EXHIBIT 10.7
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BOSTON SCIENTIFIC CORPORATION
NON-EMPLOYEE DIRECTOR
INTENT TO GRANT
DEFERRED STOCK UNIT AWARD AGREEMENT
This Agreement, dated as of the ___ day of ________, 200[ ] (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"), a non-employee director of the Company. 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").
THIS AGREEMENT MUST BE SIGNED BY THE PARTICIPANT AND RETURNED TO THE
STOCK AWARD ADMINISTRATION DEPARTMENT OF THE COMPANY AT LEAST SIX (6) MONTHS
PRIOR TO THE FIRST INTENDED ISSUE DATE DESCRIBED HEREIN IN ORDER TO BE
EFFECTIVE.
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 "Unit"), 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
Retirement or Disability of the Participant) and Section 8 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 7 hereof
upon the expiration of the Participant's current term of office as a director of
the Company. No shares of Stock shall be issued to Participant prior to the date
on which the Units vest. Participant may elect to defer an award under the
Company's Non-Employee Director Deferred Compensation Plan provided that
Participant provides written notice to the Company of his or her election to
defer all or a portion of the Units prior to the end of the preceding year in
which the award is granted, or, if later, within 30 days after the day in which
he or she becomes a director of the Company.
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
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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 serving as a director
of the Company, the Company will issue any shares of Stock to Participant to be
awarded 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.
7. Other Termination -- Eligibility Conditions. If service as a
director of the Company ceases or Participant separates from the Company for any
reason other than death, Retirement or Disability, any Units that remain subject
to eligibility conditions shall be void and no Stock shall be issued.
Eligibility to be issued shares of Stock is conditioned on Participant's service
as a director of the Company on the date of the applicable annual meeting of
stockholders on which shares of Stock are to be issued.
8. 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.
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.
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.
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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 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 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.
15. No Rights to Continued Service. The Company's intent to grant the
shares of Stock hereunder shall not confer upon the Participant any right to
continued service as a director of the Company and this Agreement shall not be
construed in any way to limit the right of the Company or its shareholders
pursuant to the organizational documents of the Company and applicable law.
16. 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.
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.
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SIGNATURE PAGE
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: [ ]
Issuance Schedule
[Date of expiration of Non-Employee
Director's current term of office.]
BOSTON SCIENTIFIC CORPORATION
By:_________________________________
Name: Authorized Officer
PARTICIPANT
____________________________________
[Name]
