Exhibit 10.3
IDEC PHARMACEUTICALS CORPORATION
1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Amended and Restated through February 19, 2003)
1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Amended and Restated through February 19, 2003)
Pursuant to Section VIII of the Idec Pharmaceuticals Corporation 1993 Non-Employee Directors Stock
Option Plan (the Plan), Biogen Idec Inc. amends the Plan as follows:
1. Section II is amended, effective as of June 1, 2011, to include the following definition:
For Cause: any act of: (i) fraud or intentional misrepresentation, or (ii) embezzlement,
misappropriation or conversion of assets or opportunities of the Corporation or any affiliate. The
determination of the Board, or the committee appointed to administer the Plan, as to the existence
of circumstances warranting a termination For Cause shall be conclusive.
2. Section VI.G. is amended, effective as of June 1, 2011, to read in its entirety as follows:
1. In the event that the Optionees Board service shall terminate for any reason other than
For Cause, any option grant held by the Optionee, to the extent that it is or becomes vested at the
time of such termination, shall remain exercisable by the Optionee (or, in the event of the
Optionees death while such Option is still outstanding, by the Optionees legal representatives,
heirs or legatees) for the three-year period following such termination, but in no event following
the expiration of the Option term.
2. In the event of the termination of the Optionees Board service For Cause, each outstanding
option grant held by the Optionee shall be cancelled as of the commencement of business on the date
of such termination.