Boston Scientific Corporation Deferred Stock Unit Award June 5, 2007 Samuel R. Leno PLEASE RETAIN FOR YOUR RECORDS
EXHIBIT
10.1
Boston
Scientific Corporation
2003
Long-Term Incentive Plan
June
5, 2007
Xxxxxx
X. Xxxx
PLEASE
RETAIN FOR YOUR RECORDS
BOSTON
SCIENTIFIC CORPORATION
This
Agreement dated as of the 5th of June,
2007 (the
“Grant Date”) is by and between Boston Scientific Corporation, a Delaware
corporation (the “Company”)
and the
“Participant”, an employee of the Company or any of its affiliates or
subsidiaries. All capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto in the Company’s Long-Term
Incentive Plan set forth on the Signature Page of this Agreement (the
“Plan”).
1. Grant
of Award. The Company hereby awards to the Participant that
number of Deferred Stock Units set forth on the Signature Page of this Agreement
(the “Award”), each Deferred Stock Unit representing the Company’s commitment to
issue to Participant one share of the Company’s common stock, par value $.01 per
share (the “Stock”), subject to certain eligibility and other conditions set
forth herein. The Award is granted pursuant to and is subject to the
terms and conditions of this Agreement and the provisions of the
Plan.
2. Eligibility
Conditions upon Award of Units. The Participant hereby
acknowledges and agrees that the Units awarded hereunder are subject to certain
eligibility and other conditions set forth herein and in the Plan.
3. Satisfaction
of Conditions. Except as otherwise provided in Section 5 hereof
(relating to death of the Participant), Section 6 hereof (relating to Retirement
or Disability of the Participant) and Section 8 hereof (relating to Change
in
Control of the Company), the Company shall deliver shares of Stock in the
amounts set forth on the signature page hereof subject to the eligibility
conditions described in Section 7 hereof in approximately equal annual
installments on each of the five anniversaries of the date first set forth
above, beginning on the first anniversary of the date of grant. No
shares of Stock shall otherwise be issued to Participant prior to the date
on
which the Units vest.
4. Participant’s
Rights in Stock. The shares of Stock if and when issued hereunder
shall be registered in the name of the Participant and evidenced in the manner
as the Company may determine. During the period prior to the issuance
of Stock, the Participant will have no rights of a stockholder of the Company
with respect to the Stock, including no right to receive dividends or vote
the
shares of Stock.
5. Death. Upon
the death of the Participant while employed by the Company and its affiliates
or
subsidiaries, the Company will issue to the Participant or beneficiary of the
Participant as set forth under the provisions of the Company’s program of life
insurance
for employees, any shares of Stock to be awarded to Participant hereunder that
remain subject to eligibility conditions.
6. Retirement
or Disability. In the event of the Participant’s Retirement or
Disability, the Company will issue to Participant any shares of Stock to be
awarded hereunder that remain subject to eligibility conditions. For
purposes of this Agreement, Retirement shall mean (i) Participant’s termination
from employment at the Company for any reason (other than for Cause (defined
below)), provided Participant has completed at least three (3) years of service
with the Company, or (ii) Participant’s involuntary termination from the Company
(other than for Cause (as defined below)). For purposes of this
Agreement, “Cause” shall mean: (a) conduct constituting a material
act of misconduct in connection with the performance of Participant’s duties; or
(b) criminal or civil conviction, a plea of nolo contendere or conduct
that would reasonably be expected to result in material injury to the reputation
of the Company if Participant were retained in his position with the
Company. In addition, “Disability” shall mean permanent and total
disability as determined under the Company’s long-term disability program for
employees then in effect, provided that such disability also meets the
requirements of Section 409A(a)(2)(C).
7. Change
in Control of the Company. In the event of a Change in Control of
the Company, the Company will issue to Participant any shares of Stock to
be
awarded hereunder that remain subject to eligibility conditions.
8. Other
Termination of Employment -- Eligibility Conditions. If the
Participant voluntarily terminates his employment with the Company prior
to
completing three (3) years of service with the Company, any Units that remain
subject to eligibility conditions shall be void and no Stock shall be issued
with respect thereto. Except as provided in Sections 5, 6 and 7,
eligibility to be issued shares of Stock is conditioned on Participant’s
continuous employment with the Company through and on the applicable anniversary
of the date set forth in Section 3 above.
9. Consideration
for Stock. The shares of Stock are intended to be issued for no
cash consideration.
10. Delivery
of Stock. The Company shall not be obligated to deliver any
shares of Stock to be awarded hereunder until (i) all federal and state laws
and
regulations as the Company may deem applicable have been complied with; (ii)
the
shares have been listed or authorized for listing upon official notice to the
New York Stock Exchange, Inc. or have otherwise been
accorded trading privileges; and (iii) all other legal matters in connection
with the issuance and delivery of the shares have been approved by the Company’s
legal department.
11. Tax
Withholding. The Participant shall be responsible for the payment
of any taxes of any kind required by any national or local law to be paid with
respect to the Units or the shares of Stock to be awarded hereunder, including,
without limitation, the payment of any applicable withholding, income, social
and similar taxes or obligations. Except as otherwise provided in
this Section, upon the issuance of Stock or the satisfaction of any eligibility
condition with
respect to the Stock to be issued hereunder, the Company shall hold back from
the total number of shares of Stock to be delivered to the Participant, and
shall cause to be transferred to the Company, whole shares of Stock having
a
Fair Market Value on the date the shares are subject to issuance an amount
as
nearly as possible equal to (rounded to the next whole share) the Company’s
withholding, income, social and similar tax obligations
with respect to the Stock. To the extent of the Fair Market Value of
the withheld shares, Participant shall be deemed to have satisfied Participant’s
responsibility under this Section 11 to pay these obligations. The
Participant shall satisfy Participant’s responsibility to pay any other
withholding, income, social or similar tax obligations with respect to the
Stock, and (subject to such rules as the Executive Compensation and Human
Resources Committee of the Board of Directors (the
“Committee”) may prescribe) may satisfy Participant’s responsibility to pay the
tax obligations described in the immediately preceding sentence, by so
indicating to the Company in writing at least thirty (30) days prior to the
date
the shares of Stock are subject to issuance and paying the amount of these
tax
obligations in cash to the Company within ten (10) business days following
the
date the Units vest or by making other arrangements satisfactory to the
Committee for payment of these obligations. In no event shall whole
shares be withheld by or delivered to the Company in satisfaction of tax
withholding requirements in excess of the maximum statutory tax withholding
required by law. The Participant agrees to indemnify the Company
against any and all liabilities, damages, costs and expenses that the Company
may hereafter incur, suffer or be required to pay with respect to the payment
or
withholding of any taxes. The obligations of the Company under this
Agreement and the Plan shall be conditional upon such payment or arrangements,
and the Company shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the
Participant.
12. Investment
Intent. The Participant acknowledges that the acquisition of the
Stock to be issued hereunder is for investment purposes without a view to
distribution thereof.
13. Limits
on Transferability. Until the eligibility conditions of this
Award have been satisfied and shares of Stock have been issued in accordance
with the terms of this Agreement or by action of the Committee, the Units
awarded hereunder are not transferable and shall not be sold, transferred,
assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered
by the Participant. Transfers of shares of Stock by the Participant
are subject to the Company’s Stock Trading Policy.
14. Award
Subject to the Plan. The Award made hereunder is subject to the
terms and conditions of this Agreement and the Plan, and the Participant agrees
to be
bound
by
the terms and conditions of the Agreement and the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby
incorporated herein by reference. This Agreement contains terms and
provisions established by the Committee specifically for the Award described
herein. In all other instances, in the event of a conflict between
any term or provision contained in this Agreement and a term or provision of
the
Plan, the applicable terms and conditions of the Plan shall
govern. However, no amendment of the Plan after the date hereof may
adversely alter the rights of the Participant under this Agreement without
the
consent of the Participant.
15. No
Rights to Continued Employment. The Company’s intent to grant the
shares of Stock hereunder shall not confer upon the Participant any right to
continued employment or other association with the Company or any of its
affiliates or subsidiaries; and this Award shall not be construed in any way
to
limit the right of the Company or any of its subsidiaries or affiliates to
terminate the employment or other association of the Participant with the
Company or to change the terms of such employment or association at any
time.
16. Legal
Notices. Any legal notice necessary under this Agreement shall be
addressed to the Company in care of its General Counsel at the principal
executive offices of the Company and to the Participant at the address appearing
in the personnel records of the Company for such Participant or to either party
at such other address as either party may designate in writing to the
other. Any such notice shall be deemed effective upon receipt thereof
by the addressee.
17. Governing
Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of The Commonwealth of Massachusetts
(without regard to the conflict of laws principles thereof) and applicable
federal laws.
18. Headings. The
headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.
19. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original and all of which together shall be deemed to the one
and the same instrument.
[remainder
of page intentionally left blank]
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the Company, by its
duly authorized officer, has executed and delivered this Agreement as a sealed
instrument as of the date and year first above written.
PLAN: 2003
LONG-TERM INCENTIVE PLAN
Number
of
Deferred Stock Units: 500,000
Issuance
Schedule:
|
20%
|
100,000
shares
|
June
5, 2008
|
||||
|
20%
|
100,000
shares
|
June
5, 2009
|
||||
|
20%
|
100,000
shares
|
June
5, 2010
|
||||
|
20%
|
100,000
shares
|
June
5, 2011
|
||||
|
20%
|
100,000
shares
|
June
5, 2012
|
||||
|
PARTICIPANT
___________________________________
Xxxxxx
X. Xxxx
BOSTON
SCIENTIFIC CORPORATION
By: ________________________________
Xxxxx
X. Xxxxx, President and
Chief
Executive Officer
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