EXHIBIT 10.24
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BOSTON SCIENTIFIC CORPORATION
2003 LONG-TERM INCENTIVE PLAN
DEFERRED STOCK UNIT AWARD AGREEMENT
FEBRUARY 12, 2008
EMPLOYEE'S NAME
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BOSTON SCIENTIFIC CORPORATION
INTENT TO ▇▇▇▇▇
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DEFERRED STOCK UNIT AWARD AGREEMENT
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This Agreement, dated as of the 12th day of February, 2008 (the "Grant
Date"), is between Boston Scientific Corporation, a Delaware corporation (the
"Company"), and the "Participant", an employee of the Company or any of its
affiliates or subsidiaries. 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").
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 in
approximately equal annual installments on each of five anniversaries of the
date first set forth above, beginning on the first anniversary of the date of
grant. No shares of Stock shall otherwise be issued to Participant prior to the
date on which the Units vest.
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 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 employed by the
Company and its affiliates or subsidiaries, the Company will issue to the
Participant or beneficiary
of the Participant as set forth under the provisions
of the Company's program of life insurance for employees, 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 of Employment -- Eligibility Conditions. If the
employment of the Participant with the Company and its affiliates or
subsidiaries is terminated or Participant separates from the Company and its
affiliates or subsidiaries 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 continuous employment with the Company through and
on the applicable anniversary of the date as set forth in Section 3 above.
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. Except as otherwise provided in
this Section, upon the issuance of Stock or the satisfaction of any eligibility
condition with respect to the Stock to be issued hereunder, the Company shall
hold back from the total number of shares of Stock to be delivered to the
Participant, and shall cause to be transferred to the Company, whole shares of
Stock having a Fair Market Value on the date the shares are subject to issuance
an amount as nearly as possible equal to (rounded to the next whole share) the
Company's withholding, income, social and similar tax obligations with respect
to the Stock. To the extent of the Fair Market Value of the withheld shares,
Participant shall be deemed to have satisfied Participant's responsibility under
this Section 11 to pay these obligations. The Participant
shall satisfy Participant's responsibility to pay any other withholding, income,
social or similar tax obligations with respect to the Stock, and (subject to
such rules as the Committee may prescribe) may satisfy Participant's
responsibility to pay the tax obligations described in the immediately preceding
sentence, by so indicating to the Company in writing at least thirty (30) days
prior to the date the shares of Stock are subject to issuance and paying the
amount of these tax obligations in cash to the Company within ten (10) business
days following the date the Units vest or by making other arrangements
satisfactory to the Committee for payment of these obligations. In no event
shall whole shares be withheld by or delivered to the Company in satisfaction of
tax withholding requirements in excess of the maximum statutory tax withholding
required by law. The Participant agrees to indemnify the Company against any and
all liabilities, damages, costs and expenses that the Company may hereafter
incur, suffer or be required to pay with respect to the payment or withholding
of any taxes. The obligations of the Company under this Agreement and the Plan
shall be conditional upon such payment or arrangements, and the Company shall,
to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.
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.
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 Employment. The Company's intent to grant
the shares of Stock hereunder shall not confer upon the Participant any right to
continued employment or other association with the Company or any of its
affiliates or subsidiaries; and this Agreement shall not be construed in any way
to limit the right of the Company or any of its subsidiaries or affiliates to
terminate the employment or other association of the Participant with the
Company or to change the terms of such employment or association at any time.
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
50% February 12, 2009
50% February 12, 2010
PARTICIPANT:
Signature __________________________
Employee Name
BOSTON SCIENTIFIC CORPORATION
▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Executive Officer
APPENDIX A
Nature of Grant. In accepting the grant, I acknowledge that:
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(1) the Plan is established voluntarily by the Corporation, is discretionary in
nature and may be modified, amended, suspended or terminated by the Corporation
at any time;
(2) this Award is does not create any contractual or other right to receive
future awards, or other benefits in lieu of an award, even if awards have been
given repeatedly in the past, and all decisions with respect to future awards,
if any, will be at the sole discretion of the Corporation;
(3) this Award is not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, termination,
bonuses, retirement benefits or similar payments;
(4) the future value of the Stock is unknown and cannot be predicted with
certainty; and
(5) in consideration of the Award, no claim or entitlement to compensation or
damages shall arise from termination of the Award resulting from termination of
my employment by the Corporation (for any reason whatsoever and whether or not
in breach of local labor laws) and I irrevocably release the Corporation from
any such claim that may arise; if, notwithstanding the foregoing, any such claim
is found by a court of competent jurisdiction to have arisen, then, by accepting
this Award, I shall be deemed irrevocably to have waived my entitlement to
pursue such claim.
Data Privacy. I hereby explicitly and unambiguously consent to the collection,
use and transfer, in electronic or other form, of my personal data as described
herein by and among, as applicable, the Corporation and its subsidiaries and
affiliates for the exclusive purpose of implementing, administering and managing
my participation in the Plan.
I understand that the Corporation holds certain personal information about me,
including, but not limited to, my name, home address and telephone number, date
of birth, social insurance number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the
Corporation, details of all options or any other entitlement to shares of stock
awarded, canceled, exercised, vested, unvested or outstanding in my favor, for
the purpose of implementing, administering and managing the Plan ("Data"). I
understand that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients
may be located in my country or elsewhere, and that the recipient's country may
have different data privacy laws and protections than my country. I understand
that I may request a list with the names and addresses of any potential
recipients of the Data by contacting my local human resources representative. I
authorize the recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and
managing my participation in the Plan, including any requisite transfer of such
Data as may be required to a broker or other third party with whom I may elect
to deposit any shares of stock acquired upon exercise of the option. I
understand that Data will be held only as long as is necessary to implement,
administer and manage my participation in the Plan. I understand that I may, at
any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing
my local human resources representative. I understand, however, that refusing or
withdrawing my consent may affect my ability to participate in the Plan. For
more information on the consequences of my refusal to consent or withdrawal of
consent, I understand that I may contact my local human resources
representative.
Electronic Delivery of Documents. The Corporation may, in its sole discretion,
decide to deliver any documents related to the option granted under and
participation in the Plan or future options that may be granted under the Plan
by electronic means or to request my consent to participate in the Plan by
electronic means. I hereby consent to receive such documents by electronic
delivery and, if requested, to agree to participate in the Plan through an
on-line or electronic system established and maintained by the Corporation or
another third party designated by the Corporation.