EXHIBIT
10.2
BOSTON SCIENTIFIC
CORPORATION
401(k) RETIREMENT SAVINGS
PLAN
SEVENTH AMENDMENT
Pursuant to Section 10.1 of the Boston
Scientific Corporation 401(k) Retirement Savings Plan, as amended
and restated effective January 1, 2001, and as further amended from
time to time (the “Plan”), Boston Scientific
Corporation hereby amends the Plan as follows:
1. Effective June 1,
2008, Section 8.1 is deleted in its entirety and replaced with the
following:
" 8.1
Severance From
Employment for Reasons Other Than Death
. Following a Participant's severance from employment of
an Affiliated Employer for any reason other than death, the
Participant will receive the vested portion of his or her Accounts
in cash (or, effective June 1, 2008, if any portion of the
Participant’s vested Accounts is invested in the Company
Stock fund, in shares of Company Stock) or, if the Participant
elects and the value of such portion exceeds $5,000, in monthly,
quarterly, semi-annual, or annual installments, fixed installments
or variable installments over a period certain not to exceed the
Participant's life expectancy or the joint life and last
survivor expectancy of the Participant and his or her
Beneficiary. An election to receive monthly, quarterly,
semi-annual, or annual installment distributions in lieu of a
single sum, and the period over which such installments are to be
made, shall be made by the Participant on a form approved by the
Committee. Notwithstanding the foregoing, for Plan Years
beginning on or after January 1, 2002, the installment options
described above shall be available only with respect to a
Participant whose annuity starting date is earlier than the earlier
of (i) the 90 th day after notice that such benefit forms will no
longer be available is provided in accordance with Regulation
section 1.411(d)-4, Q&A-2(e)(1) and (ii) the first day of the
second Plan Year following the Plan Year in which the form of
optional benefit is eliminated by amendment.”
2. Effective June 1,
2008, Section 8.2 is deleted in its entirety and replaced with the
following:
" 8.2.
Time of Distributions . Distribution with
respect to a Participant's severance from employment for any reason
other than death will be made in accordance with this Section
8.2.
(a) If
the Participant has attained Normal Retirement Age or the
vested portion of the Participant’s Accounts is valued at
$5,000 or less (or, effective March 28, 2005, valued at $1,000 or
less), distribution of such vested portion will be made in cash
(or, effective June 1, 2008, if any portion of the
Participant’s vested Accounts is invested in the Company
Stock fund, in shares of Company Stock) as soon as practicable
after severance from employment.
(b) Effective
March 28, 2005, if the Participant has not yet attained Normal
Retirement Age and the vested portion of the Participant’s
Accounts is valued in excess of $1,000 but less than or equal to
$5,000, the Participant may elect to receive distribution of the
vested portion of his or her Accounts in cash (or, effective June
1, 2008, if any portion of the Participant’s vested Accounts
is invested in the Company Stock fund, in shares of Company Stock)
or to have such amount distributed directly to an eligible
retirement plan in accordance with Section 8.6. In
the event that the Participant fails to make such an election
pursuant to the procedures provided by the Committee, the Committee
will distribute the vested portion of the Participant’s
Accounts in a direct rollover to an individual retirement plan
designated by the Committee.
(c) If
the Participant has not yet attained Normal Retirement Age and the
vested portion of the Participant’s Accounts is valued in
excess of $5,000, distribution of such vested portion may not be
made under this paragraph unless
(i) between
the 30th and 180th day prior to the date distribution is to be
made, the Committee notifies the Participant in writing that he or
she may defer distribution until the Normal Retirement Age and
provides the Participant with a written description of the
consequences of failing to defer such receipt; and
(ii) the
Participant consents to the distribution in writing after the
information described above has been provided to him or her, and
files such consent with the Committee.
Notwithstanding
the foregoing, such distribution may commence less than 30 days
after the required notification described above is given, provided
that (i) the Committee clearly informs the Participant that the
Participant has a right to a period of at least 30 days after
receiving the notice to consider whether or not to elect a
distribution; and (ii) the Participant, after receiving the notice,
elects a distribution.
For purposes of
this Section 8.2, the vested portion of a Participant’s
Accounts will be considered to be valued in excess of $1,000 or
$5,000, as the case may be, if the value of the vested portion of
such Accounts (excluding Rollover Contributions and any earnings
thereon) exceeds such amount at the time of the distribution in
question. Distribution under this Section in all events
will be made no later than the 60th day after the close of the Plan
Year in which occurs the later of the Participant's severance from
employment or the Participant's attainment of the Normal Retirement
Age. Notwithstanding the foregoing, periodically the
Committee will distribute the vested portion of terminated
Participants’ Accounts that no longer have a value in excess
of $1,000, and will cause the direct rollover to individual
retirement plans of the vested portion of terminated
Participants’ Accounts that are valued in excess of $1,000
but less than or equal to $5,000.”
3. Effective June 1,
2008, Section 8.4 is deleted in its entirety and replaced with the
following:
"8.4
Distributions After a Participant's Death .
(a)
Death Prior to Severance From Employment . If a Participant
dies prior to his or her severance from the service of the
Participating Employers, the Participant's Beneficiary will receive
the Participant's Accounts in either of the following forms, as
elected by the Beneficiary on a form approved by the
Committee:
(i) in cash (or,
effective June 1, 2008, if any portion of the Participant’s
vested Accounts is invested in the Company Stock fund, in shares of
Company Stock) as soon as practicable following the Participant's
death (but in no event later than December 31 of the calendar year
following the year of the Participant's death); or
(ii) in monthly,
quarterly, semi-annual, or annual installments over a period
certain not to exceed the life expectancy of the Beneficiary, such
installments to begin not later than December 31 of the calendar
year following the year of the Participant's death and to be made
in amounts determined in the same manner as under Section 8.3(b)
above.
(b)
Death After Severance From Employment . If a Participant
dies after severance from employment but before the complete
distribution of his or her Accounts has been made, the
Participant's Beneficiary will receive the vested portion of the
Participant's Accounts. Distribution will be made in
cash (or, effective June 1, 2008, if any portion of the
Participant’s vested Accounts is invested in the Company
Stock fund, in shares of Company Stock) as soon as practicable
following the Participant's death (but no later than December 31 of
the calendar year following the year of the Participant's death)
provided, however, that if distribution to the Participant had
begun following his or her severance from employment in a form
elected by the Participant, distribution will continue to be made
to the Beneficiary at least as rapidly in such form
