Form of Boston Scientific Corporation
EXHIBIT
10.2
Form
of
Boston
Scientific Corporation
2003
Long-Term Incentive Plan
Non-Qualified
Stock Option Agreement
July
10, 2006
PREPARED
FOR:
Name
This
Agreement is entered into by and between Boston Scientific Corporation (the
"Corporation") and the person whose name appears on the signature page hereof
(the "Optionee") effective as of the 10th day of July, 2006. This Agreement
is
made pursuant to the Boston Scientific Corporation 2003 Long-Term Incentive
Plan, as amended (the "Plan"), which is administered by the
Committee.
Capitalized
terms not defined in this Agreement have the same meanings specified in the
Plan.
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X.
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Xxxxx
of Option
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The
Corporation hereby grants to the Optionee a Non-Qualified Stock Option (the
"Option") to purchase that number of shares of common stock of the Corporation
set forth on the signature page hereof (the "Option Shares") at the price set
forth on the signature page hereof (the "Exercise Price").
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II.
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Term
and Vesting of Option
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Except
as
otherwise provided in Section IV, the Option shall have a term of ten (10)
years
from July 10, 2006 until July 10, 2016 and shall vest in accordance with the
vesting schedule set forth on the signature page hereof.
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III.
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Exercise
of Option
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While
this Option remains exercisable, the Optionee may exercise a vested portion
of
the Option by delivering to the Corporation or its designee in the form and
at
the location specified by the Corporation, notice stating the Optionee's intent
to exercise a specified number of shares subject to the Option and payment
of
the full Exercise Price for the specified number of shares. The payment for
the
full Exercise Price for the shares exercised must be made in (i) cash, (ii)
by
certified check or bank draft payable in U.S. dollars ($US) to the order of
the
Corporation, or (iii) in whole or in part in Common Stock of the Corporation
owned by the Optionee, valued at Fair Market Value.
Shares
of
Common Stock of the Corporation used for payment, in whole or part, of the
Exercise Price must have been owned by the Optionee, free and clear of all
liens
or encumbrances for a period of at least six (6) months prior to the exercise
date. In addition, the Committee may impose such other or different requirements
as it may deem necessary to avoid charges to earnings of the
Corporation.
The
exercise date for the Optionee's exercise of all or a specified portion of
the
Option pursuant to this Section III will be deemed to be the date on which
the
Corporation receives the irrevocable commitment from the Optionee to exercise
the Option Shares in the form of notice of exercise specified by the
Corporation, subject to Optionee's payment in full for the Option Shares to
be
exercised. Notice of exercise of all portions of the Option being exercised
along with payment in full of the Exercise Price for such portion must be
received by the Corporation or its designee on or prior to the last day of
the
Option term, as set forth in Section II above, except as provided in Section
IV
below.
Upon
the
Corporation's determination that there has been a valid exercise of the Option,
the Corporation shall issue certificates in accordance with the terms of this
Agreement, or cause the Corporation’s transfer agent to make the necessary book
entries, for the shares subject to the exercised portion of the Option. However,
the Corporation shall not be liable to the Optionee, the Optionee's personal
representative, or the Optionee's successor(s)-in-interest for damages relating
to any delays in issuing the certificates or in making book entries, any loss
of
the certificates, or any mistakes or errors in the issuance of the certificates
or in making book entries, or in the certificates themselves.
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IV.
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Termination
of Service
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Upon
the
Optionee’s termination of employment for reasons of Retirement, death or
Disability, all remaining unexercised portion(s) of the Option shall immediately
vest and become exercisable by the Optionee or the Optionee's appointed
representative, as the case may be, until the expiration of term of the Option,
or such other term as the Committee may determine at or after grant. In
addition, in the event of the Optionee’s termination of employment for reasons
of (i) a company-initiated termination of employment other than for Cause,
or
(ii) the Optionee’s decision to terminate employment for Good Reason (as defined
in the Retention Agreement between the Company and the Optionee) during the
vesting period of the Option, all remaining unexercised portions of the Option
shall vest and become immediately exercisable by the Optionee until the
expiration date of the Option or such other time as the Committee may determine
at or after grant.
Upon
termination of the Optionee’s employment for reasons other than for Cause or as
listed in this Section IV above, the Optionee shall have the shorter of (i)
twelve (12) months from the date of departure or (ii) the remaining term of
the
Option, to exercise all vested, unexercised portion(s) of the Option. Upon
termination of the Optionee's employment for reasons other than for those set
forth above, all non-vested unexercised portions of the Option shall lapse;
provided that the Committee, in its sole discretion, may extend the exercise
period and/or accelerate vesting of unvested portions of the Option provided
that such exercise period does not extend beyond the original term of the Option
and no portion of the Option shall become vested earlier than six (6) months
from the date of grant.
At
the
time the Optionee is informed of termination of the Optionee’s employment for
Cause, all unexercised portions of the Option shall lapse and be forfeited.
The
Option, to the extent unexercised on the date following the end of any period
described above or the Option term set forth above in Section II, shall
thereupon lapse and be forfeited.
Any
permitted transferee (pursuant to Section VIII below) of the Optionee shall
receive the rights herein granted subject to the terms and conditions of this
Agreement. No transfer of this Option shall be approved and effected by the
Corporation unless (i) the Corporation shall have been timely furnished with
written notice of such transfer and any copies of such notice as the Committee
may deem, in its sole discretion, necessary to establish the validity of the
transfer; (ii) the transferee or transferees shall have agreed in writing to
be
bound by the terms and conditions of this Agreement; and (iii) such transfer
complies with applicable laws and regulations.
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V.
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No
Rights to Continued
Membership
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The
Option grant made under the Plan and this Agreement shall not confer on the
Optionee any right to continue serving as an employee of the Corporation and
this Agreement shall not be construed in any way to limit the Corporation’s
right to terminate or change the terms of the Optionee’s
employment.
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VI.
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Change
in Control
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All
unvested portions of the Option shall vest in the event of a Change in Control
(as defined in the Plan), immediately prior to the effective date of the Change
in Control. All vested portions of the Option shall terminate immediately prior
to the Change in Control unless the Committee provides, at its discretion,
for
the substitution or assumption of the Option, by conversion into an option
to
acquire securities of equivalent kind and value of the surviving entity as
of
the effective date of the Change in Control.
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VII.
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Legend
on Certificate
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The
certificates representing the shares received by the Optionee pursuant to the
exercise of the Option may be stamped or otherwise imprinted with a legend
in
such form as the Corporation or its counsel may require with respect to any
applicable restrictions on sale or transfer and the stock transfer records
of
the Corporation may reflect stop-transfer instructions with respect to such
shares.
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VIII.
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Transferability
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Except
as
required by law, the Option granted under this Agreement is not transferable
and
shall not be sold, transferred, assigned, pledged, gifted, hypothecated or
otherwise disposed of by the Optionee other than by will or the laws of descent
and distribution or without payment of consideration to Family Members of the
Optionee or to trusts or other entities for the benefit of the Optionee or
immediate family members of the Optionee. During the Optionee's lifetime, the
Option is exercisable only by the Optionee, except as provided in Section IV
above.
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IX.
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Satisfaction
of Tax Obligations
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The
Optionee agrees to make appropriate arrangements with the Corporation for
satisfaction of any applicable federal, state or local income tax, withholding
requirements or like requirements, including the payment to the Corporation
at
the time of exercise of the Option of all such taxes and
requirements.
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X.
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Securities
Laws
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Upon
the
acquisition of any shares pursuant to the exercise of the Option, Optionee
will
make or enter into such written representations, warranties and agreements
as
the Corporation may reasonably request in order to comply with applicable
securities laws, or with the Plan.
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XI.
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Legal
Notices
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Any
legal
notice necessary under this Agreement shall be addressed to the Corporation
in
care of its Secretary at the principal executive office of the Corporation
and
to the Optionee at the address appearing in the personnel records of the
Corporation for such Optionee 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.
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XII.
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Choice
of Law
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The
interpretation, performance and enforcement of this Agreement shall be governed
by the laws of The Commonwealth of Massachusetts (without regard to the
conflicts of laws principles) and applicable federal laws.
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XIII.
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Conflicts
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The
Option granted by this Agreement is subject to 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 grant described herein. Unless
the Committee has been authorized under the Plan to establish specific terms
of
an option grant, the terms of this Agreement shall govern. The Committee retains
the right to alter or modify the Option granted under this Agreement as the
Committee may determine as in the best interests of the Company.
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XIV.
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Headings
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The
headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.
| XV. |
Counterparts
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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 be one
and
the same instrument.
[remainder
of page left intentionally blank]
IN
WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Optionee have executed and delivered to the Agreement effective as of the date
and year first above written.
Option
Shares: 50,000
Exercise
Price: $16.36
Vesting
Schedule:
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Percent
of Option
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Shares
Vesting
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Date
Vested
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25%
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12,500
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July
10, 2007
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25%
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12,500
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July
10, 2008
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25%
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12,500
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July
10, 2009
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25%
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12,500
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July
10, 2010
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OPTIONEE
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Signature:
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Name:
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Xxxxxx
X. Xxxx
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