Boston Scientific Corporation
EXHIBIT
10.2
Boston
Scientific Corporation
2003
Long-Term Incentive Plan
Non-Qualified
Stock Option Agreement
June
5, 2007
Xxxxxx
X. Xxxx
BOSTON
SCIENTIFIC COPY
PLEASE
RETURN IN THE ENVELOPE PROVIDED
This
Agreement is entered into by and between Boston Scientific Corporation (the
“Corporation")
and
the “Optionee" effective as of the 5th day of June, 2007. This
Agreement is made pursuant to the Boston Scientific Corporation 2003 Long-Term
Incentive Plan (the “Plan"), which is administered by the
Committee.
Capitalized
terms not defined in this Agreement have the same meanings specified in the
Plan.
|
X.
|
Xxxxx
of Option
|
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").
|
II.
|
Term
and Vesting of Option
|
Except
as
otherwise provided in Section IV, the Option shall have a term of ten (10)
years
from June 5, 2007 until June 5, 2017 and shall vest in accordance with the
vesting schedule set forth on the signature page hereof.
|
III.
|
Exercise
of Option
|
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 of 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.
|
IV.
|
Termination
of Employment
|
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. For purposes of this Option, Retirement shall mean (i)
Optionee’s termination from employment at the Corporation for any reason (other
than for Cause (defined below)), provided Optionee has completed at least
three
(3) years of service with the Corporation, or (ii) Optionee’s involuntary
termination from the Corporation (other than for Cause (as defined
below)). For purposes of this Option, “Cause” shall
mean: (a) conduct constituting a material act of misconduct in
connection with the performance of Optionee’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 Corporation
if
Optionee were retained in his position with the Corporation. In
addition, “Disability” shall mean permanent and total disability as determined
under the Corporation’s long-term disability program for employees then in
effect, provided that such disability also meets the requirements of Section
409A(a)(2)(C).
Upon
the
voluntary termination of the Optionee’s employment prior to completing three (3)
years of service with the Corporation, the Optionee shall have the shorter
of
(i) twelve (12) months from the date of termination or (ii) the remaining
term
of the Option, to exercise all vested, unexercised portion(s) of the
Option. In such event, 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.
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.
|
V.
|
No
Rights to Continued
Employment
|
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.
|
VI.
|
Change
in Control
|
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 and in the case of a Covered Transaction (as defined in the Plan),
at
least ten (10) days prior to the effective date of a Covered
Transaction. This Option shall remain exercisable until the
expiration of the term 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 Covered Transaction.
|
VII.
|
Legend
on Certificate
|
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.
|
VIII.
|
Transferability
|
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
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.
|
IX.
|
Satisfaction
of Tax Obligations
|
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.
|
X.
|
Securities
Laws
|
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.
|
XI.
|
Legal
Notices
|
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.
|
XII.
|
Choice
of Law
|
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.
|
XIII.
|
Conflicts
|
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. In all other instances, in the event of a conflict, the terms
of the Plan 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.
|
XIV.
|
Headings
|
The
headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.
|
XV.
|
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 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: 1,500,000
Exercise
Price: $15.91 per share
Vesting
Schedule:
|
Percent
of Option
|
No.
of shares
|
Date
Vested
|
||||
|
25%
|
375,000
|
June
5, 2008
|
||||
|
25%
|
375,000
|
June
5, 2009
|
||||
|
25%
|
375,000
|
June
5, 2010
|
||||
|
25%
|
375,000
|
June
5, 2011
|
||||
|
OPTIONEE:
Signature: __________________________
Xxxxxx
X. Xxxx
BOSTON
SCIENTIFIC CORPORATION
/s/
Xxxxx
X. Xxxxx
Xxxxx
X. Xxxxx
President
and Chief Executive Officer
|
Boston
Scientific Corporation
2003
Long-Term Incentive Plan
Non-Qualified
Stock Option Agreement
June
5, 2007
Xxxxxx
X. Xxxx
EMPLOYEE
COPY
PLEASE
RETAIN FOR YOUR RECORDS
This
Agreement is entered into by and between Boston Scientific Corporation (the
“Corporation”) and the
“Optionee” effective as of the 5th day of June, 2007. This Agreement
is made pursuant to the Boston Scientific Corporation 2003 Long-Term Incentive
Plan (the “Plan”), which is administered by the Committee.
Capitalized
terms not defined in this Agreement have the same meanings specified in the
Plan.
|
X.
|
Xxxxx
of Option
|
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”).
|
II.
|
Term
and Vesting of Option
|
Except
as
otherwise provided in Section IV, the Option shall have a term of ten (10)
years
from June 5, 2007 until June 5, 2017 and shall vest in accordance with the
vesting schedule set forth on the signature page hereof.
|
III.
|
Exercise
of Option
|
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 of 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.
|
IV.
|
Termination
of Employment
|
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, 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. For purposes of this Option, Retirement shall
mean (i) Optionee’s termination from employment at the Corporation for any
reason (other than for Cause (defined below)), provided Optionee has completed
at least three (3) years of service with the Corporation, or (ii) Optionee’s
involuntary termination from the Corporation (other than for Cause (as defined
below)). For purposes of this Option, “Cause” shall
mean: (a) conduct constituting a material act of misconduct in
connection with the performance of Optionee’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 Corporation
if
Optionee were retained in his position with the Corporation. In
addition, “Disability” shall mean permanent and total disability as determined
under the Corporation’s long-term disability program for employees then in
effect, provided that such disability also meets the requirements of Section
409A(a)(2)(C).
Upon
termination of the Optionee’s employment for reasons other than for Cause or
those set forth above, the Optionee shall have the shorter of (i) twelve (12)
months from the date of termination 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 Cause, 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.
|
V.
|
No
Rights to Continued
Employment
|
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.
|
VI.
|
Change
in Control
|
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 and in the case of a Covered Transaction (as defined in the Plan),
at
least ten (10) days prior to the effective date of a Covered
Transaction. This Option shall terminate immediately prior to the
Covered Transaction 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 Covered Transaction.
|
VII.
|
Legend
on Certificate
|
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.
|
VIII.
|
Transferability
|
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
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.
|
IX.
|
Satisfaction
of Tax Obligations
|
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.
|
X.
|
Securities
Laws
|
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.
|
XI.
|
Legal
Notices
|
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.
|
XII.
|
Choice
of Law
|
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.
|
XIII.
|
Conflicts
|
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. In all other instances, in the event of a conflict, the terms
of the Plan 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.
|
XIV.
|
Headings
|
The
headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.
|
XV.
|
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 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: 1,500,000
Exercise
Price: $15.91 per share
Vesting
Schedule:
|
Percent
of Option
|
No.
of shares
|
Date
Vested
|
||||
|
25%
|
375,000
|
June
5, 2008
|
||||
|
25%
|
375,000
|
June
5, 2009
|
||||
|
25%
|
375,000
|
June
5, 2010
|
||||
|
25%
|
375,000
|
June
5, 2011
|
||||
|
OPTIONEE:
Signature: __________________________
Xxxxxx
X. Xxxx
BOSTON
SCIENTIFIC CORPORATION
Xxxxx
X. Xxxxx
President
and Chief Executive
Officer
|
