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Exhibit 10.19
FORM OF
BOSTON SCIENTIFIC CORPORATION 401(K) PLAN
FOURTH AMENDMENT
Pursuant to Section 10.1 of the Boston Scientific Corporation 401(k) Plan
(the "Plan"), Boston Scientific Corporation hereby amends the Plan as follows,
effective as of the date set forth herein:
1. Effective as of January 1, 2001, Sections 3.3(a) and (b) are amended
by deleting such sections in their entirety and by inserting the following
therefor:
"(a) On a bi-weekly basis, each Participating Employer will make a
Matching Contribution to the Trust for the benefit of each Participant on
whose behalf it made Elective Contributions for the period. The amount of
Matching Contributions made by a Participating Employer for the period
shall be equal to (i) 100% of the Elective Contributions made on behalf of
the Participant for the period which do not exceed 2% of the Participant's
Compensation for such period, plus (ii) 50% of the Elective Contributions
made on behalf of the Participant for the period which exceed 2% but do not
exceed 4% of the Participant's Compensation for such period.
(b) If (i) a Participant is an Eligible Employee on the last day of
the Plan Year, and (ii) the aggregate Matching Contributions made by his or
her Participating Employer under paragraph (a) above to the Trust for the
benefit of such Participant with respect to such Plan Year are less than
the lesser of (1) 100% of the Participant's Elective Contributions for such
Plan Year which do not exceed 2% of the Participant's Compensation for such
Year plus 50% of the Participant's Elective Contributions for such Plan
Year which exceed 2% but do not exceed 4% of the Participant's Compensation
for such Year; or (2) 3% of such Participant's Compensation in such Plan
Year, then the Participating Employer shall make a further contribution to
the Trust, for the benefit of such Participant, to be credited to his or
her Matching Contribution Account, such that the aggregate Matching
Contributions made by the Participating Employer for the benefit of such
Participant for the Plan Year under this Section shall equal the lesser of
the amounts set forth in clauses (1) and (2) above."
3. Effective as of January 1, 2000, Section 14.8(d) is amended by
deleting such section in its entirety and by inserting the following therefor:
"(d) for all other purposes under the Plan, the same as in (a) above,
reduced by all of the following items (even if includable in gross income):
reimbursements or other expense allowances, bonuses, deferred compensation,
payments under the Supplemental Severance Plan, and moving expenses,
provided however that any elective contributions made by the Participating
Employer that are not includible in gross income by reason of Code section
125 or 402(e)(3) shall in all cases be includible
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as "Compensation" for purposes of this paragraph (d). Notwithstanding the
foregoing, for purposes of allocating Discretionary Contributions for a
Plan Year, commissions paid to any field sales commissioned Employee who is
a Highly Compensated Employee for such Plan Year shall be taken into
consideration only to the extent of the lesser of (i) fifty percent of the
amount of the commissions so paid, or (ii) the amount, not in excess of the
commissions so paid, which when added to all other amounts paid such
Employee and qualifying as Compensation results in an aggregate amount of
Compensation of $85,000."
3. Effective as of January 1, 2001, Section 14.8(d) is amended by
deleting the words "reimbursements or other expense allowances," therein and by
inserting the following therefor:
"cost-of-living adjustments, reimbursements or other expense allowances,
pay in lieu of vacation upon termination of employment,".
IN WITNESS WHEREOF, Boston Scientific Corporation has caused this amendment
to be executed in its name and on its behalf this __ day of _____________, 2000
BOSTON SCIENTIFIC CORPORATION
By: ________________________________
Title: ______________________________
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