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EXHIBIT 10.24
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 (the "Amendment") to that certain Employment
Agreement (the "Employment Agreement") dated as of November 8, 1994, as amended
by Amendment No. 1 dated as of November 22, 1995, by and among XXXX X. XXXXXXX
(the "Employee"), BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the
"Company"), and SCIMED LIFE SYSTEMS, INC., a Minnesota corporation ("SCIMED") is
entered into as of October 21, 1997.
WHEREAS, the Employee, the Company and SCIMED entered into the
Employment Agreement effective November 8, 1994; and
WHEREAS, the Employee, the Company and SCIMED amended the Employment
Agreement by Amendment No. 1, effective November 22, 1995; and
WHEREAS, the Employee, the Company and SCIMED wish to modify further
the terms of the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in consideration of the continued employment of the Employee by the
Company under the terms and conditions of the Employment Agreement as modified
by this Amendment, the parties agree as follows:
1. Unless otherwise specifically defined herein, all capitalized terms
have the meanings ascribed to them in the Employment Agreement.
2. Except as specifically amended, modified or supplemented herein,
the terms and conditions of the Employment Agreement remain unchanged and in
full force and effect. Any ambiguity or conflict between the terms and
conditions of this Amendment and those of the Employment Agreement shall be
governed by the terms of this Amendment.
3. The Employment Agreement, as amended by Amendment No. 1 thereto, is
hereby further amended by deleting Section 7 thereof in its entirety, and
substituting in its place the following:
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7. Part-Time Employee.
(a) Part-Time Employment. Effective March 1, 1996, Employee's
employment status changed from a full-time employee to a
regular part-time employee. Employee's status as a regular
part-time employee shall continue, subject to the terms and
conditions of this Employment Agreement. As a regular
part-time employee, Employee shall have such duties and
responsibilities and perform such other assignments as are
consistent with the Employee's expertise and experience and
previous services to the Company.
(b) Obligations. The Employee shall remain based in Minneapolis
and shall be obligated to perform services on behalf of the
Company for no more than 40 hours per month during the term of
his status as a regular part-time employee. Expense
reimbursement consistent with that given to senior executives
of the Company shall be provided to Employee by the Company.
As a part-time employee, Employee may provide consulting
services to other companies consistent with the provisions of
Section 8, provided that such services do not unreasonably
interfere with his obligations hereunder.
(c) Reporting Function. The Employee shall report directly to the
Chief Executive Officer of the Company and/or one or more
other senior executives of the Company designated by the Chief
Executive Officer.
(d) Term. The Employee's term as a regular part-time employee
shall extend through March 1, 2004, on which date his
employment will end. The Company may earlier terminate the
Employee's part-time employment, and the Employment Agreement,
as amended, only for Cause.
(e) Compensation. The Employee shall be compensated during his
term as a regular part-time employee at an annual rate in the
amount of the Employee's Base Compensation, subject to all
necessary withholding on salary, but Employee shall not be
eligible for any bonus. The Employee will continue to
participate in the company's medical, dental, life insurance
and disability plans and any other benefit plans the Company
offers to regular part-time employees.
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4. This Amendment may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
BOSTON SCIENTIFIC CORPORATION SCIMED LIFE SYSTEMS, INC.
By ____________________________________ By _____________________________
Xxxxx X. Xxxxxxxx Xxxxxxxx C. Best
Chairman and Chief Executive Officer Chief Financial Officer
____________________________
Xxxx X. Xxxxxxx
