EXHIBIT 10.4
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BOSTON SCIENTIFIC CORPORATION
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"), 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").
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 in
approximately equal annual installments on each of four anniversaries of the
date first set forth above, beginning on the second anniversary of the date of
grant. No shares of Stock shall 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
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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 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
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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
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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
25% Date of Second Anniversary
25% Date of Third Anniversary
25% Date of Fourth Anniversary
25% Date of Fifth Anniversary
BOSTON SCIENTIFIC CORPORATION
By:_________________________________
Name:
Title:
PARTICIPANT
____________________________________
[Name]
