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2003 Long-term Incentive Plan

This is an actual contract by Boston Scientific.

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Sectors: Health Products and Services
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: February 28, 2006
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Exhibit 10.57



Form of
Boston Scientific Corporation
2003 Long-Term Incentive Plan
Deferred Stock Unit Award Agreement
February 28, 2006

BOSTON SCIENTIFIC CORPORATION



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1c BOSTON SCIENTIFIC CORPORATION
INTENT TO GRANT
DEFERRED STOCK UNIT AWARD AGREEMENT



This Agreement, dated as of the 28th day of February, 2006 (the "Grant Date"), is between Boston Scientific Corporation, a Delaware corporation (the "Company"), and James R. Tobin 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 vesting 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. Vesting Conditions upon Award of Units. Participant hereby acknowledges the intent of the Company to award Units subject to certain vesting and other conditions set forth herein. Participant further acknowledges that the Committee shall have sole discretion to adjust the vesting conditions, including the prescribed share prices set forth on the Signature Page to this Agreement, in the event of the closing of the proposed transaction with Guidant Corporation.

3. Satisfaction of Conditions. Except as otherwise provided in Section 5 hereof (relating to death of the Participant), Section 6 hereof (relating to Disability of the Participant), Section 7 (relating to termination of employment of Participant without Cause) and Section 9 hereof (relating to Change in Control of the Company), the Company intends to issue shares of Stock hereunder upon vesting of Units in accordance to the vesting conditions set forth on the Signature Page of this Agreement. The issuance of shares of Stock with respect to vested Units may be deferred to a later date as elected by Participant irrevocably in writing no later than six months prior to a Measurement Date. For purposes hereof, Measurement Date shall include the Participant's death, Disability, termination of the Participant's employment by the Company without Cause, December 31, 2008 and December 31, 2009. Any shares of Stock to be issued to Participant on account of termination of employment for reasons other than death or Disability shall be issued in the seventh month after the Participant's termination of employment. No shares of Stock shall 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, vesting of Units shall be determined in accordance with the chart set forth on the Signature Page of this Agreement but based on the highest share price that has been sustained for a period of at least 20 consecutive trading days during the six-month period preceding the Participant's death. Share price shall be based on the composite closing price on the New York Stock Exchange as reported in The Wall Street Journal . The Company shall issue to the beneficiary of the Participant as set forth under the provisions of the Company's program of life insurance for employees a number of shares of Stock equal to the aggregate number of vested Units as soon as practicable. Any Units that remain subject to vesting conditions after application of the special vesting provision of this Section 7 shall be void and no shares shall be issued.



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6. Disability. In the event of the Participant's Disability and after the Participant has received benefits under the Company's long-term disability program for at least three months, vesting of Units shall be determined in accordance with the chart set forth on the Signature Page of this Agreement but based on the highest share price that has been sustained for a period of at least 20 consecutive trading days during the six-month period preceding the Participant's Disability. Share price shall be based on the composite closing price on the New York Stock Exchange as reported in The Wall Street Journal . The Company shall issue to Participant a number of shares of Stock equal to the aggregate number of vested Units as soon as practicable. Any Units that remain subject to vesting conditions after application of the special vesting provision of this Section 7 shall be void and no shares shall be issued.

7. Termination of Employment by Company Without Cause. If the employment of the Participant with the Company and its affiliates or subsidiaries is terminated by the Company without Cause, vesting of Units shall be determined in accor
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