WWW.EXFILE.COM, INC. -- 14949 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.23 TO FORM 10-K


     

    EXHIBIT
      10.23


    BOSTON
      SCIENTIFIC CORPORATION

     

    2006
      GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN

     

    (U.S.
      PLAN DOCUMENT)

     

    1.    
      Purpose.
      The
      purpose of the Boston Scientific Corporation 2006 Global Employee Stock
      Ownership Plan (the “Plan”) is to encourage ownership of common stock by
      employees of Boston Scientific Corporation and its Related Corporations and
      to
      provide additional incentives for such employees to promote the success of
      the
      business of the Company and its Related Corporations. The Plan is intended
      to be
      an “employee stock purchase plan” within the meaning of
      Section 423(b) of the Internal Revenue Code of 1986, as
      amended.

     

    2.    
      Definitions.
      As used
      in this Plan, the following terms shall have the meanings set forth
      below:

     

    (a)   
      “Beneficiary” means the person designated as beneficiary in the Optionee’s
      Enrollment Agreement or, if no such beneficiary is named or no such Enrollment
      Agreement is in effect at the Optionee’s death, his or her beneficiary as
      determined under the provisions of the Company’s program of life insurance for
      employees.

     

    (b)  
      “Board” means the Board of Directors of the Company.

     

    (c)   
      “Code” means the Internal Revenue Code of 1986, as amended, or any statute
      successor thereto, and any regulations issued from time to time
      thereunder.

     

    (d)  
      “Committee” means a committee of the Board appointed to administer the Plan in
      accordance with Section 4, consisting of not less than two directors of the
      Company who are not employees of the Company or any Related Corporation, each
      appointed by the Board from time to time to serve at its pleasure for the
      purpose of carrying out the responsibilities of the Committee under the Plan,
      and such officers or employees of the Company or a Participating Employee
      designated by the Committee to administer the operation of the Plan. For any
      period during which no Committee is in existence, all authority and
      responsibility assigned the Committee under this Plan shall be exercised, if
      at
      all, by the Board.

     

    (e)   
      “Company” means Boston Scientific Corporation, a Delaware corporation (or any
      successor corporation).

     

    (f)   
      “Compensation” means the total salary or wages or other taxable compensation
      (such as bonus payments, commissions, short-term disability payments and wage
      or
      salary substitution payments) paid by a Participating Employer to the Optionee
      during active employment (including approved paid leaves of absences) as of
      a
      particular pay date, exclusive of expense reimbursement, relocation allowances,
      tuition reimbursement, adoption assistance benefits, earnings related to stock
      options or other equity incentives, and post-employment payments that may be
      computed from eligible compensation, such as severance benefits, salary
      continuation after termination of Service, redundancy pay, or termination
      indemnities.

     

    (g)   
      “Effective Date” means the first business day that the Employees of a
      Participating Employer may participate in the Plan, as determined by the
      Committee in its sole discretion.

     

    (h)  
      “Eligible Employee” means an Employee who is eligible under the provisions of
      Section 7 to be granted an Option as of the first day of an Offering
      Period.

     

    (i)   
      “Employee” means an individual who is regularly scheduled to perform services
      for a Participating Employer for a continuous, indefinite period of
      time.

     

    (j)    
      “Entry Date” means, with respect to an Eligible Employee working for a
      Participating Employer, (1) the Effective Date for that Employee,
      (2) following the Effective Date, the first business day of each first and
      third calendar quarter of a calendar year, or (3) such other date as the
      Committee may determine. For an Eligible Employee of any affiliate of the
      Company who transfers to the permanent employment of a Participating Employer,
      the “Entry Date” means the start of the first practicable business day following
      the transfer, as determined by the Committee, in accordance with the policies
      and procedures of the Participating Employer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (k)  
      “Fair Market Value” means, with respect to Stock on a given date, the closing
      price of the Stock as reported in The
      Wall Street Journal
      for such
      date.

     

    (l)   
      “Investment Date” means, with respect to an Offering Period, (1) the next
      following business day after the Offering Termination Date, (2) the last
      business day of the next following calendar month, if Stock is in fact purchased
      on the New York Stock Exchange, or (3) such other date designated by the
      Committee.

     

    (m) 
      “Enrollment Agreement” means an agreement described in Section 8.2, in such
      form as may be approved by the Committee from time to time, whereby an Optionee
      authorizes a Participating Employer to withhold payroll deductions from his
      or
      her Compensation.

     

    (n)  
      “Offering Period” means the period beginning, as determined by the Committee, on
      (1) the first business day coincident with or next following an Entry Date
      or (2) the first business day of the first and third calendar quarters of a
      calendar year (the “Offering Commencement Date”) and ending on the last business
      day of the second and fourth calendar quarters of a calendar year (the “Offering
      Termination Date”) or other six (6) month periods established by the
      Committee.

     

    (o)  
      “Option” means an option to purchase shares of Stock granted under the
      Plan.

     

    (p)  
      “Optionee” means an Eligible Employee to whom an Option is granted.

     

    (q)  
      “Option Shares” means shares of Stock subject to an Option.

     

    (r)   
      “Participating Employer” means the Company or any Related Corporation designated
      by the Committee to participate in the Plan as of an Entry Date.

     

    (s)   
      “Plan” means this Boston Scientific Corporation 2006 Global Employee Stock
      Ownership Plan as set forth herein and as it may be amended from time to
      time.

     

    (t)   
      “Related Corporation” means the Company and every U.S. corporation which
      is:  (i) a direct or indirect eighty percent (80%) or more-owned
      subsidiary of the Company; or (ii) a direct or indirect fifty percent (50%)
      or more-owned subsidiary of the Company designated by the
      Committee.

     

    (u)  
      “Service” means, as determined by the Participating Employer, continuous regular
      employment by an individual with the Company or one of the Related Corporations,
      including any approved leaves of absence.

     

    (v)   
      “Stock” means the common stock, $.01 par value per share, of the
      Company.

     

    3.    
      Term
      of the Plan.
      After
      its adoption by the Board, the Plan shall become effective on July 1, 2006;
provided,
      however,
      that
      the Plan shall be null and void if the Company’s shareholders do not approve the
      Plan within twelve (12) months before or after the date on which the Board
      adopts the Plan. No Option shall be granted under the Plan on or after
      July 1, 2016, but Options theretofore granted may extend beyond that
      date.

     

    4.    
      Administration.
      The
      Plan shall be administered by the Committee, which shall have the authority
      and
      discretion to interpret the Plan, to prescribe, amend and rescind rules and
      regulations relating to the Plan, to resolve all disputes arising under the
      Plan, to determine which Related Corporations shall become Participating
      Employers and as of what dates, to determine the terms of Options granted under
      the Plan, and to make all other determinations necessary or advisable for the
      administration of the Plan. Any determination of the Committee shall be final
      and binding upon all persons having or claiming any interest under the Plan
      or
      under any Option granted pursuant to the Plan. The Committee shall have the
      express authority to delegate certain administrative responsibilities to other
      parties. Notwithstanding any other provision of the Plan to the contrary, the
      Committee may use telephonic media, electronic media, or other technology,
      including the Company’s website and the internet, in administering the Plan to
      the extent not prohibited by applicable law.

     

    5.    
      Amendment
      and Termination.
      The
      Board may terminate or amend the Plan at any time and from time to time;
provided,
      however,
      that
      the Board may not, without approval of the shareholders of the Company in a
      manner satisfying the requirements of Section 423 of the Code, increase the
      maximum number of shares of Stock available for purchase under the Plan. No
      termination of or amendment of the Plan may adversely affect the rights of
      an
      Optionee in the reasonable discretion of the Committee with 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    respect
      to any Option held by the Optionee as of the date of such termination or
      amendment without the Optionee’s consent.

     

    6.    
      Shares
      of Stock Subject to the Plan.
      No more
      than an aggregate of 20 million shares of Stock may be issued or delivered
      pursuant to the exercise of Options granted under the Plan. Shares to be
      delivered upon the exercise of Options may be either shares of Stock which
      are
      authorized but unissued or shares of Stock held by the Company in its treasury
      or shares of Stock purchased on the open market by the Company for issuance
      under this Plan. If an Option expires or terminates for any reason without
      having been exercised in full, the unpurchased shares subject to the Option
      shall become available for other Options granted under the Plan. The Company
      shall, at all times during which Options are outstanding, reserve and keep
      available shares of Stock sufficient to satisfy such Options, and shall pay
      all
      fees and expenses incurred by the Company in connection therewith. In the event
      of any capital change in the outstanding Stock as contemplated by
      Section 8.9, the number and kind of shares of Stock reserved and kept
      available by the Company shall be appropriately adjusted.

     

    7.    
      Eligibility.
      Each
      Employee of a Participating Employer shall be granted an Option on the first
      day
      of each Offering Period coincident with or next following the date on which
      such
      Employee meets all of the following requirements:

     

    (a)   
      The Employee is customarily employed by a Participating Employer for twenty
      (20)
      hours or more per week;

     

    (b)  
      The Employee will not, after grant of the Option, own stock possessing five
      (5) or more percent of the total combined voting power or value of all
      classes of stock of the Company or of any Related Corporation. For purposes
      of
      this paragraph (b), the rules of Section 424(d) of the Code shall
      apply in determining the stock ownership of the Employee, and stock which the
      Employee may purchase under outstanding options shall be treated as stock owned
      by the Employee; and

     

    (c)   
      The Employee has properly completed an Enrollment Agreement electing to
      participate in the Plan as described in Section 8.2.

     

    An
      Employee who meets all of the foregoing requirements is referred to as an
“Eligible Employee.”

     

    8.    
      Terms
      and Conditions of Options.

     

    8.1  
      General.
      All
      Options granted to Eligible Employees shall comply with the terms and conditions
      set forth in Sections 8.1 through 8.10. Subject to Sections 8.2(d) and 8.8,
      each such Option shall entitle the Optionee to purchase that number of whole
      shares calculated in accordance with Sections 8.1 through 8.10 or such lesser
      number or value of shares established by the Committee as an additional
      limitation on the maximum number of Option Shares available under an
      Option.

     

    8.2  
      Enrollment
      Agreement/Payroll Deductions.

     

    (a)   
      An Eligible Employee may elect to purchase shares of Stock under his or her
      Option during an Offering Period by completing and submitting an Enrollment
      Agreement, in accordance with such procedures as set forth by the Committee,
      no
      later than ten (10) business days prior to the first day of an Offering
      Period. The Enrollment Agreement shall indicate the percentage of the Eligible
      Employee’s Compensation (from 1% through 10%, in multiples of 1%) that the
      Eligible Employee elects to be withheld on pay dates occurring during the
      Offering Period.

     

    (b)  
      After the commencement of the Offering Period, no Eligible Employee shall be
      permitted to change the percentage of Compensation elected to be withheld during
      that Offering Period. However, the Eligible Employee may elect to discontinue
      his or her payroll deductions at any time during an Offering Period and withdraw
      them by submitting a request, in accordance with such procedures as set forth
      by
      the Committee, no later than ten (10) business days prior to the last day
      of the Offering Period. The change will be effective as of the first pay date
      occurring as soon as practicable after the Eligible Employee’s request has been
      received. As soon as practicable following receipt of the Eligible Employee’s
      request, the Eligible Employee shall receive a distribution of the accumulated
      payroll deductions, without interest.

     

    (c)   
      Any Enrollment Agreement in effect for an Offering Period shall remain in effect
      as to any subsequent Offering Period unless revoked by the submission of a
      request to discontinue payroll 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    deductions
      for that Offering Period or modified by submission of a new Enrollment
      Agreement, or until the Optionee’s termination of Service for any
      reason.

     

    (d)  
      Notwithstanding the provisions of this Section 8, an Eligible Employee may
      not be granted an Option if the Eligible Employee’s rights to purchase Stock
      under all employee stock purchase plans (as defined in
      Section 423(b) of the Code) of the Company and its Related
      Corporations accrue at a rate which exceeds $25,000 of Fair Market Value of
      the
      Stock (determined at the time such option is granted) for each calendar year
      in
      which such option is outstanding at any time. The accrual of rights to purchase
      Stock shall be determined in accordance with Section 423(b)(8) of the
      Code.

     

    (e)   
      An Optionee may purchase Stock under the Plan only by payroll deduction. An
      Optionee may not make payroll deductions under the Plan for any period or
      periods after his or her termination of Service, even if he or she is then
      being
      paid salary continuation, severance benefits or other similar forms of
      compensation.

     

    8.3  
      Purchase
      Price.
      The
      purchase price of Option Shares shall be the lesser of: 
(a) eighty-five percent (85%) of the Fair Market Value of the Stock on the
      Offering Commencement Date; or (b) (whichever is applicable) eighty-five
      percent (85%) of the Fair Market Value of the Stock on the Offering Termination
      Date, if the Stock is acquired from the Company; or (2) eighty-five percent
      (85%) of the actual purchase price for such Stock on the Investment Date, if
      the
      Stock is, in fact, purchased on the New York Stock Exchange.

     

    8.4  
      Exercise
      of Options.
      To the
      extent practicable, all of the Optionee’s payroll deductions accumulated during
      the Offering Period will be applied to purchase Option Shares on the Investment
      Date. On such date, and provided the Optionee is in-Service on the last day
      of
      the Offering Period, the Optionee shall purchase the number of whole shares
      purchasable by his or her accumulated payroll deductions during the Offering
      Period, or, if less, the maximum number of shares subject to the Option as
      provided in Section 8.1, provided that if the total number of shares which
      all Optionees elect to purchase, together with any shares already purchased
      under the Plan, exceeds the total number of shares which may be purchased under
      the Plan pursuant to Section 6, the number of shares which each Optionee is
      permitted to purchase shall be decreased pro
      rata
      based on
      the Optionee’s accumulated payroll deductions in relation to all accumulated
      payroll deductions currently being withheld under the Plan.

     

    Accumulated
      payroll deductions, to the extent in excess of the aggregate purchase price
      of
      the shares purchased by the Optionee on an Investment Date or in excess of
      the
      $25,000 limit described in Section 8.2(d), shall be applied for the next
      Offering Period. At the request of the Optionee, following an Employee’s
      withdrawal from the Plan, an Employee’s termination of Service or as may be
      required by law, the excess payroll deductions shall be refunded to the
      Optionee, without interest, as soon as practicable.

     

    8.5  
      Delivery
      of Stock.

     

    (a)   
      Except as provided below, as soon as administratively practicable after the
      Investment Date, the Company shall deliver or cause to be delivered to the
      Optionee a certificate or certificates for the number of whole shares purchased
      by the Optionee for that Offering Period. A Stock certificate representing
      the
      number of shares purchased will be issued in the Optionee’s name only, or if the
      Optionee so requests in writing, not later than the last day of the Offering
      Period, in the name of the Optionee and another person of legal age as joint
      tenants with rights of survivorship. If any law or applicable regulation of
      the
      Securities Exchange Commission or other body having jurisdiction shall require
      that the Company or the Optionee take any action in connection with the shares
      being purchased under the Option, delivery of the certificate or certificates
      for such shares shall be postponed until the necessary action shall have been
      completed, which action shall be taken by the Company at its own expense,
      without unreasonable delay.

     

    (b)  
      Notwithstanding the foregoing, in the event that shares are subject to a
      transferability restriction established by the Committee, as provided in
      Section 8.6(b), the Company may elect to hold for the benefit of the
      Optionee any shares otherwise to be delivered to the Optionee pursuant to this
      Section 8.5, or to deliver the same to such agents, trustees and
      fiduciaries for the benefit of the Optionee as the Company may elect, for the
      period transfer of such shares is limited by this Plan, if any, (and thereafter,
      until the Optionee requests delivery of such stock in writing). In that event,
      the Optionee shall have all of the rights of a shareholder in the shares so
      held
      by the Company or its agent, 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    except
      as
      limited by the restriction on transferability, from and after the issuance
      of
      the same and the Company or its agent, except as limited by the restriction
      on
      transferability, if any, from and after the issuance of the same and the Company
      or its agent shall adopt reasonable procedures to enable the Optionee to
      exercise such rights. In the event of the Optionee’s death while any shares are
      so held, such shares shall be delivered to the Optionee’s Beneficiary promptly
      following the Committee’s receipt of evidence satisfactory to the Committee of
      the Optionee’s death.

     

    (c)   
      In lieu of issuing Stock certificates, the Committee may establish electronic
      book entry procedures (such as DWAC) to record an Optionee’s Stock acquired
      under the Plan. Notwithstanding, the Optionee shall always have the right to
      request issuance of a Stock certificate to evidence all or any number of whole
      shares of Stock he or she has purchased under the Plan. The Optionee shall
      pay
      all costs associated with issuing the Stock certificate or certificates
      described in this Section 8.5.

     

    8.6  
      Restrictions
      on Transfer.

     

    (a)   
      Options may not be assigned, transferred, pledged or otherwise disposed of.
      An
      Option may not be exercised by anyone other than the Optionee during the
      lifetime of the Optionee.

     

    (b)  
      Except as otherwise determined by the Committee, Stock acquired by exercise
      of
      an Option hereunder may not be assigned, transferred, pledged or otherwise
      disposed of, except by will or under the laws of descent and distribution,
      until
      the date which is three (3) months after the last day of the Offering
      Period as of which such shares were acquired (or the date of the death of the
      Optionee, if earlier), but thereafter may be sold or otherwise transferred
      without restriction. The Optionee shall agree in the Enrollment Agreement to
      notify the Company of any transfer of the Option Shares within two
      (2) years of the first day of the Offering Period of those Option Shares.
      The Company shall have the right to place a legend on all stock certificates
      instructing the transfer agent to notify the Company of any transfer of the
      Option Shares. The Company shall also have the right to place a legend on
      certificates setting forth the restriction on transferability, if any, of such
      Option Shares.

     

    8.7  
      Expiration.
      Each
      Option shall expire at the close of business on the Investment Date or on such
      earlier date as may result from the operation of Section 8.

     

    8.8  
      Termination
      of Employment of Optionee.
      If an
      Optionee ceases for any reason to be in-Service, whether due to death,
      retirement, voluntary severance, involuntary severance, transfer, or
      disaffiliation of a Related Corporation with the Company, his or her Option
      shall immediately expire, and the Optionee’s accumulated payroll deductions
      shall be returned, without interest, as soon as practicable, to the Optionee
      or
      his or her Beneficiary, as the case may be, by the Participating Employer.
      For
      purposes of this Section 8.8, an Optionee shall be deemed to be in-Service
      throughout any leave of absence for military service, illness or other bona
      fide
      purpose which does not exceed the longer of ninety days or the period during
      which the Optionee’s reemployment rights are guaranteed by statute or by
      contract. If the Optionee does not return to Service prior to the termination
      of
      such period, his or her Service shall be deemed to have ended on the one-hundred
      eightieth (180th)
      day of
      such leave of absence. Distributions upon death will be made as soon as
      administratively practicable after the Optionee’s death upon presentation of
      satisfactory proof of death to the Participating Employer.

     

    8.9  
      Capital
      Changes Affecting the Stock.
      In the
      event that, during an Offering Period, a stock dividend is paid or becomes
      payable in respect of the Stock or there occurs a split-up or contraction in
      the
      number of shares of Stock, the number of shares for which the Option may
      thereafter be exercised and the price to be paid for each such share shall
      be
      proportionately adjusted. In the event that, after the commencement of the
      Offering Period, there occurs a reclassification or change of outstanding shares
      of Stock or a consolidation or merger of the Company with or into another
      corporation or a sale or conveyance, substantially as a whole, of the property
      of the Company, the Optionee shall be entitled on the last day of the Offering
      Period to receive shares of stock or other securities equivalent in kind and
      value to the shares of Stock he or she would have held if he or she had
      exercised the Option in full immediately prior to such reclassification, change,
      consolidation, merger, sale or conveyance and had continued to hold such shares
      (together with all other shares and securities thereafter issued in respect
      thereof) until the last day of the Offering Period. In the event that there
      is
      to occur a recapitalization involving an increase in the par value of the Stock
      which would result in a par value exceeding the exercise price under an
      outstanding Option, the Company shall notify the Optionee of such proposed
      recapitalization immediately upon its 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    being
      recommended by the Board of the Company’s shareholders, after which the Optionee
      shall have the right to exercise his or her Option prior to such
      recapitalization; if the Optionee fails to exercise the Option prior to
      recapitalization, the exercise price under the Option shall be appropriately
      adjusted. In the event that, after the commencement of the Offering Period,
      there occurs a dissolution or liquidation of the Company, except pursuant to
      a
      transaction to which Section 424(a) of the Code applies, each Option
      shall terminate, but the Optionee shall have the right to exercise his or her
      Option prior to such dissolution or liquidation.

     

    8.10
        Return
      of Accumulated Payroll Deductions.
      In the
      event that the Optionee or his or her Beneficiary is entitled to the return
      of
      accumulated payroll deductions, whether by reason of an election to discontinue
      and withdraw payroll deductions, termination of employment, retirement, death,
      or, in the event that accumulated payroll deductions exceed the price of shares
      purchased or exceed the $25,000 limit described in Section 8.2(d), such
      amount shall be returned by the Participating Employer to the Optionee or the
      Beneficiary, as the case may be, as soon as practicable. Accumulated payroll
      deductions held by the Participating Employer shall not bear interest nor shall
      the Participating Employer be obligated to segregate the same from any of its
      other assets.

     

    9.    
      No
      Enlargement of Employment Rights.
      Neither
      the establishment or continuation of the Plan, nor the grant of any Option
      hereunder, shall be deemed to give any employee the right to be retained in
      the
      employ of the Participating Employer, or any successor to either, or to
      interfere with the right of the Participating Employer or successor to discharge
      the employee at any time.

     

    10.  
      Tax
      Withholding.
      If, at
      any time, a Participating Employer is required, under applicable laws and
      regulations, to withhold, or to make any deduction of, any taxes or take any
      other action in connection any exercise of an Option or transfer of shares
      of
      Stock, the Participating Employer shall have the right to deduct from all
      amounts paid in cash (including, but not limited to, base salary/wages and
      bonus/incentive compensation) any taxes required by law to be withheld
      therefrom, and in the case of shares of Stock, the Optionee or his or her estate
      or Beneficiary shall be required to pay the Participating Employer the amount
      of
      taxes required to be withheld, or, in lieu thereof, the Participating Employer
      shall have the right to retain, or sell without notice, a sufficient number
      of
      shares of Stock to cover the amount required to be withheld, or to make other
      arrangements with respect to withholding as it shall deem
      appropriate.

     

    11.  
      Participating
      Employer with Non-U.S. Residents.
      With
      respect to any Participating Employer which employs Eligible Employees who
      reside outside of the United States, and notwithstanding anything herein to
      the
      contrary, the Committee may in its sole discretion amend the terms of the Plan,
      or an Option granted under the Plan, in order to reflect the impact of local
      law
      and may, where appropriate, establish one or more sub-plans to reflect such
      amended provisions applicable to such Eligible Employees.

     

    12.  
      Governing
      Law.
      The
      Plan and all Options and actions taken thereunder shall be governed by and
      construed in accordance with the laws of the Commonwealth of Massachusetts,
      without regard to the conflict of laws principles thereof.