arise after the Effective Date of this Reaffirmation Agreement.
5.With the sole exception of the Severance Pay and Benefits and the Supplemental Severance Pay, I acknowledge that I have received all compensation, wages, bonuses, commissions, payout for accrued paid time off, expense reimbursement and/or benefits of any kind to which I may be entitled and that no other compensation, wages, bonuses, commissions,
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payout for accrued paid time off, expense reimbursement and/or benefits of any kind are owed to me by the Company.
6.Entire Agreement; Integration. I understand that this Reaffirmation Agreement and the Separation Agreement, including without limitation the provisions referenced in paragraph 10 of the Separation Agreement and expressly incorporated therein, represent the entire agreement between me and the Company with respect to the subject matter hereof, superseding all previous oral or written communications, representations, understandings or agreements relating to this subject.


I understand that nothing in this Reaffirmation Agreement shall be deemed to prohibit me from filing a charge or complaint of employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or equivalent state agency, or from participating in any investigation or proceeding conducted by the EEOC or equivalent state agency. Notwithstanding my right to file a charge or complaint with and/or participate in any investigation or proceeding by the EEOC or equivalent state agency, to the fullest extent permitted by law, I expressly waive my right to recover any individual monetary relief or other individual remedies from Biogen or any other Releasees in any administrative action or proceeding, whether state or federal, and whether brought by me or on my behalf by an administrative agency, related in any way to the matters released herein. Likewise, nothing in this Reaffirmation Agreement shall be construed to prevent me from responding truthfully and completely to any lawfully issued court order or subpoena or from communicating with a government agency.

BY SIGNING BELOW, I certify that I have read and understand all of this Reaffirmation Agreement, that I have received any advice or counsel I deem necessary regarding this Reaffirmation Agreement, and that I am is entering into this Reaffirmation Agreement freely and voluntarily, intending to be bound by its terms.


Dated: September 16, 2020    By: / s/ Jeff Capello    
Jeff Capello

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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michel Vounatsos, certify that:

1.I have reviewed this quarterly report of Biogen Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 21, 2020 /s/ Michel Vounatsos
 Michel Vounatsos
 Chief Executive Officer


Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael R. McDonnell, certify that:

1.I have reviewed this quarterly report of Biogen Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 21, 2020/s/ Michael R. McDonnell
Michael R. McDonnell
Executive Vice President and
Chief Financial Officer



Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Biogen Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 21, 2020 /s/ Michel Vounatsos
 Michel Vounatsos
 Chief Executive Officer
 [principal executive officer]
 
Date: October 21, 2020 /s/ Michael R. McDonnell
 Michael R. McDonnell
 Executive Vice President and
 Chief Financial Officer
 [principal financial officer]
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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