Severance Plan for Exempt Employees – Boston Scientific Corporation
Boston Scientific Corporation
U.S. Severance Plan For Exempt Employees
Effective January 1, 2012
TABLE OF CONTENTS
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A. |
Introduction 1 |
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B. |
Eligibility and Participation in the Plan 1 |
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C. |
Source of Severance Benefits 1 |
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D. |
Severance Benefits 2 |
1. Conditions for Receiving Severance Benefits 2
2. Layoff 2
3. Release Agreement 3
4. Severance Benefits 4
5. Payment of Severance Benefits 6
6. Death 7
7. Reporting Obligations 8
8. Benefits Not Vested; Limitation of Rights 8
9. Expatriate Employees 8
10. Coordination With Other Plans and Arrangements 8
11. No Assignment of Benefits 9
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E. |
Layoff Notification 9 |
1. WARN Notice 9
2. Notice in Other Circumstances; Pay in Lieu of Notice 9
3. Employee Rights and Obligations During Notice Period 9
4. Effect of Layoff on Annual Performance Incentive Plan Payment 9
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F. |
Plan Administration 10 |
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G. |
Claim and Appeal Procedures 10 |
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H. |
Amendment and Termination of the Plan 11 |
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I. |
Section 409A 11 |
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J. |
Governing Law 12 |
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K. |
Glossary 12 |
Boston Scientific Corporation
U.S. Severance Plan For Exempt Employees
Effective January 1, 2012
A. Introduction
Boston Scientific Corporation has established the Boston Scientific
Corporation U.S. Severance Plan For Exempt Employees (“Plan”), effective as of
January 1, 2012. The Plan applies to eligible Exempt Employees who are hired or
rehired by the Company on or after January 1, 2012. This document serves as both
the Plan’s official document and its summary plan description, and it reflects
the terms of the Plan as of the Effective Date. Effective as of January 1, 2014,
this Plan will also apply to eligible Exempt Employees hired or rehired prior to
the Effective Date who are not given Notice by December 31, 2013.
The purpose of the Plan is to provide severance benefits to eligible Exempt
Employees who lose their jobs with the Company involuntarily under the
circumstances specified in the Plan. The Plan is also designed to meet the
requirements of the federal law known as WARN for those Exempt Employees who are
entitled to notice under WARN.
The Glossary in Section K defines the capitalized terms used in this Plan (or
identifies for you where in this document to find a term’s meaning). When you
see a capitalized term, turn to the Glossary to find its meaning.
B. Eligibility and Participation in the
Plan
You are eligible to participate in the Plan if you are a Regular Exempt
Employee hired or most recently rehired by the Company on or after January 1,
2012. If you are eligible, you will automatically become a Plan participant on
the date you become a Regular Exempt Employee. If you are a Regular Exempt
Employee hired or most recently rehired before January 1, 2012, you will become
a Plan participant on January 1, 2014, if you are not given Notice by December
31, 2013.
Plan participation ends upon any of the following:
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When you no longer meet the eligibility requirements to participate in the |
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When all Severance Benefits to which you are entitled have been paid; |
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When your employment ends for any reason other than a Layoff; |
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When a Plan amendment makes you ineligible for Plan participation; or |
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When the Plan terminates. |
C. Source of Severance Benefits
The Company pays the entire cost of all Severance Benefits from its general
assets.
D. Severance Benefits
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1. |
Conditions for Receiving Severance Benefits |
The Plan provides Severance Benefits only in the event of a Layoff. If your
employment terminates due to a Layoff while you are a Plan participant, you will
be entitled to
receive Severance Benefits only if you satisfy all of the following
conditions:
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You are given Notice that your employment will be involuntarily terminated |
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You remain employed by the Company and actively at work until the date |
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You continue to honor all contractual obligations you may have to the |
In addition, to be entitled to receive Severance
Pay under the Plan, you must sign a Release Agreement
by the deadline specified in that document, and you must not validly revoke it
within the Revocation Period. (Also, Outplacement Assistance will be subject to
a specified dollar limitation if you do not timely sign, or if you timely
revoke, a Release Agreement.)
To receive Severance Benefits, you must continue to satisfy all applicable
conditions and eligibility requirements to the date you receive those benefits,
and you must comply with the reporting obligations described in Section D.7. If
you fail to satisfy an applicable condition or eligibility requirement before
all Severance Benefits have been provided to you, you will not be entitled to
any Severance Benefits that have not yet been paid or otherwise provided. For
example, if you receive Notice that your employment will terminate due to a
Layoff but you terminate your employment before the date determined by the
Company to be your last day of work, you will not be entitled to any Severance
Benefits that have not been provided to you as of the date you terminate your
employment.
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2. |
Layoff |
A Layoff is a termination by the Company of your employment with the Company
that is either:
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Due to an anticipated facility relocation or closing or a reduction in |
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The result of an anticipated Transaction or Reorganization, and you are not |
For purposes of the Plan, if you are not a Field Employee, a new position
will be considered a Similar Position if it results in no more than a 10%
reduction in Base Salary and is located within 35 miles of your place of work as
of the date you are offered the new position. If you are a Field Employee, a new
position will be considered a Similar Position if it results in no more than a
10% reduction in Total Target Cash Compensation and is located within 35 miles
of your place of work as of the date you are offered the new position.
Regardless of whether you receive Notice, your termination of employment will
not be considered a Layoff, and you will
not receive Severance Benefits, if your employment
terminates for any reason other than a Layoff. For example, you will
not be considered to have a Layoff, and, therefore, you
will not receive Severance Benefits, if your employment
terminates for any of the following reasons:
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Voluntary Resignation; |
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Job abandonment; |
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Failure to timely return from an Authorized Leave of Absence; |
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Performance-related problems; |
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Misconduct or other “cause,” as determined by the Company in its sole |
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You do not accept an offer of employment in a Similar Position from the |
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The Company, or an acquiring or resulting entity following a Transaction or |
In addition, you will not be considered to have a Layoff if
you accept an offer of employment in any position with the Company or any
Affiliate or, in the event of a Transaction or Reorganization, with the
acquiring or resulting entity.
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3. |
Release Agreement |
Your receipt of Severance Pay (and certain Outplacement Assistance) under the
Plan is conditioned on your execution of a Release Agreement. The Release
Agreement will be a written document, in a form determined by the Company, that
creates a binding agreement by you to release any claims that you have or may
have against the Company (and certain related entities and individuals) that
arise on or before the date you sign the Release Agreement, including without
limitation, any claims under the ADEA.
If you are covered by the ADEA (or a similar state law), you will generally
have a period of either 21 days or 45 days, as specified in the Release
Agreement, to consider the Release Agreement before signing it, and you will be
advised to consult an attorney before signing the Release Agreement. If you are
covered by the ADEA (or a similar state law), you will also have the right to
revoke the Release Agreement within the Revocation Period.
Although you may be given a copy of the Release Agreement before your
Termination Date, you cannot sign it earlier than your Termination Date. The
Plan Administrator reserves the right not to accept any Release Agreement signed
before your Termination Date. If you do not sign the Release Agreement
by the deadline set by the Plan Administrator, or, if applicable, you revoke the
Release Agreement within the Revocation Period, you will not receive Severance
Pay under the Plan. Except as expressly provided in Section D.4(b),
your receipt of Other Severance Benefits will not be conditioned on your
execution of the Release Agreement (so you may begin receiving those benefits
before you have signed the Release Agreement and before the Revocation Period
has expired).
If for any reason you are provided Severance Pay and you either did not sign
a Release Agreement or you timely revoked the Release Agreement, then you are
required to reimburse the Company for the Severance Pay you received.
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4. |
Severance Benefits |
If you satisfy all of the applicable conditions and eligibility requirements,
you will become entitled to Severance Benefits, which consist of Severance Pay,
Outplacement Assistance, and, if applicable, Subsidized COBRA Coverage.
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(a) |
Severance Pay. Severance Pay will be calculated, as shown in the table |
Severance Pay will be equal to a number of weeks of Pay, up to a
maximum of 52 weeks, based on your position classification and Years of
Service, subject to the applicable minimum for your position classification, as
shown in the following table:
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Position classification |
Weeks of Pay per Year of Service |
Minimum number of weeks of Pay |
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Exempt positions below director level |
2 weeks per Year of Service |
8 weeks |
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Exempt positions director level and above |
2 weeks per Year of Service |
26 weeks |
Maximum of 52 weeks for all classifications.
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(b) |
Outplacement Assistance. Severance Benefits include Outplacement |
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(c) |
Subsidized COBRA Coverage. Under the terms of the Company’s benefit |
timely elect COBRA continuation coverage under any of those plans, then, as
part of your Severance Benefits, the Company will subsidize the cost of the
elected COBRA coverage for the number of months indicated on the chart below,
up to a maximum of 12 months of Subsidized COBRA Coverage. For
the applicable number of months indicated on the chart, you will be required to
pay only the monthly contribution amount that then applies to active employees
under the plan(s) and coverage option(s) applicable to you (and/or your
dependent(s)). The Company will be responsible for the remaining cost of the
COBRA coverage during that period. If your COBRA coverage ends before the total
number months of Subsidized COBRA Coverage available to you, then your
Subsidized COBRA Coverage will end when your COBRA coverage ends. If you wish to
continue COBRA coverage longer than the total number of months of Subsidized
COBRA Coverage available to you, then you will be required to pay the full
monthly cost for COBRA coverage in months after the subsidy ends.
Please note that your eligibility for Subsidized COBRA Coverage depends
on your initial and continued eligibility for, and your timely election of,
COBRA continuation coverage under one or more of the Company’s health plans.
You will not be entitled to a cash payment or any other benefit in
lieu of Subsidized COBRA Coverage under any circumstances.
The number of months of Subsidized COBRA available to you is determined,
according to the chart below, by your position classification (determined in the
same manner as for calculating Severance Pay) and your Years of Service:
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Position classification |
Months of Subsidized COBRA Coverage per Year of Service |
Minimum number of months of Subsidized COBRA coverage |
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Exempt positions below director level |
1 month per Year of Service |
2 months |
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Exempt positions director level and above |
1 month per Year of Service |
6 months |
Maximum of 12 months for all classifications
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5. |
Payment of Severance Benefits |
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(a) |
Time and Form of Payment for Severance Pay. Your Severance Pay will be |
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(b) |
Reemployment by the Company. If you are Reemployed by the Company |
or an Affiliate within 6 months after your Termination Date, then as a
condition of that Reemployment, you will be required to repay to the Company a
portion of your Severance Pay. The portion you will be required to repay will be
a fraction of the total amount of Severance Pay you received. The denominator of
the fraction will be 6, and the numerator will be 6 minus the number of months
between your Termination Date and your Reemployment Date. For purposes of
determining the number of months, a period of 15 days or more will be treated as
a month, and a period of less than 15 days will be disregarded. For example, if
your Termination date is June 15 and you become Reemployed by the Company
effective September 21 (3 months and 6 days after your Termination Date), you
will be required to repay 3/6 of the total amount of Severance Pay you received.
(The 6-day period after the third whole month is less than 15 days and is,
therefore, disregarded). If instead you become Reemployed on September 30 (3
months and 15 days after your Termination Date), you will be required to repay
2/6 of the total amount of Severance Pay you received. (The 15-day period after
the third whole month counts as a month, so you would be considered Reemployed 4
months after your Termination Date.)
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(c) |
Deductions From Severance Pay. Applicable federal, state, and local |
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Any amount you owe the Company or an Affiliate (for example, amounts owed for |
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For U.S. expatriates, an amount equal to any payments of severance required |
In addition, Severance Pay will be reduced for benefits payable under certain
other plans and arrangements as provided in Section D.10.
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(d) |
Correction of Errors. The Plan Administrator reserves the right to |
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(e) |
How Other Benefits Are Affected. Severance Benefits are not considered |
compensation for purposes of any qualified or nonqualified deferred
compensation or retirement plan (which means, for example, that 401(k) plan
deferrals cannot be taken from Severance Pay).
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(f) |
Limitation on Severance Pay. Notwithstanding anything to the contrary |
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6. |
Death |
Your eligibility for Severance Benefits ends upon your death, unless your
death occurs after your Termination Date and your execution of the Release
Agreement but before your Severance Pay has been paid to you. In that case, your
Severance Pay will be paid in a lump sum to the personal representative of your
estate within 30 days after the Plan Administrator’s receipt of written proof,
satisfactory to the Plan Administrator, of the appointment of the personal
representative (or, in the case of a small estate exempt from probate, receipt
of a small estate affidavit, in a form satisfactory to the Plan Administrator).
No Other Severance Benefits will be payable after your death.
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7. |
Reporting Obligations |
Employees who receive Severance Benefits are expected to report benefit
coverage (for example, from new employment) or other events that may affect
eligibility for Severance Benefits. The Plan Administrator may condition your
continued eligibility for Severance Benefits on your compliance with this
reporting obligation, including your full and prompt response to requests for
information.
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8. |
Benefits Not Vested; Limitation of Rights |
The Plan does not give any Employee a nonforfeitable or vested right to
Severance Benefits. The Plan Administrator may discontinue benefits otherwise
payable to you if you do not abide by the conditions specified in the Plan or
the Release Agreement. Neither the establishment of the Plan, nor any amendment
of it, will be construed as giving any Employee or other person any legal or
equitable right against the Company, and this Plan does not modify or in any way
affect the terms of employment or service of any Employee. Nothing contained in
the Plan, nor any action taken under it, will be construed as a contract of
employment or as giving any Employee any right to continued employment with the
Company.
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9. |
Expatriate Employees |
This Plan applies to Exempt Employees on expatriate assignments. If, while
you are on an expatriate assignment, the Company notifies you in writing that,
following your expatriate assignment, you will not be offered a job with the
Company or an Affiliate in the United States that results in no more than a 10%
reduction in pay, that notification will be treated as Notice for purposes of
this Plan, unless the reason for the Company’s decision not to offer you a job
in the United States is a reason that would disqualify you from eligibility for
Severance Benefits under this Plan.
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10. |
Coordination With Other Plans and Arrangements |
If you have a change in control agreement, employment agreement, or any
similar arrangement with the Company or an Affiliate, any Severance Benefits
payable to you under this Plan will be reduced by the amount of payments or
benefits that you are or will be entitled to receive
under that agreement or arrangement in connection with the termination of
your employment, regardless of whether that other agreement or arrangement
expressly refers to this Plan. Similarly, any Severance Pay payable to you under
this Plan will be reduced by the amount of any payments that you are or will
become entitled to receive under any Company or Affiliate plan designed as full
or partial income replacement, including, but not limited to, payments under the
Boston Scientific Corporation Executive Retirement Plan or under any of the
Company’s or Affiliates’ short-term disability, long-term disability, or
workers’ compensation plans or coverages. Also, you will not be entitled to
Other Severance Benefits in connection with a Layoff if you are also entitled to
benefits under the Boston Scientific Corporation Executive Retirement Plan. In
addition, any Severance Benefits payable to you under this Plan will be reduced
by any and all other benefits or payments prescribed under any applicable law or
regulation requiring severance benefits or payments. Any reduction under this
Section D.10. will be effective on the day after your Termination Date.
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11. |
No Assignment of Benefits |
You may not, in any manner, sell, pledge, transfer, assign, encumber, or
otherwise dispose of any of your Severance Benefits before they are paid to you.
Any attempt to do so will be void.
E. Layoff Notification
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1. |
WARN Notice |
When a Layoff results in a facility closing or relocation, or a significant
reduction in staffing levels over a 30-day period of time through involuntary
termination, and the Layoff requires advance notice under WARN, affected Exempt
Employees will receive at least 60 days’ Notice. The Company will determine
whether a Layoff requires advance notice under WARN and, if so, the appropriate
notification period.
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2. |
Notice in Other Circumstances; Pay in Lieu of Notice |
If the Company determines that a Layoff will not require advance notice under
WARN, the Company will generally provide affected Exempt Employees with at least
30 days’ advance Notice. If for any reason the Company does not provide you with
at least 30 days’ Notice, your Severance Pay will be increased by the Pay that
otherwise would have been due to you for the period from your Termination Date
to the end of the 30-day period that begins on the date Notice is given.
Notwithstanding the preceding sentence, the Company will not be obligated to
provide 30 days’ advance Notice or additional Severance Pay in the event of a
Layoff due to a Transaction.
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3. |
Employee Rights and Obligations During Notice Period |
At the time the Company provides you Notice, or at any later time, the
Company may notify you that you are no longer required to report for active
work. In that event, the Company reserves the right to change that determination
and require you to report to active work during the Notice period. Even if you
are not required to report to active work during your Notice period, the Company
will continue to pay you your Base Salary, and will continue your benefits to
the extent permitted by, and in accordance with, the applicable governing plan
documents, until the end of the Notice period. As a condition of continued
employment and continued eligibility for Severance Benefits, you may not be
employed by another employer during the Notice period, except to the extent that
the Company approved the other employment in writing before giving you Notice.
Base salary continued during the Notice period (maximum of 60 days from the date
of the Notice) will be paid in accordance with the Company’s then current
payroll cycle.
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4. |
Effect of Layoff on Annual Performance Incentive Plan |
Generally, Employees are not entitled to a bonus payment under the Company153s
Annual PIP for a calendar year if they terminate employment with the Company
and Affiliates before the payment date for that bonus (which occurs by March
15th of the following year). If you terminate employment due to a
Layoff during a calendar year, you are not entitled to any bonus under
the Annual PIP for that calendar year, except that if your Termination
Date occurs on or after October 1 of a calendar year and you were employed in a
PIP Eligible Position for at least 9 months in the calendar year, you will be
entitled to a prorated bonus for that calendar year. The prorated bonus will be
calculated by multiplying the amount of the bonus you would have received for
the calendar year had you remained employed by the Company until the bonus
payment date (or, if less, the target bonus) times a fraction, the denominator
of which is the number of days in the calendar year, and the numerator of which
is the number of days in which you were an Employee in a PIP Eligible Position
during the calendar year. The prorated bonus will be paid to you on the same day
that bonuses for the calendar year are paid under the Annual PIP to active
Employees.
F. Plan Administration
The Plan Administrator administers the Plan and is a named fiduciary of the
Plan under ERISA. The Plan Administrator has the discretionary authority to
construe and interpret all Plan provisions and to decide all issues arising
under the Plan, including issues of eligibility, coverage, and benefits. Any
determination by the Plan Administrator will be final and binding, in the
absence of clear and convincing evidence that the Plan Administrator acted
arbitrarily and capriciously. The Plan Administrator’s failure to enforce any
provision of this Plan does not affect its right later to enforce that provision
or any other Plan provision. In addition, the Plan Administrator has the
authority, at its discretion, to delegate its responsibilities under the Plan to
others.
G. Claim and Appeal Procedures
If you (or your beneficiary) believe that you are entitled to a benefit that
has not been provided or to a greater or different benefit than has been
provided, or if you disagree with any other action taken by the Plan
Administrator, you (or your beneficiary) may file a claim by writing to the Plan
Administrator. The Plan Administrator will notify you of its decision on your
claim within 90 days after you file it. If special circumstances require
extension of the 90-day period, the Plan Administrator may extend the period for
up to an additional 90 days by notifying you, in writing, of the extension, the
reason for it, and the date by which the Plan Administrator expects to render a
decision. If your claim is denied, in whole or in part, the Plan Administrator
will notify you in writing, and the notice will include the following:
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the specific reason(s) for denying the claim, |
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specific reference to the Plan provision(s) on which the denial is based, |
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a description of any additional material or information that you may need to |
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an explanation of your right to appeal the claim denial under the Plan’s |
If your claim is denied, in whole or in part, you may appeal to the Plan
Administrator for a review of the denial. For these purposes, you may consider
your claim to have been denied if the Plan Administrator does not respond to
your claim within 90 days after receiving it. The following rules apply to your
right of appeal:
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You or your duly authorized representative must file a written request for |
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Your written request must be signed by you or your authorized representative. |
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Upon reasonable request and free of charge, you may review, or obtain copies |
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You may also submit issues, arguments, and other comments in writing to the |
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You may have representation throughout the appeal procedure. |
In its review of your claim, the Plan Administrator will take into account
all comments, documents, records and other information you submit, regardless of
whether the information was submitted or considered in the initial claim
decision. The Plan Administrator will give you its decision, in writing, within
60 days after it receives your written request for review. If special
circumstances require extension of the 60-day period, the Plan Administrator may
extend the period for an additional 60 days by notifying you, in writing, of the
extension, the reason for it, and the date by which you can expect a decision.
If the Plan Administrator again denies your claim, in whole or in part, it
will notify you, in writing, and the notice will include the following:
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the specific reason(s) for the denial, |
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specific references to the Plan provision(s) on which the denial is based, |
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a description of your right to receive, upon request and free of charge, |
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an explanation of your right to bring a civil court action under Section |
H. Amendment and Termination of the
Plan
Boston Scientific Corporation, as Plan sponsor, reserves the right to
terminate or amend the Plan, in whole or in part, at any time in its sole
discretion, by action of its duly authorized officer.
I. Section 409A
Code section 409A is a federal tax law governing deferred compensation. To
the fullest extent possible, Severance Benefits payable under the Plan are
intended to be exempt from Code section 409A’s definition of “deferred
compensation” under one or more exemptions available under the final Treasury
regulations interpreting Code section 409A. To the extent that any such amount
or benefit becomes subject to Code section 409A, the Plan is intended to comply
with the applicable requirements of Code section 409A with respect to those
amounts or benefits, so as to avoid the imposition of taxes and penalties. The
Plan will be interpreted and administered, to the extent possible, consistent
with this statement of intent.
Under Code section 409A, special payment standards apply to Specified
Employees of publicly traded companies. Notwithstanding anything to the contrary
in this Plan, in the event that any portion of the Severance Benefits due to an
Employee constitutes deferred compensation subject to Code section 409A, and the
Employee is a Specified Employee as of his or her Termination Date, then payment
of that portion of the Severance Benefits will be delayed until the first
business day following the date that is six (6) calendar months after the
Employee’s Termination Date (or, if earlier, the date of the Employee’s death
following his or her termination of employment).
J. Governing Law
The Plan will be governed by, and construed in accordance with, the laws of
the
Commonwealth of Massachusetts, to the extent not preempted by ERISA or other
federal law.
K. Glossary
When used in this document, the following words and terms have the following
meanings, unless the context clearly indicates a different meaning.
ADEA means the federal Age Discrimination in Employment Act, as
amended.
Affiliate means any corporation, trust, partnership, or any other
entity that is considered to be a single employer with the Company under Code
sections 414(b), (c), (m), or (o), such as a wholly-owned (or at least
80%-owned) subsidiary of Boston Scientific Corporation.
Annual PIP means, for any calendar year, the applicable Boston
Scientific Corporation Annual Performance Incentive Plan.
Authorized Leave of Absence means a leave of absence granted by the
Company in accordance with its established personnel policies.
Base Salary means your regular established rate of pay, not including
overtime, shift differential, bonuses (such as the Annual PIP award),
incentives, commissions, or any element of compensation other than base salary
or base wages. Your weekly Base Salary is your annual Base Salary divided by 52.
Board means the board of directors of Boston Scientific Corporation.
COBRA means the continuation coverage requirements of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended.
Code means the Internal Revenue Code of 1986, as amended, and its
interpretive regulations.
Company means Boston Scientific Corporation and those of its domestic
participating Affiliated identified on the attached Schedule A, as it may be
amended and updated from time to time.
Effective Date means January 1, 2012.
Employee means an individual who is employed by the Company on its
United States payroll (not including any payroll in Puerto Rico) and is
classified by the Company as a common law employee who receives regular and
stated compensation (other than a retainer or a pension) initially reported on a
federal wage and tax statement (Form W-2). An Employee does
not include any worker who is classified by the Company
as an independent contractor or leased worker (employed and paid by an
unaffiliated third-party agency), even if the worker is later deemed by a court,
arbitrator, or governmental agency to be a common law employee of the Company or
an Affiliate.
ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and its interpretive rules and regulations.
Exempt Employee means an Employee who performs a job that the Company
has determined to be exempt from the minimum wage and overtime requirements of
the Fair Labor Standards Act of 1938, as amended (FLSA).
Field Employee means an Employee who participates in a field incentive
commission plan, typically in lieu of the Annual PIP (e.g., receives territory,
regional, area, or national commissions).
Human Resources Department means the human resources department of
Boston Scientific Corporation.
Layoff is defined in Section D.2.
Notice is a written notification that your employment with the Company
will be involuntarily terminated due to a Layoff. Except as provided in Section
D.9 (regarding expatriate Employees), a notification of termination of
employment is not Notice unless it is in writing and specifies (1) a projected
Termination Date, or (2) a time period within which your Termination Date is
anticipated to occur.
Other Severance Benefits means Outplacement Assistance and Subsidized
COBRA Coverage.
Outplacement Assistance is defined and described in paragraph (b) of
Section D.4.
Pay means, if you are not a Field Employee, your weekly Base Salary at
the rate in effect on your Termination Date. If you are a Field Employee, Pay
means the sum of (1) your weekly Base Salary at the rate in effect on your
Termination Date, plus (2) your weekly commissions. For this purpose, your
weekly commissions will be determined by multiplying 12 times the average
monthly commissions actually paid to you during the 12 months (or, if less, your
most recent period of employment as a Field Employee) immediately preceding the
date of your Notice, and then dividing that product by 52.
PIP Eligible Position means a position eligible for participation in
the Annual PIP.
Plan means the Boston Scientific Corporation U.S. Severance Plan For
Exempt Employees, effective as of January 1, 2012, as set forth in this document
and as amended from time to time.
Plan Administrator means Boston Scientific Corporation or the person
or committee appointed by the Board or its designee to supervise the
administration of the Plan.
Reemployment or Reemployed means that, after your Termination Date,
you are rehired by the Company or an Affiliate as a Regular Employee or as a
defined-term employee or you are otherwise engaged by the Company or an
Affiliate as an independent contractor or an assigned worker.
Regular Employee means an Employee who is classified by the Company as
a regular full-time or regular part-time Employee and who is
not any of the following:
|
classified by the Company as an intern, summer student, co-op employee, or |
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classified by the Company as a consultant, temporary or defined-term employee |
If you would be a Regular Employee but for your being on an Authorized Leave
of Absence, then for purposes of the Plan you will continue to be a Regular
Employee during your Authorized Leave of Absence.
Regular Exempt Employee means a Regular Employee who is an Exempt
Employee.
Release Agreement is defined in Section D.3. Your Release Agreement is
part of,
and subject to the terms and conditions of, the Plan.
Reorganization means any form of corporate reorganization.
Revocation Period means the period of time, if any, during which you
may revoke the Release Agreement. If you are covered by the ADEA (or a similar
state law), the Revocation Period will be specified in the Release Agreement and
will be 7 days (or such longer period as may be required by applicable state
law) from the date you sign the Release Agreement. You do not have a Revocation
Period if you are not covered by the ADEA (for example, because you are under
age 40) or a similar state law that provides you a revocation right.
Severance Benefits are defined and described in Section D.4.
Severance Pay is defined and described in paragraph (a) of Section
D.4.
Similar Position is defined in Section D.2.
Specified Employee has the meaning given in Code Section
409A(a)(2)(b)(i). (It basically means as one of the 50 highest paid officers of
the Company.) The determination of which individuals are Specified Employees
will be made in accordance with the rules and practices, consistent with Code
Section 409A, established from time to time by the Board, or its designee, in
its discretion.
Subsidized COBRA Coverage is defined and described in paragraph (c) of
Section D.4.
Target Total Cash Compensation means, with respect to a Field
Employee, Base Salary and target field commission plan.
Termination Date means the date the employer-employee relationship
ends between you and the Company and all Affiliates.
Transaction means a sale or merger of all or a significant part of the
Company’s business or assets or an acquisition of the Company.
WARN means the federal Worker Adjustment and Retraining Notification
Act, as amended.
Year of Service means each complete 12145consecutive145month period,
beginning on the date you were most recently hired by the Company, during which
you were continuously a Regular Employee of the Company or an Affiliate. In
addition, for a partial year of service after the first full year, you will be
credited with either (1) a Year of Service, if you have completed 6 or more full
months of service between your most recent service anniversary and your
Termination Date, or (2) 50% of a Year of Service if you have completed fewer
than 6 full months of service between your most recent service anniversary and
your Termination Date. If you most recently became an Employee through the
Company153s acquisition of another entity, your Years of Service will be
calculated from your date of hire by the acquired entity (as reflected in the
acquired entity153s records).
The Boston Scientific Corporation U.S. Severance Plan For Exempt Employees,
effective as of January 1, 2012, is executed by the authorized representative of
the Company on this __________ day of _______________, 2011.
BOSTON SCIENTIFIC CORPORATION
By:
Otha T. Spriggs III
Senior Vice President, Human Resources
SCHEDULE A
Boston Scientific Corporation Domestic Participating
Entities
Effective as of January 1, 2012
|
Name of Company |
Domestic Jurisdiction |
|
Asthmatx, Inc. |
Delaware |
|
Atritech, Inc. |
Delaware |
|
Boston Scientific Foundation, Inc. |
Massachusetts |
|
Boston Scientific Funding LLC |
Delaware |
|
Boston Scientific Miami Corporation |
Florida |
|
Boston Scientific Neuromodulation Corporation |
Delaware |
|
Boston Scientific Scimed, Inc. |
Minnesota |
|
Boston Scientific Wayne Corporation |
New Jersey |
|
CAM Acquisition Corp. |
Delaware |
|
Cardiac Pacemakers, Inc. |
Minnesota |
|
Corvita Corporation |
Florida |
|
CryoCor, Inc. |
Delaware |
|
DCI Merger Corp. |
Delaware |
|
EndoVascular Technologies, Inc. |
Delaware |
|
ENTERIC MEDICAL TECHNOLOGIES, INC. |
Delaware |
|
EP Technologies, Inc. |
Delaware |
|
GCI Acquisition Corp. |
Delaware |
|
Guidant Delaware Holding Corporation |
Delaware |
|
Guidant Holdings, Inc. |
Indiana |
|
Guidant Intercontinental Corporation |
Indiana |
|
Guidant LLC |
Indiana |
|
Guidant Sales LLC |
Indiana |
|
Intelect Medical, Inc. |
Delaware |
|
Precision Vascular Systems, Inc. |
Utah |
|
Remon Medical Technologies, Inc. |
Delaware |
|
Revascular Therapeutics, Inc. |
Delaware |
|
RMI Acquisition Corp. |
California |
|
Sadra Medical, Inc. |
Delaware |
|
Stream Enterprises LLC |
Delaware |
|
Target Therapeutics, Inc. |
Delaware |
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