FORM OF
BOSTON SCIENTIFIC CORPORATION
EXCESS BENEFIT PLAN
Table of Contents
Page
ARTICLE 1.
INTRODUCTION
1
1.1
Effect of Plan.
1
1.2
Purpose of Plan.
1
1.3
Status.
1
ARTICLE 2.
DEFINITIONS
1
2.1
" Account"
1
2.2
" Administrator"
1
2.3
" Affiliate"
1
2.4
" Beneficiary"
1
2.5
" Code"
1
2.6
" Company"
2
2.7
" Eligible Employee"
2
2.8
" ERISA"
2
2.9
" 401(k) Plan"
2
2.10
" Measuring Investment"
2
2.11
" Participant"
2
2.12
" Plan"
2
2.13
" Separation from Service"
2
2.14
" Special Discretionary Contribution"
3
2.15
" Special Discretionary Credit"
3
ARTICLE 3.
PARTICIPATION.
3
3.1
Participation.
3
3.2
Duration of participation.
3
ARTICLE 4.
ADJUSTMENTS TO A PARTICIPANT'S ACCOUNT
3
4.1
Special Discretionary Credit.
3
4.2
Adjustments for Measuring Investments.
3
4.3
Account statements.
3
ARTICLE 5.
VESTING
4
ARTICLE 6.
PAYMENT OF BENEFITS
4
6.1
No in-service benefit payments.
4
6.2
Separation from Service for reasons other than death.
4
6.3
Distribution after a Participant' s death.
4
6.4
Key employees.
4
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ARTICLE 7.
NATURE OF CLAIM FOR BENEFIT PAYMENTS
4
7.1
Obligation of the Company.
4
7.2
Property of the Company.
5
7.3
Establishment of grantor trust.
5
7.4
No claim for specific assets.
5
ARTICLE 8.
ADMINISTRATION
5
8.1
Powers of the Administrator.
5
8.2
Interpretations to be final.
5
8.3
Indemnification.
6
8.4
Right to suspend benefits and correct errors.
6
ARTICLE 9.
AMENDMENT OR TERMINATION OF PLAN.
6
ARTICLE 10.
MISCELLANEOUS.
6
10.1
No assignment or alienation.
6
10.2
Limitation of rights.
6
10.3
Receipt and release.
7
10.4
Payments to minors, etc.
7
10.5
Tax withholding.
7
10.6
Participants' periods of military service.
7
10.7
No employment rights.
7
10.8
Governing law.
7
10.9
Severability.
7
10.10
Headings and subheadings.
8
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ARTICLE 1.
INTRODUCTION
1.1 Effect of Plan . This document sets forth the provisions of the Boston Scientific Corporation Excess Benefit Plan, effective June 29, 2005.
1.2 Purpose of Plan . The purpose of this Plan is to provide benefits supplementing the Special Discretionary Contribution to the 401(k) Plan which are limited by reason of section 415(c)(1) of the Code.
1.3 Status . The Plan is intended to be an "excess benefit plan" within the meaning of section 3(36) of ERISA and a nonqualified deferred compensation plan within the meaning of section 409A of the Code, and shall be administered in a manner consistent with that intent.
ARTICLE 2.
DEFINITIONS
Wherever used herein, the following terms have the following meanings:
2.1 " Account" means the account established on its books by the Company for a Participant reflecting the Company' s obligation to pay the Participant the Special Discretionary Credit as provided under this Plan.
2.2 " Administrator" means the Company or such other person or committee as may be selected from time to time by the Company.
2.3 " Affiliate" means (a) the Company, (b) any corporation that is a member of a controlled group of corporations (as defined in Code section 414(b)) of which the Company is also a member, (c) any trade or business, whether or not incorporated, that is under common control (as defined in Code section 414(c)) with the Company, (d) any trade or business that is a member of an affiliated service group (as defined in Code section 414(m)) of which the Company is also a member, or (e) to the extent required by Regulations issued under Code section 414(o), any other organization; provided, that the term " Affiliate" shall not include any corporation or unincorporated trade or business prior to the date on which such corporation, trade or business satisfies the affiliation or control tests of, (b), (c), (d) or (e) above. In identifying any " Affiliate" for purposes of the Code section 415 limits, the definitions in Code sections 414(b) and (c) shall be modified as provided in Code section 415(h).
2.4 " Beneficiary" means the person entitled to receive benefits under this Plan upon the death of the Participant, and shall at any point in time be identical to the beneficiary entitled to receive benefits under the 401(k) Plan upon the death of the Participant.
2.5 " Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section of the Code includes a reference to regulations issued by the
Department of Treasury and notices and other releases issued by the Internal Revenue Service which interpret or implement such Code section.
2.6 " Company" means Boston Scientific Corporation.
2.7 " Eligible Employee" means any employee or former employee of the Company or any Affiliate who is eligible to share in the Special Discretionary Contribution to the 401(k) Plan pursuant to the terms of the 401(k) Plan, and whose share of the Special Discretionary Contribution to the 401(k) Plan is limited due to section 415(c)(1) of the Code.
2.8 " ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation which amends, supplements, or replaces such section or subsection, and also includes reference to any regulation issued pursuant to or with respect to such section or subsection.
2.9 " 401(k) Plan" means the Boston Scientific Corporation 401(k) Retirement Savings Plan, as amended from time to time, which is a profit-sharing pla ...
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