{"id":38394,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-long-term-incentive-plan-boston-scientific-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-long-term-incentive-plan-boston-scientific-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-long-term-incentive-plan-boston-scientific-corp.html","title":{"rendered":"2000 Long-Term Incentive Plan &#8211; Boston Scientific Corp."},"content":{"rendered":"<pre>\n                          BOSTON SCIENTIFIC CORPORATION\n                          2000 LONG-TERM INCENTIVE PLAN\n\n\n1.   ADMINISTRATION\n\n     Subject to the express provisions of the Plan, the Administrator has the\nauthority to interpret the Plan; determine eligibility for and grant Awards;\ndetermine, modify or waive the terms and conditions of any Award; prescribe\nforms, rules and procedures (which it may modify or waive); and otherwise do all\nthings necessary to implement the Plan. Once a written agreement evidencing an\nAward hereunder has been provided to a Participant, the Administrator may not,\nwithout the Participant's consent, alter the terms of the Award so as to affect\nadversely the Participant's rights under the Award, unless the Administrator\nexpressly reserved the right to do so in writing at the time of such delivery.\nIn the case of any Award intended to be eligible for the performance-based\ncompensation exception under Section 162(m), the Administrator shall exercise\nits discretion consistent with qualifying the Award for such exception.\n\n     Notwithstanding any provision herein to the contrary, the Administrator may\nmodify the terms of the Plan or may create one or more subplans, in each case on\nsuch terms as it deems necessary or appropriate, to provide for awards to\nnon-U.S. participants; provided, that no such action by the Administrator shall\nincrease the total number of shares issuable hereunder.\n\n2.   LIMITS ON AWARD UNDER THE PLAN\n\n     a. NUMBER OF SHARES. A maximum of 20,000,000 shares of Stock may be\ndelivered in satisfaction of Awards under the Plan. For purposes of the\npreceding sentence, shares that have been forfeited in accordance with the terms\nof the applicable Award and shares held back in satisfaction of the exercise\nprice or tax withholding requirements from shares that would otherwise have been\ndelivered pursuant to an Award shall not be considered to have been delivered\nunder the Plan. Also, the number of shares of Stock delivered under an Award\nshall be determined net of any previously acquired Shares tendered by the\nParticipant in payment of the exercise price or of withholding taxes.\n\n     b. TYPE OF SHARES. Stock delivered by the Company under the Plan may be\nauthorized but unissued Stock or previously issued Stock acquired by the Company\nand held in treasury. No fractional shares of Stock will be delivered under the\nPlan.\n\n     c. STOCK-BASED AWARD LIMITS. The maximum number of shares of Stock for\nwhich Stock Options may be granted to any person in any calendar year, the\nmaximum number of shares of Stock subject to SARs granted to any person in any\ncalendar year and the aggregate maximum number of shares of Stock subject to\nother Awards that may be delivered (or the value of which may be paid) to any\nperson in any calendar year shall each be 5,000,000. For purposes of the\npreceding sentence, the repricing of a Stock Option or SAR shall be treated as a\nnew grant to the extent required under Section 162(m). Subject to these\nlimitations, each person eligible to participate in the Plan shall be eligible\nin any year to receive Awards covering up to the full number of shares of Stock\nthen available for Awards under the Plan.\n\n     d. OTHER AWARD LIMITS. No more than $10,000,000 may be paid to any\nindividual with respect to any Cash or Other Performance Award (other than an\nAward expressed in terms of shares of Stock or units representing Stock, which\nshall instead be subject to the limit set forth in Section 2.c. above). In\napplying the dollar limitation of the preceding sentence: (A) multiple Cash or\nOther Performance Awards to the same individual that are determined by reference\nto performance periods of one year or less ending with or within the same fiscal\nyear of the Company shall be subject in the aggregate to one $10,000,000 limit,\nand (B) multiple Cash or Other Performance Awards to the same individual that\nare determined by reference to one or more multi-year performance periods ending\nin the same fiscal year of the Company shall be subject in the aggregate to\nseparate $10,000,000 limits.\n\n\n\n3.   ELIGIBILITY AND PARTICIPATION\n\n     The Administrator will select Participants from among those key Employees,\ndirectors and other individuals or entities providing services to the Company or\nits Affiliates who, in the opinion of the Administrator, are in a position to\nmake a significant contribution to the success of the Company and its\nAffiliates. Eligibility for ISOs is further limited to those individuals whose\nemployment status would qualify them for the tax treatment described in Sections\n421 and 422 of the Code.\n\n4.   RULES APPLICABLE TO AWARDS\n\n     a.   ALL AWARDS\n\n          (1) TERMS OF AWARDS. The Administrator shall determine the terms of\nall Awards subject to the limitations provided herein. \n\n          (2) PERFORMANCE CRITERIA. Where rights under an Award depend in whole\nor in part on satisfaction of Performance Criteria, actions by the Company that\nhave an effect, however material, on such Performance Criteria or on the\nlikelihood that they will be satisfied will not be deemed an amendment or\nalteration of the Award.\n\n          (3) ALTERNATIVE SETTLEMENT. The Company may at any time extinguish\nrights under an Award in exchange for payment (subject in each case to the\nlimitations of Section 2) in cash, Stock or other property on such terms as the\nAdministrator determines, provided the holder of the Award consents to such\nexchange.\n\n          (4) TRANSFERABILITY OF AWARDS. Awards may be transferred only as\nfollows: (i) ISOs may not be transferred other than by will or by the laws of\ndescent and distribution and during a Participant's lifetime may be exercised\nonly by the Participant (or in the event of the Participant's incapacity, by the\nperson or persons legally appointed to act on the Participant's behalf); (ii)\nStock Options other than ISOs may be transferred by will or by the laws of\ndescent and distribution and, except as otherwise determined by the\nAdministrator, may also be transferred during the Participant's lifetime,\nwithout payment of consideration, to one or more Family Members of the\nParticipant; (iii) Awards of Unrestricted Stock shall be subject only to such\ntransfer restrictions under the Plan as are specified by the Administrator; and\n(iv) Awards other than Stock Options and other than Unrestricted Stock may not\nbe transferred except as the Administrator otherwise determines. If an Award is\nclaimed or exercised by a person or persons other than the Participant, the\nCompany shall have no obligation to deliver Stock, cash or other property\npursuant to such Award or otherwise to recognize the transfer of the Award until\nthe Administrator is satisfied as to the authority of the person or persons\nclaiming or exercising such Award.\n\n          (5) VESTING, ETC. Without limiting the generality of Section 1, the\nAdministrator may determine the time or times at which an Award will vest (i.e.,\nbecome free of forfeiture restrictions) or become exercisable and the terms on\nwhich an Award requiring exercise will remain exercisable. Unless the\nAdministrator expressly provides otherwise, upon the cessation of the\nParticipant's employment or other service relationship with the Company and its\nAffiliates (i) all Awards (other than Stock Options, SARs and Restricted Stock)\nheld by the Participant or by a permitted transferee under Section 4.a.(4)\nimmediately prior to such cessation of employment or other service relationship\nwill be immediately forfeited if not then vested and, where exercisability is\nrelevant, will immediately cease to be exercisable, and (ii) Stock Options, SARs\nand Restricted Stock shall be treated as follows:\n\n               (A) immediately upon the cessation of a Participant's employment\n          or other service relationship with the Company and its Affiliates by\n          reason of the Participant's Disability, or with respect to a\n          Participant who is an employee or director of the Company or its\n          Affiliates, by reason of such Participant's Retirement, all Stock\n          Options, SARs and Restricted Stock Awards held by the Participant (or\n          by a permitted transferee under Section 4.a.(4)) immediately prior to\n          such Disability or, as applicable, Retirement, will become vested and,\n          where exercisability is \n\n\n\n\n                                                                    \n                                                                \n\n          relevant, will remain exercisable for the lesser of three years or the\n          period ending on the latest date on which such Stock Option or SAR\n          could have been exercised if the Participant's employment or other\n          service relationship with the Company and its Affiliates had continued\n          unchanged, whereupon such Stock Options and SARs shall terminate;\n\n               (B) all Stock Options, SARs and Restricted Stock Awards held by a\n          Participant (or by a permitted transferee under Section 4.a.(4))\n          immediately prior to the Participant's death will become vested and,\n          where exercisability is relevant, will remain exercisable for the\n          lesser of one year or the period ending on the latest date on which\n          such Stock Option or SAR could have been exercised had the Participant\n          not died, whereupon such Stock Options and SARs shall terminate;\n\n               (C) except as provided in (D) below, all Stock Options, SARs and\n          Restricted Stock Awards held by a Participant (or by a permitted\n          transferee under Section 4.a.(4)) immediately prior to the cessation\n          (other than by reason of death or Disability, or with respect to a\n          Participant who is an employee or director of the Company or its\n          Affiliates, Retirement) of the Participant's employment or other\n          service relationship with the Company and its Affiliates, to the\n          extent then not vested shall terminate, and to the extent then\n          exercisable, will remain exercisable for the lesser of three months or\n          the period ending on the latest date on which such Stock Option or SAR\n          could have been exercised if the Participant's employment or other\n          service relationship with the Company and its Affiliates had continued\n          unchanged, whereupon such Stock Options and SARs shall terminate;\n\n\n               (D) all Stock Options, SARs and Restricted Stock Awards held by\n          the Participant (or by a permitted transferee under Section 4.a.(4))\n          whose cessation of employment or other service relationship is\n          determined by the Administrator in its sole discretion to be for cause\n          or to result from reasons which cast such discredit on the Participant\n          as to justify immediate termination of the Award shall immediately\n          terminate upon such cessation. For this purpose, 'cause' means a\n          felony conviction of a Participant or the failure of a Participant to\n          contest prosecution for a felony, or a Participant's misconduct or\n          dishonesty which is harmful to the business or reputation of the\n          Company.\n\n\nUnless the Administrator expressly provides otherwise, a Participant's\n'employment or other service relationship with the Company and its Affiliates'\nwill be deemed to have ceased when the individual is no longer employed by or in\na service relationship with the Company or its Affiliates. Except as the\nAdministrator otherwise determines, with respect to a Participant who is an\nemployee or director of the Company or its Affiliates, such Participant's\n'employment or other service relationship with the Company and its Affiliates'\nwill not be deemed to have ceased during a military, sick or other bona fide\nleave of absence if such absence does not exceed 180 days or, if longer, so long\nas the Participant retains a right by statute or by contract to return to\nemployment or other service relationship with the Company and its Affiliates.\n\n     (6)  TAXES. The Administrator will make such provision for the withholding\nof taxes as it deems necessary. The Administrator may, but need not, hold back\nshares of Stock from an Award or permit a Participant to tender previously-owned\nshares of Stock in satisfaction of tax withholding requirements. In no event\nshall shares of Stock be tendered or held back by the Company in excess of the\namount required to be withheld for Federal, state, and other taxes.\n\n     (7)  DIVIDEND EQUIVALENTS, ETC. The Administrator may provide for the\npayment of amounts in lieu of cash dividends or other cash distributions with\nrespect to Stock subject to an Award if and in such manner as it deems\nappropriate.\n\n     (8)  RIGHTS LIMITED. Nothing in the Plan shall be construed as giving any\nperson the right to continued employment or service with the Company or its\nAffiliates, or any rights as a shareholder \n\n\n\n\nexcept as to shares of Stock actually issued under the Plan. The loss of\nexisting or potential profit in Awards will not constitute an element of damages\nin the event of termination of employment or service for any reason, even if the\ntermination is in violation of an obligation of the Company or Affiliate to the\nParticipant.\n\n          (9) SECTION 162(M). The Administrator in its discretion may grant\nPerformance Awards that are intended to qualify for the performance-based\ncompensation exception under Section 162(m) and Performance Awards that are not\nintended so to qualify. In the case of an Award intended to be eligible for the\nperformance-based compensation exception under Section 162(m), the Plan and such\nAward shall be construed to the maximum extent permitted by law in a manner\nconsistent with qualifying the Award for such exception. In the case of a\nPerformance Award intended to qualify as performance-based for the purposes of\nSection 162(m), the Administrator shall preestablish in writing one or more\nspecific Performance Criteria no later than 90 days after the commencement of\nthe period of service to which the performance relates (or at such earlier time\nas is required to qualify the Award as performance-based under Section 162(m)).\nPrior to payment of any Performance Award intended to qualify as\nperformance-based under Section 162(m), the Administrator shall certify whether\nthe Performance Criteria have been attained, and such determination shall be\nfinal and conclusive. The provisions of this Section 4.a.(9) shall be construed\nin a manner that is consistent with the regulations under Section 162(m), and\nshall be deemed to be automatically modified to take into account any subsequent\nstatutory changes, regulations, rulings or interpretations with respect thereto.\n\n     b.   AWARDS REQUIRING EXERCISE\n\n          (1) TIME AND MANNER OF EXERCISE. Unless the Administrator expressly\nprovides otherwise, (a) an Award requiring exercise by the holder will not be\ndeemed to have been exercised until the Administrator receives a written notice\nof exercise (in form acceptable to the Administrator) signed by the appropriate\nperson and accompanied by any payment required under the Award; and (b) if the\nAward is exercised by any person other than the Participant, the Administrator\nmay require satisfactory evidence that the person exercising the Award has the\nright to do so.\n\n          (2) EXERCISE PRICE. The Administrator shall determine the exercise\nprice of each Stock Option; provided, that each Stock Option must have an\nexercise price that is not less than the fair market value of the Stock subject\nto the Stock Option, determined as of the date of grant. An ISO granted to an\nEmployee described in Section 422(b)(6) of the Code must have an exercise price\nthat is not less than 110% of such fair market value. Where shares of Stock\nissued under an Award are part of an original issue of shares, the Award shall\nrequire an exercise price equal to at least the par value of such shares.\n\n          (3) PAYMENT OF EXERCISE PRICE, IF ANY. Where the exercise of an Award\nis to be accompanied by payment, the Administrator may determine the required or\npermitted forms of payment, subject to the following: all payments will be by\ncash or check acceptable to the Administrator, unless one of the following forms\nof payment is permitted by the Administrator in its discretion in any specific\ninstance (with the consent of the optionee of an ISO, unless such permitted form\nof payment is expressly provided for in the grant), (i) through the delivery of\nshares of Stock which have been outstanding for at least six months (unless the\nAdministrator approves a shorter period) and which have a fair market value\nequal to the exercise price, (ii) by delivery to the Company of a promissory\nnote of the person exercising the Award, payable on such terms as are specified\nby the Administrator, (iii) by delivery of an unconditional and irrevocable\nundertaking by a broker to deliver promptly to the Company sufficient funds to\npay the exercise price, or (iv) by any combination of the foregoing permissible\nforms of payment.\n\n          (4) GRANT OF STOCK OPTIONS. Each Stock Option awarded under the Plan\nshall be deemed to have been awarded as a non-ISO (and to have been so\ndesignated by its terms) unless the Administrator expressly provides that the\nStock Option is to be treated as an ISO. No ISO may be granted under the Plan\nafter February 28, 2010, but ISOs previously granted may extend beyond that\ndate.\n\n\n\n                                                                   \n                                                                   \n\n\n     c.   AWARDS NOT REQUIRING EXERCISE\n\n     Awards of Restricted Stock and Unrestricted Stock may be made in return for\neither (i) services determined by the Administrator to have a value not less\nthan the par value of the Awarded shares of Stock, or (ii) cash or other\nproperty having a value not less than the par value of the Awarded shares of\nStock plus such additional amounts (if any) as the Administrator may determine\npayable in such combination and type of cash, other property (of any kind) or\nservices as the Administrator may determine.\n\n5.   EFFECT OF CERTAIN TRANSACTIONS\n\n     a.   MERGERS, ETC.\n\n          (1) CHANGE IN CONTROL. Except as the Administrator may otherwise\ndetermine in connection with the grant of an Award, immediately prior to a\nChange in Control each Award shall vest (and if relevant shall become\nexercisable), all Performance Criteria and other conditions to an Award shall be\ndeemed satisfied, and all Award deferrals shall be accelerated.\n\n          (2) COVERED TRANSACTIONS. In the event of a Covered Transaction (and\nin addition to the provisions of Section 5(a) if also constituting a Change in\nControl), all Stock-based Awards (all Stock Options, SARs, Restricted Stock,\nDeferred Stock, including any Performance Awards consisting of any of the\nforegoing), except to the extent consisting of outstanding shares of Stock that\nare then free of any restrictions under the Plan, shall terminate immediately\nprior to the Covered Transaction unless assumed in accordance with the\nimmediately following sentence. If there is a surviving or acquiring entity, the\nAdministrator may provide for a substitution or assumption of Awards by the\nacquiring or surviving entity or an affiliate thereof, on such terms as the\nAdministrator determines. If there is no surviving or acquiring entity, or if\nthe Administrator does not provide for a substitution or assumption of an Award,\nthe Award shall vest (and to the extent relevant become exercisable) at least 10\ndays prior to the effective date of the Covered Transaction.\n\n     b.   CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK\n\n          (1) BASIC ADJUSTMENT PROVISIONS. In the event of a stock dividend,\nstock split or combination of shares, recapitalization or other change in the\nCompany's capital structure, the Administrator will make appropriate adjustments\nto the maximum number of shares that may be delivered under the Plan under\nSection 2.a. and to the maximum share limits described in Section 2.b., and will\nalso make appropriate adjustments to the number and kind of shares of stock or\nsecurities subject to Awards then outstanding or subsequently granted, any\nexercise prices relating to Awards and any other provision of Awards affected by\nsuch change.\n\n          (2) CERTAIN OTHER ADJUSTMENTS. The Administrator may also make\nadjustments of the type described in paragraph (1) above to take into account\ndistributions to common stockholders other than those provided for in Section\n5.a. and 5.b.(1), or any other event, if the Administrator determines that\nadjustments are appropriate to avoid distortion in the operation of the Plan and\nto preserve the value of Awards made hereunder; provided, that no such\nadjustment shall be made to the maximum share limits described in Section 2.c.\nor 2.d., or otherwise to an Award intended to be eligible for the\nperformance-based exception under Section 162(m), except to the extent\nconsistent with that exception, nor shall any change be made to ISOs except to\nthe extent consistent with their continued qualification under Section 422 of\nthe Code.\n\n          (3) CONTINUING APPLICATION OF PLAN TERMS. References in the Plan to\nshares of Stock shall be construed to include any stock or securities resulting\nfrom an adjustment pursuant to Section 5.b.(1) or 5.b.(2) above.\n\n\n\n6.   LEGAL CONDITIONS ON DELIVERY OF STOCK\n\n     The Company will not be obligated to deliver any shares of Stock pursuant\nto the Plan or to remove any restriction from shares of Stock previously\ndelivered under the Plan until the Company's counsel has approved all legal\nmatters in connection with the issuance and delivery of such shares; if the\noutstanding Stock is at the time of delivery listed on any stock exchange or\nnational market system, the shares to be delivered have been listed or\nauthorized to be listed on such exchange or system upon official notice of\nissuance; and all conditions of the Award have been satisfied or waived. If the\nsale of Stock has not been registered under the Securities Act of 1933, as\namended, the Company may require, as a condition to exercise of the Award, such\nrepresentations or agreements as counsel for the Company may consider\nappropriate to avoid violation of such Act. The Company may require that any\ncertificates evidencing Stock issued under the Plan bear an appropriate legend\nreflecting any restriction on transfer applicable to such Stock.\n\n\n7.   AMENDMENT AND TERMINATION\n\n     Subject to the provisions of Section 1, the Administrator may at any time\nor times amend the Plan or any outstanding Award for any purpose which may at\nthe time be permitted by law, or may at any time terminate the Plan as to any\nfurther grants of Awards; provided, that (except to the extent expressly\nrequired or permitted by the Plan) no such amendment will, without the approval\nof the stockholders of the Company, effectuate a change for which stockholder\napproval is required in order for the Plan to continue to qualify under Section\n422 of the Code and for Awards to be eligible for the performance-based\nexception under Section 162(m).\n\n\n8.   NON-LIMITATION OF THE COMPANY'S RIGHTS\n\n     The existence of the Plan or the grant of any Award shall not in any way\naffect the Company's right to award a person bonuses or other compensation in\naddition to Awards under the Plan.\n\n\n9.   GOVERNING LAW\n\n     The Plan shall be construed in accordance with the laws of the Commonwealth\nof Massachusetts.\n\n\n10.  DEFINED TERMS\n\nThe following terms, when used in the Plan, shall have the meanings and be\nsubject to the provisions set forth below:\n\n     'ADMINISTRATOR': The Board or, if one or more has been appointed, the\nCommittee, including their delegates (subject to such limitations on the\nauthority of such delegates as the Board or the Committee, as the case may be,\nmay prescribe). The senior Legal and Human Resources representatives of the\nCompany shall also be the Administrator, but solely with respect to ministerial\ntasks related hereto.\n\n     'AFFILIATE': Any corporation or other entity owning, directly or\nindirectly, 50% or more of the outstanding Stock of the Company, or in which the\nCompany or any such corporation or other entity owns, directly or indirectly,\n50% of the outstanding capital stock (determined by aggregate voting rights) or\nother voting interests.\n\n     'AWARD': Any or a combination of the following:\n\n          (i) Stock Options.\n\n\n\n                                                                 \n                                                                   \n\n          (ii)   SARs.\n\n          (iii)  Restricted Stock.\n\n          (iv)   Unrestricted Stock.\n\n          (v)    Deferred Stock.\n\n          (vi)   Other Stock-Based Awards.\n\n          (vii)  Cash Performance Awards.\n\n          (viii) Other Performance Awards.\n\n          (ix)   Grants of cash, or loans, made in connection with other Awards\n     in order to help defray in whole or in part the economic cost (including \n     tax cost) of the Award to the Participant.\n\n     'BOARD': The Board of Directors of the Company.\n\n     'CASH PERFORMANCE AWARD': A Performance Award payable in cash. The right of\nthe Company under Section 4.a.(3) to extinguish an Award in exchange for cash or\nthe exercise by the Company of such right shall not make an Award otherwise not\npayable in cash a Cash Performance Award.\n\n     'CHANGE IN CONTROL': Any of:\n\n     (i) an acquisition, consolidation or merger in which the Company is not the\nsurviving corporation or with respect to which all or substantially all of the\nbeneficial owners of the outstanding stock of the Company and the combined\nvoting power of the outstanding voting securities of the Company entitled to\nvote generally in the election of directors immediately prior to such\ntransaction do not own beneficially, directly or indirectly, and in\nsubstantially the same proportion, more than 60% of, respectively, the then\noutstanding shares of common stock and the combined voting power of the then\noutstanding voting securities entitled to vote generally in the election of\ndirectors, as the case may be, of the corporation resulting from such\ntransaction;\n\n     (ii) a sale or transfer of all or substantially all the Company's assets;\n\n     (iii) a complete dissolution or liquidation of the Company; or\n\n     (iv) continuing directors constitute less than a majority of the Board,\nwhere a 'continuing director' includes (A) each person who was a director of the\nCompany on January 3, 2000, and (B) each person who subsequently becomes a\ndirector of the Company with approval by a vote of at least a majority of the\n'continuing directors' in office at the time of such person's election or\nnomination as a director unless that person became a director in connection with\nan actual or threatened election contest.\n\nNotwithstanding clauses (i) through (iv) above, none of the following shall\nconstitute a 'Change in Control' for purposes of this definition:\n\n     (x) the shares of common stock of the Company or the voting securities of\nthe Company entitled to vote generally in the election of directors are acquired\ndirectly from the Company;\n\n     (y) the shares of common stock of the Company or the voting securities of\nthe Company entitled to vote generally in the election of directors are acquired\nby any employee benefit plan (or related trust) sponsored or maintained by the\nCompany or any corporation controlled by the Company; or\n\n\n\n                                                                 \n                                                                   \n\n\n     (z) (A) the beneficial owners of the outstanding shares of common stock of\nthe Company, and of the securities of the Company entitled to vote generally in\nthe election of directors, immediately prior to such transaction beneficially\nown, directly or indirectly, in substantially the same proportions immediately\nfollowing such transaction more than 60% of the outstanding shares of common\nstock and of the combined voting power of the then outstanding voting securities\nentitled to vote generally in the election of directors of the corporation\n(including, without limitation, a corporation which as a result of such\ntransaction owns the Company or all or substantially all of the Company's assets\neither directly or through one or more subsidiaries) resulting from such\ntransaction and (B) at least a majority of the members of the board of directors\nof the corporation resulting from such transaction were members of the board of\ndirectors at the time of the execution of the initial agreement, or of the\naction of the Board, authorizing such transaction.\n\n     'CODE': The U.S. Internal Revenue Code of 1986 as from time to time amended\nand in effect, or any successor statute as from time to time in effect.\n\n     'COMMITTEE': One or more committees of the Board (including any\nsubcommittee thereof) appointed or authorized to make Awards and otherwise to\nadminister the Plan. In the case of Awards granted to executive officers of the\nCompany, the Committee shall be comprised solely of two or more outside\ndirectors within the meaning of Section 162(m).\n\n     'COMPANY': Boston Scientific Corporation.\n\n     'COVERED TRANSACTION': Any of (i) a consolidation or merger in which the\nCompany is not the surviving corporation or which results in the acquisition of\nall or substantially all the Company's outstanding stock by a single person or\nentity or by a group of persons and\/or entities acting in concert, (ii) a sale\nor transfer of all or substantially all the Company's assets, or (iii) a\ndissolution or liquidation of the Company.\n\n     'DEFERRED STOCK': A promise to deliver Stock or other securities in the\nfuture on specified terms.\n\n     'DISABILITY': Permanent and total disability as determined under the\nCompany's long-term disability program for employees then in effect.\n\n     'EMPLOYEE': Any person who is employed by the Company or an Affiliate.\n\n     'FAMILY MEMBER': An individual or entity included as a 'family member'\nwithin the meaning of the Security and Exchange Commission's Form S-8,\nRegistration Statement Under The Securities Act of 1933.\n\n     'ISO': A Stock Option intended to be an 'incentive stock option' within the\nmeaning of Section 422 of the Code.\n\n     'PARTICIPANT': An Employee, director or other person providing services to\nthe Company or its Affiliates who is granted an Award under the Plan.\n\n     'PERFORMANCE AWARD': An Award subject to Performance Criteria.\n\n     'PERFORMANCE CRITERIA': Specified criteria the satisfaction of which is a\ncondition for the exercisability, vesting or full enjoyment of an Award. For\npurposes of Performance Awards that are intended to qualify for the\nperformance-based compensation exception under Section 162(m), a Performance\nCriterion shall mean an objectively determinable measure of performance relating\nto any of the following (determined either on a consolidated basis or, as the\ncontext permits, on a divisional, subsidiary, line of business, project or\ngeographical basis or in combinations thereof): (i) sales; revenues; assets;\nliabilities; costs; expenses; earnings before or after deduction for all or any\nportion of interest, taxes, depreciation, amortization or other items, whether\nor not on a continuing operations or an aggregate or per share basis; return on\nequity, investment, capital or assets; one or more operating ratios; borrowing\nlevels, leverage ratios or credit rating; market share; capital expenditures;\ncash flow; working capital requirements; \n\n\n\n\n                                                                 \n                                                                      \n\n\nstock price; stockholder return; sales, contribution or gross margin, of\nparticular products or services; particular operating or financial ratios;\ncustomer acquisition, expansion and retention; or any combination of the\nforegoing; or (ii) acquisitions and divestitures (in whole or in part); joint\nventures and strategic alliances; spin-offs, split-ups and the like;\nreorganizations; recapitalizations, restructurings, financings (issuance of debt\nor equity) and refinancings; transactions that would constitute a change of\ncontrol; or any combination of the foregoing. A Performance Criterion measure\nand targets with respect thereto determined by the Administrator need not be\nbased upon an increase, a positive or improved result or avoidance of loss.\n\n     'PLAN': The Boston Scientific Corporation 2000 Incentive Plan as set forth\nherein, as from time to time amended and in effect.\n\n     'RESTRICTED STOCK': An Award of Stock subject to forfeiture to the Company\nif specified conditions are not satisfied.\n\n     'RETIREMENT': Unless the Administrator expressly provides otherwise,\ncessation of employment or other service relationship with the Company and its\nAffiliates if, as of the date of such cessation, (i) the Participant has\nattained age 50 and has accrued at least five years of service with the Company\nand its Affiliates, and (ii) the sum of the Participant's age and years of\nservice as of such date equals or exceeds 62.\n\n     'SECTION 162(m)': Section 162(m) of the Code.\n\n     'SARS': Rights entitling the holder upon exercise to receive cash or Stock,\nas the Administrator determines, equal to a function (determined by the\nAdministrator using such factors as it deems appropriate) of the amount by which\nthe Stock has appreciated in value since the date of the Award.\n\n     'STOCK': Common Stock of the Company, par value $.01 per share.\n\n     'STOCK OPTIONS': Options entitling the recipient to acquire shares of Stock\nupon payment of the exercise price.\n\n     'UNRESTRICTED STOCK': An Award of Stock not subject to any restrictions\nunder the Plan.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6931],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9539,9546],"class_list":["post-38394","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boston-scientific-corp","corporate_contracts_industries-health__instruments","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38394","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38394"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38394"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38394"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38394"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}