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EXHIBIT 10.2
Boston Scientific Corporation
2003 Long-Term Incentive Plan
Non-Qualified Stock Option Agreement
June 5, 2007
Samuel R. Leno
BOSTON SCIENTIFIC COPY
PLEASE RETURN IN THE ENVELOPE
PROVIDED
This
Agreement is entered into by and between Boston Scientific
Corporation (the “
Corporation") and the “Optionee" effective as of the 5th
day of June, 2007. This Agreement is made pursuant
to the Boston Scientific Corporation 2003 Long-Term Incentive
Plan (the “Plan"), which is administered by the
Committee.
Capitalized
terms not defined in this Agreement have the same meanings
specified in the Plan.
The
Corporation hereby grants to the Optionee a Non-Qualified
Stock Option (the “Option") to purchase that number of
shares of common stock of the Corporation set forth on the
signature page hereof (the “Option Shares") at the price
set forth on the signature page hereof (the “Exercise
Price").
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II.
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Term and Vesting of Option
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Except
as otherwise provided in Section IV, the Option shall have a
term of ten (10) years from June 5, 2007 until June 5, 2017
and shall vest in accordance with the vesting schedule set
forth on the signature page hereof.
While
this Option remains exercisable, the Optionee may exercise a
vested portion of the Option by delivering to the Corporation
or its designee in the form and at the location specified by
the Corporation, notice stating the Optionee ’
s intent to exercise a specified number of shares subject to
the Option and payment of the full Exercise Price for the
specified number of shares. The payment for the
full Exercise Price for the shares exercised must be made in
(i) cash, (ii) by certified check or bank draft payable in
U.S. dollars ($US) to the order of the Corporation, or (iii)
in whole or in part in Common Stock of the Corporation owned
by the Optionee, valued at Fair Market Value.
Shares
of Common Stock of the Corporation used for payment, in whole
or part, of the Exercise Price must have been owned by the
Optionee, free and clear of all liens or encumbrances for a
period of at least six (6) months prior to the exercise
date. In addition, the Committee may impose such
other or different requirements as it may deem necessary to
avoid charges to earnings of the Corporation.
The
exercise date for the Optionee’s exercise of all or a
specified portion of the Option pursuant to this Section III
will be deemed to be the date on which the Corporation
receives the irrevocable commitment from the Optionee to
exercise the Option Shares in the form of notice of exercise
specified by the Corporation, subject to Optionee’s
payment in full of the Option Shares to be
exercised. Notice of exercise of all portions of
the Option being exercised along with payment in full of the
Exercise Price for such portion must be received by the
Corporation or its designee on or
prior
to the last day of the Option term, as set forth in Section II
above, except as provided in Section IV below.
Upon
the Corporation’s determination that there has been a
valid exercise of the Option, the Corporation shall issue
certificates in accordance with the terms of this Agreement,
or cause the Corporation’s transfer agent to make the
necessary book entries, for the shares subject to the
exercised portion of the Option. However, the
Corporation shall not be liable to the Optionee, the
Optionee’s personal representative, or the
Optionee’s successor(s)-in-interest for damages relating
to any delays in issuing the certificates or in making book
entries, any loss of the certificates, or any mistakes or
errors in the issuance of the certificates or in making book
entries, or in the certificates themselves.
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IV.
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Termination of Employment
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Upon
the Optionee’s termination of employment for reasons of
Retirement, death or Disability, all remaining unexercised
portion(s) of the Option shall immediately vest and become
exercisable by the Optionee or the Optionee’s appointed
representative, as the case may be, until the expiration of
term of the Option. For purposes of this
Option, Retirement shall mean (i) Optionee’s termination
from employment at the Corporation for any reason (other than
for Cause (defined below)), provided Optionee has completed at
least three (3) years of service with the Corporation, or (ii)
Optionee’s involuntary termination from the Corporation
(other than for Cause (as defined below)). For
purposes of this Option, “Cause” shall
mean: (a) conduct constituting a material act of
misconduct in connection with the performance of
Optionee’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 Corporation if Optionee were retained in his
position with the Corporation. In addition,
“Disability” shall mean permanent and total
disability as determined under the Corporation’s
long-term disability program for employees then in effect,
provided that such disability also meets the requirements of
Section 409A(a)(2)(C).
Upon
the voluntary termination of the Optionee’s employment
prior to completing three (3) years of service with the
Corporation, the Optionee shall have the shorter of (i) twelve
(12) months from the date of termination or (ii) the remaining
term of the Option, to exercise all vested, unexercised
portion(s) of the Option. In such event, all
non-vested unexercised portions of the Option shall lapse;
provided that the Committee, in its sole discretion, may
extend the exercise period and/or accelerate vesting of
unvested portions of the Option provided that such exercise
period does not extend beyond the original term of the
Option.
At
the time the Optionee is informed of termination of the
Optionee’s employment for Cause, all unexercised
portions of the Option shall lapse and be
forfeited.
The
Option, to the extent unexercised on the date following the
end of any period described above or the Option term set forth
above in Section II, shall thereupon lapse and be
forfeited.
Any
permitted transferee (pursuant to Section VIII below) of the
Optionee shall receive the rights herein granted subject to
the terms and conditions of this Agreement. No
transfer of this Option shall be approved and effected by the
Corporation unless (i) the Corporation shall have been timely
furnished with written notice of such transfer and any copies
of such notice as the Committee may deem, in its sole
discretion, necessary to establish the validity of the
transfer; (ii) the transferee or transferees shall have agreed
in writing to be bound by the terms and conditions of this
Agreement; and (iii) such transfer complies with applicable
laws and regulations.
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V.
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No Rights to Continued Employment
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The
Option grant made under the Plan and this Agreement shall not
confer on the Optionee any right to continue serving as an
employee of the Corporation and this Agreement shall not be
construed in any way to limit the Corporation’s right to
terminate or change the terms of the Optionee’s
employment.
All
unvested portions of the Option shall vest in the event of a
Change in Control (as defined in the Plan), immediately prior
to the effective date of the Change in Control and in the case
of a Covered Transaction (as defined in the Plan), at least
ten (10) days prior to the effective date of a Covered
Transaction. This Option shall remain exercisable
until the expiration of the term of the Option, by conversion
into an option to acquire securities of equivalent kind and
value of the surviving entity as of the effective date of the
Covered Transaction.
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VII.
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Legend on Certificate
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The
certificates representing the shares received by the Optionee
pursuant to the exercise of the Option may be stamped or
otherwise imprinted with a legend in such form as the
Corporation or its counsel may require with respect to any
applicable restrictions on sale or transfer and the stock
transfer records of the Corporation may reflect stop-transfer
instructions with respect to such shares.
Except
as required by law, the Option granted under this Agreement is
not transferable and shall not be sold, transferred, assigned,
pledged, gifted, hypothecated or otherwise disposed of by the
Optionee other than by will or the laws of descent and
distribution or without payment of consideration to Family
Members of the Optionee or to trusts or other entities for the
benefit of
immediate
family members of the Optionee. During the
Optionee’s lifetime, the Option is exercisable only by
the Optionee, except as provided in Section IV
above.
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IX.
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Satisfaction of Tax Obligations
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The
Optionee agrees to make appropriate arrangements with the
Corporation for satisfaction of any applicable federal, state
or local income tax, withholding requirements or like
requirements, including the payment to the Corporation at the
time of exercise of the Option of all such taxes and
requirements.
Upon
the acquisition of any shares pursuant to the exercise of the
Option, Optionee will make or enter into such written
representations, warranties and agreements as the Corporation
may reasonably request in order to comply with applicable
securities laws, or with the Plan.
Any
legal notice necessary under this Agreement shall be addressed
to the Corporation in care of its Secretary at the principal
executive office of the Corporation and to the Optionee at the
address appearing in the personnel records of the Corporation
for such Optionee or to either party at such other address as
either p
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