AMENDED AND RESTATED
IDEC PHARMACEUTICALS CORPORATION
DEFERRED COMPENSATION PLAN
THIS AMENDED AND RESTATED DEFERRED COMPENSATION PLAN is adopted by IDEC
Pharmaceuticals Corporation a Delaware corporation (the "Company"), effective as of September 5, 2001, with
reference to the following:
A. The Company established a Deferred Compensation Plan effective January 1, 1999 (the "Original Plan") to
provide key employees and non-employee Board members a tax deferred, capital accumulation, retention
B. The Company desires to amend and restate the Original Plan as set forth herein.
C. This Plan is intended to provide benefits to a select group of management or highly compensated personnel in
order to attract and retain the highest quality executives. This Plan is NOT intended to be a qualified plan within
the meaning of sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the "Code").
D. This Plan is intended to be an unfunded plan for purposes of the Employee Retirement Income Security act of
1975, as amended ("ERISA").
NOW, THEREFORE, the Company hereby adopts the IDEC Pharmaceuticals Corporation Deferred
Compensation Plan on the following terms and conditions:
1.0 Definitions. Whenever used in this Plan, the following words and phrases shall have the same meaning set
forth below, unless a different meaning is expressly provided or plainly required by the context in which the words
or phrases are used:
1.1 Beneficiary means a person designated by a Participant to receive Plan benefits in the event of the
1.2 Board means the Board of Directors of the Company and its successors.
1.3 Controller means the Vice President and Controller of the Company and their successors.
1.4 Change in Control of Company means:
(A) a change in ownership, or power to vote such that 35% or more of the voting stock of the Company is
concentrated in the hands of any one person, entity or group of related persons or entities or group of p