EXHIBIT 10.24
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BOSTON SCIENTIFIC CORPORATION
2003 LONG-TERM INCENTIVE PLAN
DEFERRED STOCK UNIT AWARD AGREEMENT
FEBRUARY 12, 2008
EMPLOYEE'S NAME
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BOSTON SCIENTIFIC CORPORATION
INTENT TO GRANT
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DEFERRED STOCK UNIT AWARD AGREEMENT
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This Agreement, dated as of the 12th day of February, 2008 (the
"Grant
Date"), is between Boston Scientific Corporation, a Delaware
corporation (the
"Company"), and 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 and Acceptance of Award. The Company hereby indicates
its
intent to award to the Participant that number of Deferred Stock
Units set forth
on the Signature Page of this Agreement (the "Unit"), each Unit
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 intended to be
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. Participant
hereby
acknowledges the intent of the Company to award Units subject to
certain
eligibility and other conditions set forth herein.
3. Satisfaction of Conditions. 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) and Section 8 hereof
(relating to
Change in Control of the Company), the Company intends to award
shares of Stock
hereunder subject to the eligibility conditions described in
Section 7 hereof in
approximately equal annual installments on each of five
anniversaries of the
date first set forth above, beginning on the first anniversary of
the date of
grant. No shares of Stock shall otherwise be issued to Participant
prior to the
date on which the Units vest.
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 Company will issue
to the
Participant or beneficiary
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of the Participant as set forth under the provisions
of the Company's program of life insurance for employees, any
shares of Stock to
Participant to be awarded hereunder that remain subject to
eligibility
conditions.
6. Retirement or Disability. In the event of the Participant's
Retirement or Disability, the Company will issue to Participant any
shares of
Stock to be awarded hereunder that remain subject to eligibility
conditions.
7. 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 or
Disability, any Units that remain subject to eligibility conditions
shall be
void and no Stock shall be issued. Eligibility to be issued shares
of Stock is
conditioned on Participant's continuous employment with the Company
through and
on the applicable anniversary of the date as set forth in Section 3
above.
8. Change in Control
of the Company. In the event of a Change in
Control of the Company, the Company will issue to Participant any
shares of
Stock to be awarded hereunder that remain subject to eligibility
conditions.
9. Consideration for Stock. The shares of Stock are intended to
be
issued for no cash consideration.
10. 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.
11. 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 Units 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 11 to pay these obligations. The Participant
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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 Committee may prescribe) may satis
