EXHIBIT
10.2
June 22,
2009
J. Raymond
Elliott
54595 County
Road 8
Middlebury,
IN 46540
On behalf of
Boston Scientific Corporation, we are very pleased to confirm our
offer of employment to you. Your initial position of
employment with Boston Scientific, commencing June 23, 2009 (the
“Commencement Date”), will be in the part-time role of
Senior Advisor, reporting to the Chairman of the Board of
Directors. Thereafter, effective no later than July 13,
2009, you will become the full-time President and Chief Executive
Officer of Boston Scientific. As part of this offer, we
are recommending your nomination (subject to Board approval) as a
member of Boston Scientific’s Board of Directors and
Executive Committee. We look forward to a productive and successful
working relationship and to your formal acceptance of this offer of
employment.
This letter, the enclosed Employee Agreement
(attached as Appendix 1) and our Code of Conduct summarize our
understanding of the terms of your employment and provide you the
means to accept our offer as described.
Through annual and long-term programs, Boston
Scientific's compensation programs provide our employees with
significant compensation opportunities on a pay for performance
basis. The objective of these programs is to recognize
and reward both individual and company performance.
Sign-on
Bonus: Within
ten days following your becoming Chief Executive Officer, you will
be paid a sign-on bonus of $1.5 million.
Base Salary: While you serve as Senior Advisor,
you will be paid a base salary at the annualized rate of
$600,000. Base annualized gross salary for the position
of President and Chief Executive Officer will be $1.2 million,
currently payable in bi-weekly installments. Your
performance and compensation will generally be reviewed on an
annual basis. The Boston Scientific performance year
currently runs from January 1 through December 31 of each
year.
Performance Incentive
Plan: The
Performance Incentive Plan provides employees with the opportunity
for a variable financial incentive in recognition of individual and
company performance in a given year. You are eligible to
participate in the annual Performance Incentive Plan beginning this
year and you will be eligible to receive a prorated bonus amount
for 2009. Per the current plan, your annual target
incentive is 120% of base salary. Your actual award will
be based on your achievement of individual goals and the company's
achievement of corporate performance goals. With respect
to your bonus for 2009, 100% will be paid in the form of Deferred
Stock Units under Boston Scientific’s 2003 Long-Term
Incentive Plan (“DSUs”), valued at the closing price of
our common stock on the date on which your bonus is determined by
the Compensation Committee of the Boston Scientific Board of
Directors (the “Compensation
Committee”). These DSUs will be fully vested upon
issuance and payable on the fourth anniversary of
issuance. With respect to your bonus for each subsequent
year, you will be given the opportunity to elect, no later than May
31 of the year for which the bonus is paid (but in no event after
the time in which the bonus has become “readily
ascertainable” within the meaning of Section 409A of the
Internal Revenue Code of 1986) the portion of the bonus that will
be paid in cash and the portion that will be paid in
DSUs. Under the current plan, you must be an active
employee on December 31 of the then current year to be eligible for
payment. A copy of the 2009 Performance Incentive Plan has already
been provided to you.
Equity: As part of this offer of employment,
the Compensation Committee has determined that you be granted on
the Commencement Date, (a) one million shares of restricted DSUs
(“Restricted DSUs”), and (b) non-qualified options to
purchase 3.4 million shares of Boston Scientific common stock (1.4
million shares from the 2000 Long-Term Incentive Plan and two
million shares from the 2003 Long-Term Incentive
Plan). In addition, you will be granted a non-qualified
option to acquire 600,000 shares of Boston Scientific common
stock in 2010 on the date that long-term incentive awards are made
to senior executives of Boston Scientific
generally. Further, 1.250 million DSUs (the
“Performance Shares”) will be granted to you on the
Commencement Date, which Performance Shares will be
earned
and settled in
shares of our common stock in 250,000 increments on each of the
dates (occurring prior to December 31, 2012) on which
, while you remain employed by Boston Scientific, Boston
Scientific common 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 Shares 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 Shares 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 Boston
Scientific common 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 Shares will be earned and settled as of
such date.) Any Performance Shares that have not been
earned by December 31, 2012 shall be forfeited. Our Long Term
Incentive Plans are designed to share the rewards of the business
with individuals who most significantly contribute to the
achievement of the company’s strategic and operating
goals. Except for the awards specifically provided for
herein, no additional grants of equity-based awards are
expected to be made to you prior to the third anniversary of the
Commencement Date.
Restricted
DSUs . Each
tranche of Restricted DSUs will be payable (through delivery of
unrestricted shares of Boston Scientific common stock) on the
December 31 of the year in which such Restricted DSUs
vest. One-third of the Restricted DSUs will vest on the
first anniversary of the Commencement Date, and thereafter on each
monthly anniversary of such date 1/36 th of
the Restricted DSUs will vest until the Restricted DSUs are fully
vested on the third anniversary of grant, in each case contingent
on your continued employment through such date. If you
are involuntarily terminated (except for Cause), all the Restricted
DSUs will vest in full. In all other respects the
Restricted DSUs will be subject to the terms of the applicable
Long-Term Incentive Plan and Restricted DSU Award Agreement, a form
of which has be
