exv10w69






Exhibit
10.69




Boston Scientific Corporation




2003 Long-Term Incentive Plan



Deferred Stock Unit Award (Restricted 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 Elliot
(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 Awards. The Company hereby awards to the Participant 1,000,000 shares of
Restricted Deferred Stock Units (“Restricted DSUs”), as set forth on the signature page of this
Agreement (the “Award”), each Restricted 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 Restricted DSUs awarded hereunder are subject to certain eligibility and other
conditions set forth herein and in the Plan.



     3. Satisfaction of Conditions; Vesting and Delivery of Shares. Subject to the
Participant’s continued employment with the Company, one-third of the Restricted DSUs shall vest on
the first anniversary of the Grant Date, and thereafter 1/36th of the Restricted DSUs
will vest on each monthly anniversary of the first anniversary of the Grant Date until the
Restricted DSUs are fully vested on the third anniversary of the Grant Date. 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), Section 7 hereof (relating to termination of
employment without Cause) and Section 9 hereof (relating to Change in Control of the Company), the
Company shall deliver shares of Stock in the amounts set forth on the signature page hereof subject
to the eligibility conditions described in Section 8 hereof in annual installments on December 31
of each of 2010, 2011 and 2012.



     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 Restricted DSUs shall vest and 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 be awarded to Participant hereunder
that remain subject to eligibility conditions.



     6. Retirement or Disability. In the event of the Participant’s Retirement or
Disability, the Restricted DSUs shall vest and the Company will issue to Participant any shares of
Stock to be awarded hereunder that remain subject to eligibility conditions. “Disability” shall
mean permanent and total disability as determined under the Company’s long-term disability program
for employees then in effect, provided that such disability also meets the requirements of Section
409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended.



     7. Termination of Employment without Cause. If the Participant’s employment is
involuntarily terminated without Cause, the Restricted DSUs shall vest and the Company will issue
to Participant any shares of Stock to be awarded hereunder that remain subject to eligibility
conditions. “Cause” is defined to mean: (a) conduct constituting a material act of misconduct in
connection with the performance of the Participant’s duties; or (b) criminal or civil conviction, a
plea of nolo contendere or conduct that would reasonably be expected to result in material injury
to the reputation of the Company if the Participant were retained in his position with the Company.



     8. 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, Disability or involuntary termination without Cause, (a) any unvested Restricted DSUs
that remain subject to eligibility conditions shall be void and no Stock shall be issued with
respect thereto and (b) any vested Restricted DSUs shall remain outstanding and shares of Stock
shall be issued with respect thereto on December 31 of the year including the date of termination.
Except as otherwise set forth herein, eligibility to be issued shares of Stock is conditioned on
Participant’s continuous employment with the Company through and on the applicable delivery dates
set forth in Section 3 above, and in no event will any portion of the Award become vested earlier
than six (6) months from the date of grant.



     9. Change in Control of the Company. In the event of a Change in Control of the
Company, the Restricted DSUs shall vest and the Company will issue to Participant any shares of
Stock to be awarded hereunder that remain subject to eligibility conditions.



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



     11. 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.




     12. 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 Restricted
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 12 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 Restricted 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.



     13. 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.



     14. 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 Restricted 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.




     15. 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.



     16. 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.



     17. 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.



     18. 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.



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



     20. 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 Restricted DSUs: 1,000,000



Issuance Schedule:




	 	 	 	 	 
	500,000

	 	shares
	 	December 31, 2010
	 
	 	 	 	 
	333,333

	 	shares
	 	December 31, 2011
	 
	 	 	 	 
	166,667

	 	shares
	 	December 31, 2012
	 
	 	 	 	 





	 	 	 	 	 
	 	 	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 (Restricted DSUs)



June 23, 2009



J. Raymond Elliott 




BOSTON SCIENTIFIC COPY




PLEASE RETURN IN THE ENVELOPE 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 Elliot
(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 Awards. The Company hereby awards to the Participant 1,000,000 shares of
Restricted Deferred Stock Units (“Restricted DSUs”), as set forth on the signature page of this
Agreement (the “Award”), each Restricted 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 Restricted DSUs awarded hereunder are subject to certain eligibility and other
conditions set forth herein and in the Plan.



     3. Satisfaction of Conditions; Vesting and Delivery of Shares. Subject to the
Participant’s continued employment with the Company, one-third of the Restricted DSUs shall vest on
the first anniversary of the Grant Date, and thereafter 1/36th of the Restricted DSUs
will vest on each monthly anniversary of the first anniversary of the Grant Date until the
Restricted DSUs are fully vested on the third anniversary of the Grant Date. 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), Section 7 hereof (relating to termination of
employment without Cause) and Section 9 hereof (relating to Change in Control of the Company), the
Company shall deliver shares of Stock in the amounts set forth on the signature page hereof subject
to the eligibility conditions described in Section 8 hereof in annual installments on December 31
of each of 2010, 2011 and 2012.



     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 Restricted DSUs shall vest and 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 be awarded to Participant hereunder
that remain subject to eligibility conditions.



     6. Retirement or Disability. In the event of the Participant’s Retirement or
Disability, the Restricted DSUs shall vest and the Company will issue to Participant any shares of
Stock to be awarded hereunder that remain subject to eligibility conditions. “Disability” shall
mean permanent and total disability as determined under the Company’s long-term disability program
for employees then in effect, provided that such disability also meets the requirements of Section
409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended.



     7. Termination of Employment without Cause. If the Participant’s employment is
involuntarily terminated without Cause, the Restricted DSUs shall vest and the Company will issue
to Participant any shares of Stock to be awarded hereunder that remain subject to eligibility
conditions. “Cause” is defined to mean: (a) conduct constituting a material act of misconduct in
connection with the performance of the Participant’s duties; or (b) criminal or civil conviction, a
plea of nolo contendere or conduct that would reasonably be expected to result in material injury
to the reputation of the Company if the Participant were retained in his position with the Company.



     8. 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, Disability or involuntary termination without Cause, (a) any unvested Restricted DSUs
that remain subject to eligibility conditions shall be void and no Stock shall be issued with
respect thereto and (b) any vested Restricted DSUs shall remain outstanding and shares of Stock
shall be issued with respect thereto on December 31 of the year including the date of termination.
Except as otherwise set forth herein, eligibility to be issued shares of Stock is conditioned on
Participant’s continuous employment with the Company through and on the applicable delivery dates
set forth in Section 3 above, and in no event will any portion of the Award become vested earlier
than six (6) months from the date of grant.



     9. Change in Control of the Company. In the event of a Change in Control of the
Company, the Restricted DSUs shall vest and the Company will issue to Participant any shares of
Stock to be awarded hereunder that remain subject to eligibility conditions.



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



     11. 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.




     12. 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 Restricted
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 12 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 Restricted 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.



     13. 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.



     14. 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 Restricted 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.




     15. 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.



     16. 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.



     17. 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.



     18. 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.



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



     20. 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 Restricted DSUs: 1,000,000



Issuance Schedule:




	 	 	 	 	 
	500,000

	 	shares
	 	December 31, 2010
	333,333

	 	shares
	 	December 31, 2011
	166,667

	 	shares
	 	December 31, 2012






	 	 	 	 	 
	 	 	PARTICIPANT
	 
	 
	 	 	 	 
	 	 	J. Raymond Elliott
	 
	 	 	 	 
	 	 	BOSTON SCIENTIFIC CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	
	 

	 	 	 	 
	 

	 	 	 	James R. Tobin, President and
	 

	 	 	 	Chief Executive Officer