FORM OF BOSTON SCIENTIFIC CORPORATION INTENT TO GRANT DEFERRED STOCK UNIT AWARD AGREEMENT
EXHIBIT
10.3
FORM
OF
BOSTON
SCIENTIFIC CORPORATION
INTENT
TO GRANT
This
Agreement, dated as of the 10th day of July, 2006 (the "Grant Date"), is between
Boston Scientific Corporation, a Delaware corporation (the "Company"), and
the
person whose name appears on the Signature Page of this Agreement (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
and Acceptance of Award.
The
Company hereby indicates its intent to award to the Participant that number
of
Deferred Stock Units set forth on the Signature Page of this Agreement (the
"Units"), each 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 intended to be 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.
Participant hereby acknowledges the intent of the Company to award Units subject
to certain eligibility and other conditions set forth herein.
3.
Satisfaction
of Conditions.
Except
as otherwise provided in Section 5 hereof (relating to death of the
Participant), Section 6 hereof (relating to Disability of the Participant),
Section 7 hereof (relating to Retirement of the Participant), Section 8 hereof
(relating to Other Conditions) and Section 10 hereof (relating to Change in
Control of the Company), the Company intends to award shares of Stock hereunder
subject to the eligibility conditions described in Section 9 hereof in
approximately equal annual installments on each of three anniversaries of the
date first set forth above, beginning on the first anniversary of the date
of
grant. No shares of Stock shall 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 Participant to be awarded
hereunder that remain subject to eligibility conditions.
6.
Disability.
In the
event of the Participant's Disability, the Company will issue to Participant
any
shares of Stock to be awarded hereunder that remain subject to eligibility
conditions.
7.
Retirement.
Upon the Participant’s Retirement, the Company will issue to Participant any
shares of Stock to be awarded hereunder that remain subject to eligibility
conditions.
8.
Other
Conditions. In the event of (i) a company-initiated termination of
Participant’s employment for reasons other than for Cause, or (ii) the
Participant’s decision to terminate employment for Good Reason (as defined in
the Retention Agreement between the Company and the Participant), the Company
will issue to Participant any shares of Stock to be awarded hereunder that
remain subject to eligibility conditions.
9.
Other
Termination of Employment -- Eligibility Conditions.
If the
employment of the Participant with the Company and its affiliates or
subsidiaries is terminated or Participant separates from the Company and its
affiliates or subsidiaries for any reason other than death, Disability,
Retirement or the Other Conditions described in Section 8 hereof, any Units
that
remain subject to eligibility conditions shall be void and no Stock shall be
issued to the Participant. 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 of grant as set forth in Section
3
above.
10.
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.
11.
Consideration
for Stock.
The
shares of Stock are intended to be issued for no cash
consideration.
12.
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
2
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.
13.
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 13 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 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.
14.
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.
15.
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.
16.
Award
Subject to the Plan.
The
award to be made pursuant to this Agreement is made subject to the Plan. The
terms and provisions of the Plan as it may be amended from time
3
to
time
are hereby incorporated herein by reference. 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 will govern and prevail.
However, no amendment of the Plan after the date hereof may adversely alter
or
impair the issuance of the Stock to be made pursuant to this
Agreement.
17.
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 Agreement 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.
18.
Legal
Notices.
Any
legal notice necessary under this Agreement shall be addressed to the Company
in
care of its General Counsel at the principle 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.
19.
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.
20.
Headings.
The
headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.
21.
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.
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IN
WITNESS WHEREOF, the Company, by its duly authorized officer, and the
Participant have 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: 50,000
Issuance
Schedule
33
1/3% July
1,
2007
33
1/3% July
1,
2008
33
1/3% July
1,
0000
| XXXXXX XXXXXXXXXX CORPORATION | ||
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Xxxxx X. Xxxxx |
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| PARTICIPANT | ||
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