AMENDMENT TO DEFERRED STOCK UNIT AGREEMENT
EXHIBIT 10.8
AMENDMENT
TO
A. The
Deferred Stock Unit Agreement (the “Agreement”) dated as of February 28, 2006 by
and between Boston Scientific Corporation (the “Company”) and Xxxxx X. Xxxxx
(the “Participant”) governing the award of 2,000,000 Deferred Stock Units is
hereby amended as follows solely to reflect the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended:
1. Section 3
of the Agreement is hereby amended by deleting the second and third sentences
thereof and substituting therefor the following:
“The
issuance of shares of Stock with respect to vested Units may be deferred to a
later date as elected by Participant irrevocably in writing no later than
December 31, 2008. Any shares of Stock to be issued to Participant on
account of termination of employment for reasons other than death or Disability
shall be issued in the seventh month after Participant’s Separation from Service
as determined in accordance with the presumptions set forth in Treasury
Regulation Section 1.409A-1(h).”
B. Except as
amended herein, the Agreement is confirmed in all other respects.
C. The
effective date of this Amendment is as of January 1, 2009.
Executed
this __________ day of December, 2008 by the parties hereto and, in the case of
the Company, by its duly authorized officer.