exv10w68






Exhibit
10.68



Boston Scientific Corporation




2003 Long-Term Incentive Plan



Deferred Stock Unit Award (Performance DSUs)



June 23, 2009



J. Raymond Elliott 



PLEASE RETAIN FOR YOUR RECORDS




 









 








BOSTON SCIENTIFIC CORPORATION




DEFERRED STOCK UNIT AWARD



     This Agreement dated as of the 23rd of June, 2009 (the “Grant Date”) is by and
between Boston Scientific Corporation, a Delaware corporation (the “Company”) and J. Raymond
Elliott (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 of Award. The Company hereby awards to the Participant 1,250,000 shares of
Performance Deferred Stock Units (“Performance DSUs”), as set forth on the signature page of this
Agreement (the “Award”), each Performance DSU 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 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. The Participant hereby acknowledges
and agrees that the Performance DSUs awarded hereunder are subject to certain eligibility and other
conditions set forth herein and in the Plan.



     3. Satisfaction of Performance-Based Eligibility Conditions. The Performance DSUs
will be earned and settled in shares of Stock in 250,000 increments on each of the dates (occurring
prior to December 31, 2012) on which, while the Participant remains employed by the Company, the
Stock’s average closing price for any ten consecutive trading days equals or exceeds $20.00,
$22.50, $25.00, $27.50 and $30.00. In applying the foregoing trading price thresholds, the
relevant Performance DSUs will be earned and settled only on the first occasion on which the
corresponding ten-day price target is attained, but if a higher price target is attained before one
or more lower price targets have been attained, not only the Performance DSUs corresponding to such
higher target, but also those corresponding to such previously unattained lower targets, shall be
earned and settled. (By way of illustration, but not limitation, if as of a given date the Stock’s
average closing price for the previous ten consecutive trading days equals $27.50 without the
$20.00, $22.50 or $25.00 targets previously having been attained, one million Performance DSUs will
be earned and settled as of such date). No shares of Stock shall otherwise be issued to
Participant prior to the date on which the Performance DSUs are earned.



     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. 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 prior to the dates on
which the price targets are attained as set forth in Section 3 above, any outstanding unearned
Performance DSUs that remain subject to eligibility conditions shall be void and no Stock shall be
issued with respect thereto. Any Performance DSUs that have not been earned by December 31, 2012
shall be forfeited.



     6. Consideration for Stock. The shares of Stock are intended to be issued for no cash
consideration.



     7. 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.



     8. 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
Performance DSUs 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 8 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 Executive Compensation and Human Resources Committee of the Board of Directors
(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 Performance DSUs 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.




     9. 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.



     10. 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 Performance DSUs 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.



     11. Award Subject to the Plan. The Award made hereunder is subject to the terms and
conditions of this Agreement and the Plan, and the Participant agrees to be bound by the terms and
conditions of the Agreement and the Plan. The terms and provisions of the Plan as it may be
amended from time to time are hereby incorporated herein by reference. This Agreement may contain
terms and provisions established by the Committee specifically for the Award described herein. In
all other instances, 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
shall govern. However, no amendment of the Plan after the date hereof may adversely alter the
rights of the Participant under this Agreement without the consent of the Participant.



     12. 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 Award 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.



     13. Legal Notices. Any legal notice necessary under this Agreement shall be addressed
to the Company in care of its General Counsel at the principal 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.



 









 





     14. 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.



     15. Headings. The headings contained in this Agreement are for convenience only and
shall not affect the meaning or interpretation of this Agreement.



     16. 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.



[remainder of page intentionally left blank]





 









 








SIGNATURE PAGE




     IN WITNESS WHEREOF, the Company, by its duly authorized officer, has 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 Performance DSUs: 1,250,000




Issuance Schedule:




	 	 	 	 	 
	20%

	 	250,000 shares 
	 	Shares will be issued in increments of 250,000 on a
date (before December 31, 2012) when the average
	20%

	 	250,000 shares 
	 	price of Stock for any ten consecutive trading
days first equals or exceeds $20.00, $22.50, $25.00,

	20%

	 	250,000 shares 
	 	$27.50 and $30.00. If a higher price target is achieved Performance DSUs corresponding
to previously 
	20%

	 	250,000 shares 
	 	unattained lower targets also will be earned and settled.
	20%

	 	250,000 shares 	 	 






	 	 	 	 	 
	 	 	PARTICIPANT
	 
	 
	 	 	 	 
	 	 	 
	 	 	J. Raymond Elliott
	 
	 	 	 	 
	 	 	BOSTON SCIENTIFIC CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	
	 

	 	 	 	 
	 

	 	 	 	James R. Tobin, President and
	 

	 	 	 	Chief Executive Officer






 









 





Boston Scientific Corporation




2003 Long-Term Incentive Plan



Deferred Stock Unit Award (Performance DSUs)



June 23, 2009



J. Raymond Elliott 



BOSTON SCIENTIFIC COPY

PLEASE RETURN IN THE ENVELOP PROVIDED




 









 








BOSTON SCIENTIFIC CORPORATION




DEFERRED STOCK UNIT AWARD



     This Agreement dated as of the 23rd of June, 2009 (the “Grant Date”) is by and
between Boston Scientific Corporation, a Delaware corporation (the “Company”) and J. Raymond
Elliott (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 of Award. The Company hereby awards to the Participant 1,250,000 shares of
Performance Deferred Stock Units (“Performance DSUs”), as set forth on the signature page of this
Agreement (the “Award”), each Performance DSU 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 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. The Participant hereby acknowledges
and agrees that the Performance DSUs awarded hereunder are subject to certain eligibility and other
conditions set forth herein and in the Plan.



     3. Satisfaction of Performance-Based Eligibility Conditions. The Performance DSUs
will be earned and settled in shares of Stock in 250,000 increments on each of the dates (occurring
prior to December 31, 2012) on which, while the Participant remains employed by the Company, the
Stock’s average closing price for any ten consecutive trading days equals or exceeds $20.00,
$22.50, $25.00, $27.50 and $30.00. In applying the foregoing trading price thresholds, the
relevant Performance DSUs will be earned and settled only on the first occasion on which the
corresponding ten-day price target is attained, but if a higher price target is attained before one
or more lower price targets have been attained, not only the Performance DSUs corresponding to such
higher target, but also those corresponding to such previously unattained lower targets, shall be
earned and settled. (By way of illustration, but not limitation, if as of a given date the Stock’s
average closing price for the previous ten consecutive trading days equals $27.50 without the
$20.00, $22.50 or $25.00 targets previously having been attained, one million Performance DSUs will
be earned and settled as of such date). No shares of Stock shall otherwise be issued to
Participant prior to the date on which the Performance DSUs are earned.



     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. 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 prior to the dates on
which the price targets are attained as set forth in Section 3 above, any outstanding unearned
Performance DSUs that remain subject to eligibility conditions shall be void and no Stock shall be
issued with respect thereto. Any Performance DSUs that have not been earned by December 31, 2012
shall be forfeited.



     6. Consideration for Stock. The shares of Stock are intended to be issued for no cash
consideration.



     7. 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.



     8. 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
Performance DSUs 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 8 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 Executive Compensation and Human Resources Committee of the Board of Directors
(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 Performance DSUs 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.




     9. 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.



     10. 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 Performance DSUs 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.



     11. Award Subject to the Plan. The Award made hereunder is subject to the terms and
conditions of this Agreement and the Plan, and the Participant agrees to be bound by the terms and
conditions of the Agreement and the Plan. The terms and provisions of the Plan as it may be
amended from time to time are hereby incorporated herein by reference. This Agreement may contain
terms and provisions established by the Committee specifically for the Award described herein. In
all other instances, 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
shall govern. However, no amendment of the Plan after the date hereof may adversely alter the
rights of the Participant under this Agreement without the consent of the Participant.



     12. 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 Award 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.



     13. Legal Notices. Any legal notice necessary under this Agreement shall be addressed
to the Company in care of its General Counsel at the principal 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.



 









 





     14. 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.



     15. Headings. The headings contained in this Agreement are for convenience only and
shall not affect the meaning or interpretation of this Agreement.



     16. 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.



[remainder of page intentionally left blank]





 









 








SIGNATURE PAGE




     IN WITNESS WHEREOF, the Company, by its duly authorized officer, has 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 Performance DSUs: 1,250,000




Issuance Schedule:




	 	 	 	 	 
	20%

	 	250,000 shares 
	 	Shares will be issued in increments of 250,000 on
a date (before December 31, 2012) when the average
	20%

	 	250,000 shares 
	 	price of Stock for any ten consecutive trading
days first equals or exceeds $20.00, $22.50,
	20%

	 	250,000 shares 
	 	$25.00, $27.50 and $30.00. If a higher price
target is achieved Performance DSUs corresponding
	20%

	 	250,000 shares 
	 	to previously unattained lower targets also will
be earned and settled.
	20%

	 	250,000 shares 	 	 






	 	 	 	 	 
	 	 	PARTICIPANT
	 
	 
	 	 	 	 
	 	 	 
	 	 	J. Raymond Elliott
	 
	 	 	 	 
	 	 	BOSTON SCIENTIFIC CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	
	 

	 	 	 	 
	 

	 	 	 	James R. Tobin, President and
	 

	 	 	 	Chief Executive Officer