EXHIBIT 10.2
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AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
This Agreement and General Release of All Claims ("Agreement") is
entered into by and between Xxxxxx X. Xxxxxxx ("You" or "Employee") and Boston
Scientific Corporation ("Boston Scientific") as of the latest date of execution
by the parties to this Agreement. This Agreement is subject to the approval of
the Boston Scientific Board of Directors or a designated committee thereof. This
Agreement shall not become final or effective until the Effective Date (as
defined in Paragraph 5(d), below). This Agreement supersedes and cancels any
prior employment agreements or arrangements You may have entered into with
Boston Scientific except for the Employee Agreement ("Employee Agreement")
signed by You on January 31, 2000 and attached hereto as Attachment 1. Your
obligations under the Employee Agreement shall be in addition or complementary
to and shall not be superseded by this Agreement. However, if there is any
conflict in terms between this Agreement and the Employee Agreement, the terms
of this Agreement prevail.
In consideration of the mutual covenants, agreements, and
representations contained herein, the adequacy of which is hereby acknowledged,
the parties hereto expressly and intentionally bind themselves as follows:
1. RESIGNATION OF EMPLOYMENT
-------------------------
You hereby acknowledge and agree that you are resigning from
your position as a Senior Vice President, Regulatory Affairs and Quality and as
an employee of Boston Scientific effective January 31, 2005 ("Resignation
Date").
2. PAYMENTS BY BOSTON SCIENTIFIC
-----------------------------
(a) Within two (2) weeks of the Effective Date of this
Agreement or your Resignation Date, whichever is later, Boston Scientific will
pay to You one (1) lump sum payment in the amount of your current annual base
salary of Three Hundred and Ten Thousand, Two Hundred and Forty Eight Dollars
and Thirty Eight Cents ($310,248.38), less applicable payroll withholding for
taxes and other applicable deductions. You expressly acknowledge that upon the
occurrence of the Resignation Date, You will not be eligible for any payments or
benefits in addition to those described in this Agreement under any existing
Boston Scientific's Severance Pay Plan and/or Layoff Notification Plan.
(b) Boston Scientific will pay You for all accrued but unused
vacation time through the Resignation Date under applicable Boston Scientific
policy and in accordance with applicable state law.
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(c) Notwithstanding anything to the contrary in this
Agreement, Boston Scientific may, by written notice to You, change the
Resignation Date from the Resignation Date identified in Paragraph 1 above to
any earlier date if Boston Scientific reasonably determines, within its sole
discretion, that (i) You have failed to perform Your job duties as reasonably
requested after the date when You signed this Agreement, PROVIDED that Boston
Scientific shall give You at least ten (10) days' written notice of any new
Resignation Date and at least seven (7) days within which to cure any such
failure; or (ii) You have materially breached any of Your obligations under this
Agreement or You have engaged in gross or willful misconduct, in which event
Boston Scientific shall have no obligation to provide advance notice to You of
such revised Resignation Date. Nothing in this Paragraph 2(c) shall be construed
to limit the alternatives or remedies available to Boston Scientific in the
event that You materially breach any of Your obligations under this Agreement.
(d) You will remain eligible in the ordinary course for
consideration for an incentive payment under Boston Scientific's 2004
Performance Incentive Plan ("2004 PIP"). Any such payment will be made at the
same time it is made to other participants in the 2004 PIP. You will not be
eligible for consideration for incentive payments under any future Performance
Incentive Plan, and you hereby waive any right to such consideration or such
payments.
3. TERMINATION OF EMPLOYMENT BENEFITS
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(a) You agree and acknowledge that your participation in
Boston Scientific's 401(k) Plan, Stock Option Plan(s), and Global Employee Stock
Ownership Plan, if any, Accidental Death and Dismemberment (AD&D), Business
Travel Accident, Life Insurance, Short-Term and Long-Term Disability Plans will
terminate as of your Resignation Date, as will your accrual of vacation time.
You further agree and acknowledge that You will participate through the
Resignation Date in all other benefits and benefit plans in which You are
currently enrolled to the same extent as do active employees and that your
participation in and entitlement to any and all other benefits and benefits
plans in which You are currently enrolled, but which are not otherwise
specifically addressed in this Agreement, terminate on the Resignation Date.
(b) Because you will as of your Resignation Date have met the
definition of Retirement with respect your stock options that are currently
unvested, those options will vest as of your Resignation Date and become
exercisable in accordance with the terms and conditions in the applicable option
agreement(s) and plan document(s). Prior to your Resignation Date, Boston
Scientific shall seek the approval of the Compensation Committee of the Boston
Scientific Board of Directors to allow your stock options that were granted in
2000, all of which have vested, to be exercisable for thirty-six (36) months
after your Resignation Date.
(c) Paragraph 3(a) notwithstanding, Boston Scientific will
continue to make annual bonus payments to Employee equal to the amount of the
premium payments for the Security Life of Denver Insurance Company universal
life insurance policy currently covering
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Employee (the "life insurance policy") for as long as the life insurance policy
remains in effect until February 1, 2010 or Employee's death, whichever is
earlier, plus a grossed up amount for tax purposes. Employee or his trust or
designee will remain responsible for making premium payments on the life
insurance policy itself. Employee and Boston Scientific agree that Boston
Scientific is not responsible for maintaining, administering or making payments
under or for any other obligation under the life insurance policy itself and
that Boston Scientific's obligation with respect to the life insurance policy
extends solely to the payment of the bonus amounts set forth herein. Employee
agrees to provide Boston Scientific with documentation as may from time to time
be requested to enable Boston Scientific to effectuate this provision, including
but not limited to proof of coverage, premium statements and tax information
necessary to calculate the gross up amount.
4. EXPENSE REIMBURSEMENT
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Boston Scientific will reimburse You in accordance with usual
Boston Scientific policy for all unreimbursed business travel and other
out-of-pocket expenses incurred by You through the Resignation Date in the
performance of your duties as an employee of Boston Scientific. Such expenses
must be submitted within two (2) weeks after the Resignation Date.
5. RELEASE BY EMPLOYEE
-------------------
Employee hereby releases and forever discharges Boston
Scientific and its subsidiaries, affiliates, predecessors, successors, and
assigns and the Directors, officers, shareholders, insurers, plans, employees,
representatives and agents of each of the foregoing (collectively "Releasees")
of and from the following as of the date of the Employee's execution of this
Agreement:
(a) Any and all claims, demands, and liabilities whatsoever of
every name and nature (other than those arising directly out of this Agreement),
including (without limitation) any claim in the nature of so-called
whistleblower complaints to the extent permitted by applicable law, and any and
all claims, demands and liabilities with respect to Employee's employment or the
terms and conditions of his employment, benefits or compensation which Employee
has against Releasees, or ever had;
(b) As included in the above, without limitation, all claims
known or unknown for tortious injury, breach of contract, and wrongful discharge
(including without limitation, any claim for constructive discharge), all claims
for infliction of emotional distress, all claims for slander, libel, or
defamation of character, all claims of retaliation, and all claims for
attorneys' fees, as related to Employee's employment, or the terms and
conditions of his employment, benefits, or compensation; and
(c) Employee specifically releases and forever discharges
Releasees from any and all claims based upon any allegation of employment
discrimination, including (without
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limitation) discrimination on the basis of race, color, sex, sexual orientation,
age (including any claim pursuant to the Federal Age Discrimination in
Employment Act ("ADEA")), genetic information, religion, disability or national
origin.
(d) Employee acknowledges that he has been given the
opportunity, if he so desires, to consider this Agreement for twenty-one (21)
days before executing it. In the event that Employee executes the Agreement
within less than twenty-one (21) days of the date of its delivery to him, he
acknowledges that such decision was entirely voluntary and that he had the
opportunity to consider this Agreement for the entire twenty-one (21) day
period. Boston Scientific acknowledges that for a period of seven (7) days from
the date of the execution of this Agreement, Employee shall retain the right to
revoke this Agreement by written notice to Boston Scientific, c/o Xxxxxx X.
XxxXxxx, Boston Scientific Corporation, Xxx Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx, 00000, or his successor, and that this express Agreement shall
not become final, effective or enforceable until the date upon which both of the
following conditions have been met: (i) such revocation period expires and (ii)
the Board of Directors or a designated committee thereof has approved this
Agreement (the "Effective Date"). Therefore, no Boston Scientific obligations
will be met and payments called for by Boston Scientific under Paragraphs 2(a)
and 3(c), above, shall not be made until the Effective Date (or the Resignation
Date, if later), nor shall any action that may have been taken or approved by
the Compensation Committee of the Boston Scientific Board of Directors as a
result of the request made of such committee by Boston Scientific under
Paragraph 3(b), above, become effective until the Effective Date (or the
Resignation Date, if later).
6. NO DAMAGES SOUGHT
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Employee represents and states that he has not sought and will
not seek or accept any damages or individualized relief in connection with any
complaints or charges filed against Releasees with any local, state or federal
agency or court, and Employee agrees that if any complaint or charge is filed on
his behalf, he shall take all reasonable steps necessary to refuse any damages
or individualized relief in connection therewith.
7. NO LIABILITY ADMITTED
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Employee acknowledges that neither Boston Scientific's
execution of this Agreement nor Boston Scientific's performance of any of its
terms shall constitute an admission by Boston Scientific of any wrongdoing by
any of the Releasees.
8. NONDISCLOSURE OF CONFIDENTIAL INFORMATION;
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RETURN OF BOSTON SCIENTIFIC PROPERTY
------------------------------------
(a) Employee shall keep entirely secret and confidential, and
shall not disclose to any person or entity, in any fashion or for any purpose
whatsoever, any information that is (i) not available to the general public,
and/or (ii) not generally known outside Boston Scientific,
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regarding Releasees, to which he has had access or about which he heard during
the course of his employment by Boston Scientific or during the Consulting
Services Period in connection with his performance of the Consulting Services,
including (without limitation) any information relating to any of the Releasees'
business or operations; their plans, strategies, prospects or objectives; their
products, technology, processes or specifications; their research and
development operations or plans; their customers and customer lists; their
manufacturing, distribution, procurement, sales, service, support and marketing,
clinical, regulatory and quality practices and operations; their financial
conditions and results of their operations; their operational strengths and
weaknesses; and their personnel and compensation policies, procedures and
transactions ("Boston Scientific Confidential Information").
(b) Employee agrees to return to Boston Scientific, on or
before the Resignation Date, except as Boston Scientific may specifically
provide to him or allow him to retain during the Consulting Services Period in
connection with his performance of the Consulting Services, and except as to the
Office Equipment described in Paragraph 8(c), below, documents or media of
whatever nature, including summaries containing any of the data referred to in
the immediately preceding paragraph, and all documents, data, material, details
and copies thereof in any form, any property provided to or produced by him,
including without limitation all samples, reports, communications, drawings,
notes and analyses, any property passes, keys, credit cards, business cards,
identification badges, and all sample and demonstration products, provided to or
produced by him (the "Boston Scientific Property").
(c ) Boston Scientific agrees that as additional consideration
for entering into this Agreement, Boston Scientific hereby transfers ownership
of the laptop computer, Blackberry and fax machine (collectively, the "Office
Equipment") provided to him during his employment in connection with his job
duties prior to his Resignation Date. Boston Scientific agrees that the Office
Equipment does not fall within the definition of Boston Scientific Property
described in Paragraph 8(b), above. Employee hereby warrants that he will, prior
to his Resignation Date, coordinate with Boston Scientific to remove from the
Office Equipment any Boston Scientific Confidential Information.
9. NO DETRIMENTAL COMMUNICATIONS
-----------------------------
Employee agrees that he will not make or cause to be disclosed
any negative, adverse or derogatory statements to any media outlet, industry
group, financial institution or current or former employee, consultant, client
or customer of the Releasees regarding any of the Releasees or about any of the
Releasees' products or services, business affairs, financial condition or
prospects for the future. Furthermore, Employee hereby represents to Boston
Scientific that he has made no such communication, and Employee acknowledges
that Boston Scientific relies upon this representation in agreeing to enter into
this Agreement.
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10. FUTURE ASSISTANCE/CONSULTING SERVICES
-------------------------------------
(a) Boston Scientific may seek the assistance, cooperation or
truthful testimony of Employee in connection with any investigation, litigation,
patent application or prosecution, or intellectual property or other proceeding
arising out of matters within the knowledge of Employee and/or related to his
position as an employee of Boston Scientific, and in any such instance, Employee
shall provide such assistance, cooperation or truthful testimony and Boston
Scientific shall pay Employee's reasonable costs in connection therewith.
(b) Employee hereby specifically agrees that he will provide
up to fifty (50) days of transition and project assistance to Boston Scientific
during the time period from his Resignation Date through January 31, 2006;
Boston Scientific shall, within two (2) weeks of the Effective Date of this
Agreement or the Resignation Date, whichever is later, pay Employee a lump sum
amount of One Hundred Thousand Dollars ($100,000) for such services. Boston
Scientific may request that Employee provide additional such services during the
time period from his Resignation Date through January 31, 2006 and shall pay
Employee for such additional services at a rate of $3,000 per day. Boston
Scientific and Employee may mutually agree in writing to continue to engage
Employee to provide such services for one additional year (from February 1, 2006
through January 31, 2007), in which case Boston Scientific shall pay Employee at
a rate of $2,000 per day for such services provided during that time. Boston
Scientific also agrees to pay Employee's reasonable travel expenses incurred in
the course of providing such services (although Boston Scientific shall not
reimburse him for office expenses incurred in the course of providing such
services and shall not maintain an office for Employee after his Resignation
Date). Employee agrees to provide detailed records and substantiation of any
such services and reasonable travel expenses and to invoice Boston Scientific
for them, by delivery of such invoice to the President of Boston Scientific or
his designee, by the first business day of the quarter following the quarter in
which they are performed; Boston Scientific agrees to pay Employee within thirty
(30) days of receipt of such invoice. All services provided within the scope of
this Paragraph 10(b) shall be limited and relate solely to the transition of the
regulatory affairs and quality duties Employee performed while employed by
Boston Scientific and special limited and defined projects arising therefrom
(the "Consulting Services") and shall be coordinated through the President of
Boston Scientific or his designee. If Employee provides the Consulting Services
only during the time period from his Resignation Date through January 31, 2006,
that time period shall be the "Consulting Services Period." If Employee provides
any Consulting Services during the time period from February 1, 2006 through
January 31, 2007, then the entire time period from his Resignation Date through
January 31, 2007 shall be the "Consulting Services Period." Employee
understands, represents and warrants that he:
(i) shall be engaged as an independent contractor
and not as an employee of Boston Scientific during the Consulting Services
Period (the use of the defined term "Employee" for drafting purposes only in
this overall Agreement notwithstanding);
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(ii) shall as to the amounts set forth in this
Paragraph 10(b) and paid for the Consulting Services, be responsible for payment
of all federal, state and local taxes including but not limited to income,
Social Security unemployment, disability and other taxes;
(iii) during the Consulting Services Period, shall
have no right to bind Boston Scientific in any manner without the express
written consent of the President of Boston Scientific or his designee, and that
he is not entitled to any benefits for which Boston Scientific employees are
eligible, unless otherwise expressly set forth in this Agreement;
(iv) as of the date this Agreement is executed, is
not excluded, debarred, suspended, or otherwise ineligible to participate in
U.S. government health care programs (e.g., Medicare, Medicaid, CHAMPUS) or U.S.
government procurement and non-procurement programs, and if at any time during
the Consulting Services Period, he becomes so excluded, debarred, suspended or
otherwise ineligible, he will immediately disclose such information to the
President of Boston Scientific;
(v) during the Consulting Services Period, has the
unrestricted right to disclose any third-party information he submits to Boston
Scientific in the performance of the Consulting Services and that the Consulting
Services do not violate any agreement with other parties or other restrictions
of any kind, and that he shall not disclose to Boston Scientific any
confidential or proprietary information belonging to any third party or
represent as unrestricted any data of any kind that he knows to be covered by
valid patent, copyright or other form of intellectual property protection;
(vi) will abide by the confidentiality obligations
set forth in Paragraph 8(a) of this Agreement in the performance of the
Consulting Services and thereafter and shall not, without Boston Scientific's
prior written consent, disclose or use any Boston Scientific Confidential
Information, except as requested by Boston Scientific;
(vii) agrees that all tangible property provided to
or produced by him during the Consulting Services Period, including without
limitation all samples, reports, communications, drawings, notes, analyses and
materials received from Boston Scientific or produced in connection with the
Consulting Services, shall fall within the definition of Boston Scientific
Property and shall remain the exclusive property of Boston Scientific; Employee
further agrees to maintain any Boston Scientific Property provided to or
produced by him in connection with the Consulting Services in his custody and
control and to return it at the conclusion of the Consulting Services Period or
upon Boston Scientific's request;
(viii) agrees that during the Consulting Services
Period and for one (1) year thereafter, will promptly report and disclose to
Boston Scientific all improvements to Boston Scientific's products tested and
evaluated by him and all ideas and concepts heard, developed or conceived,
either alone or with others, including any ideas and concepts which result in
new products or significant enhancements to existing products, while performing
the Consulting
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Services ("Developments"). Developments shall be the sole and exclusive property
of Boston Scientific and are hereby assigned to Boston Scientific without any
additional payments by Boston Scientific. It is understood that Boston
Scientific shall have the right but not the obligation to initiate, prosecute,
maintain and defend any and all patentable ideas and concepts with respect to
Developments. Employee shall provide reasonable assistance to Boston Scientific
with respect to any such patents and patent applications, and shall execute all
appropriate documents and assignments with respect to any such patents and
patent applications. Employee agrees not to assert any rights in law or in
equity in the Developments;
(ix) during the Consulting Services Period and for
one (1) year thereafter, shall submit to Boston Scientific any paper he intends
to publish relating in any way to the Consulting Services or the subject matter
thereof, and shall not submit any such paper to a publisher or other party prior
to the expiration of forty-five (45) days from the date an outline of the paper
is submitted to Boston Scientific. If Boston Scientific determines in good faith
during such period that publication or presentation of such paper would be
detrimental to its intellectual property interests, Employee shall work in good
faith with Boston Scientific to retract or modify the paper to remove all
language which is detrimental to Boston Scientific's intellectual property
interests, or, in the alternative and at Boston Scientific's election, shall
refrain from submitting such paper to a publisher or other party for an
additional 120 days to permit Boston Scientific to file patent applications or
take other steps to protect its intellectual property interests. During the
Consulting Services Period and for a period of one (1) year thereafter, Employee
shall also submit to Company for review, on a confidential basis, any patent
applications relating to the Consulting Services naming Employee as an inventor,
either alone or with others, which Employee or any third party intends to file
with any U.S. or international patent offices in advance of the filing of any
such application. Boston Scientific shall have thirty (30) days in which to
review such applications. If Boston Scientific makes a good faith determination,
within such period, that the filing of such an application would be contrary to
its intellectual property rights set forth herein, Employee shall amend, or
cause to be amended, such proposed patent application to remove any language
that is determined by Boston Scientific to be contrary to its intellectual
property rights hereunder; and
(x) agrees to indemnify Boston Scientific and hold
Boston Scientific harmless from any suits, claims, actions, damages or losses
whatsoever (including attorneys' fees) arising out of any claim that any use of
the Developments by Boston Scientific infringes any copyright or patent or
otherwise violates any third party rights; resulting in any way from any of his
acts or omissions in the performance of the Consulting Services or his presence
at a Boston Scientific facility; and for any obligations imposed by law on
Boston Scientific to pay any taxes, Social Security, unemployment or disability
insurance or other items in connection with payments made to him under this
Paragraph 10(b) in connection with the Consulting Services.
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11. HIRING OF BOSTON SCIENTIFIC EMPLOYEES
-------------------------------------
During the period beginning as of the Resignation Date and for
twenty-four (24) months thereafter, Employee shall not attempt to or actually
hire away any individual who is an employee or was an employee of Boston
Scientific or any of the Releasees within the twelve (12) month period
immediately preceding the Resignation Date, assist in the hiring away of any
such employee by another person, or encourage any such employee to terminate
their employment with Boston Scientific or any of the Releasees, whether
directly or indirectly, unless the President of Boston Scientific or his
designee shall have given prior written approval.
12. POST-SEPARATION NON-COMPETITION RESTRICTION
-------------------------------------------
During the period beginning as of the Resignation Date and for
twenty-four (24) months thereafter, Employee agrees that he shall not, directly
or indirectly, without the written consent of the President of Boston Scientific
or his designee, engage in any activity in the area of medical device
development, line or staff operations, manufacturing or marketing, including but
not limited to any activity in the area of clinical, regulatory or quality,
which is competitive with Boston Scientific as it relates to any of the work
Employee performed during his employment or the Consulting Services Period or
with which Employee was familiar as an employee of Boston Scientific or in
connection with his performance of the Consulting Services.
13. CONFIDENTIALITY
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Employee acknowledges and understands that the terms of this
Agreement will be filed in accordance with the rules and regulations of the
Securities and Exchange Commission and may therefore become publicly available.
14. FAILURE TO MEET OBLIGATIONS
---------------------------
In the event of a breach of Paragraphs 8(a), 11 or 12 above,
or of the Employee Agreement, which Employee agrees would cause Boston
Scientific irreparable harm, Employee shall repay to Boston Scientific all of
the amounts paid under Paragraphs 2(a) and 3(c), above, and shall be liable,
moreover, for any damages which a court may determine and shall be subject to
injunctive relief damages, and any other relief which a court may award;
provided that this sentence shall not have any effect on the Employee's ability
to bring an ADEA charge with the Equal Employment Opportunity Commission
("EEOC") or a lawsuit challenging the waiver of ADEA claims contained herein, or
to participate in any investigation or proceedings conducted by the EEOC (which
term hereinafter shall be deemed to refer to the EEOC or any state or local fair
employment practices agency acting as an EEOC deferral agency for purposes of
filing an ADEA charge with the EEOC).
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15. GOVERNING LAW; SEVERABILITY
---------------------------
This Agreement is entered into and shall be construed under
the laws of the State of Massachusetts, without regard to its conflict of laws
rules. In the event any provision of this Agreement is determined to be illegal
or unenforceable by a duly authorized court of competent jurisdiction, then the
remainder of this Agreement shall not be affected thereby, it being the
intention of the parties that each provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law. Except as provided
immediately below, if any portion of the Release language in Paragraph 5, above,
were ruled to be unenforceable for any reason, Employee shall return the
consideration provided under Paragraphs 2(a) and 3(c), above, to Boston
Scientific upon demand by Boston Scientific, which demand shall be made if
Employee were to file any claims against any of the Releasees in violation of
this Agreement, especially Paragraph 6. The foregoing sentence shall not apply
to Employee's ability to bring an ADEA charge or a lawsuit challenging the
waiver of ADEA claims.
16. WAIVERS; AMENDMENTS
-------------------
The failure of either party to require the performance of any
term or obligation of this Agreement, or the waiver by either party of any
breach of this Agreement, shall not prevent any subsequent enforcement of such
term or obligation and shall not be deemed a waiver of any subsequent breach. No
modification, alteration, or change or waiver of any provision of this Agreement
shall be effective unless in writing and signed by both parties wherein specific
reference is made to this Agreement.
17. NO OTHER INDUCEMENTS
--------------------
This Agreement sets forth the entire understanding of the
parties in connection with its subject matter. Any and all prior negotiations
are merged in this Agreement. Neither of the parties has made any settlement,
representation or warranty in connection with the issues addressed in this
Agreement (except those expressly set forth in this Agreement) which has been
relied upon by the other party, or which acted as an inducement for the other
party to enter into this Agreement.
18. PERSONS BOUND BY THE AGREEMENT
------------------------------
This Agreement shall be binding upon and inure to the benefit
of Employee and to the benefit of each of the Releasees and their respective
successors and assigns.
19. ASSIGNMENT OF INTERESTS
-----------------------
Employee warrants that he has not assigned, or transferred or
purported to assign or transfer any claim against Releasees.
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20. PREVAILING PARTY ENTITLED TO FEES
---------------------------------
In the event that any action or proceeding is initiated to
enforce or interpret the provisions of this Agreement, or to recover for a
violation of the Agreement, the prevailing party in any such action or
proceeding shall be entitled to its costs (including reasonable attorneys' fees;
provided that if the Employee files a lawsuit challenging the waiver of ADEA
claims contained herein, the prevailing party will be entitled to its costs,
including reasonable attorneys' fees only to the extent specifically authorized
under federal law.
21. REPRESENTATION
--------------
Boston Scientific hereby advises Employee to consult an
attorney of his choice before executing this Agreement. Employee represents
that, prior to executing this Agreement, he was advised to and had the
opportunity to and did review the provisions of this Agreement with counsel of
his choice.
The parties have read the foregoing Agreement and know its
contents, and know that its terms are contractual and legally binding. The
parties further agree that they enter this Agreement voluntarily and that they
have not been pressured or coerced in any way into signing this Agreement.
IN WITNESS WHEREOF, the parties hereby agree.
By: /s/ Xxxxxx X. Acwieja December 15, 2004
---------------------------- --------------------------
Xxxxxx X. Xxxxxxx Date
BOSTON SCIENTIFIC CORPORATION
By: /s/ Xxxxxx X. XxxXxxx December 15, 2004
---------------------------- --------------------------
Xxxxxx X. XxxXxxx Date
Senior Vice President
Human Resources
Attachment 1: Employee Agreement
Effective January 31, 2000
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