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EXHIBIT 10.18
03/20/98
BOSTON SCIENTIFIC CORPORATION
GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
1. Purpose. The purpose of the Boston Scientific Corporation Global
Employee Stock Ownership Plan (the "Plan") is to encourage ownership of common
stock by employees of Boston Scientific Corporation and its Related Corporations
and to provide additional incentives for such employees to promote the success
of the business of the Company and its Related Corporations. The Plan is an
amendment and restatement of the Boston Scientific Corporation 1992 Employee
Stock Purchase Plan, as amended, and is intended to be an "employee stock
purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code
of 1986, as amended.
2. Definitions. As used in this Plan, the following terms shall have
the meanings set forth below:
(a) Beneficiary means the person designated as beneficiary on
the Optionee's Membership Agreement or, if no such beneficiary is named
or no such Agreement is in effect at the Optionee's death, his or her
beneficiary as determined under the provisions of the Company's program
of life insurance for employees.
(b) Board means the Board of Directors of the Company.
(c) Code means the Internal Revenue Code of 1986, as amended,
or any statute successor thereto, and any regulations issued from time
to time thereunder.
(d) Committee means a committee of the Board appointed to
administer the Plan in accordance with Section 4, consisting of not
less than two directors of the Company who are not employees of the
Company or any Related Corporation, each appointed by the Board from
time to time to serve at its pleasure for the purpose of carrying out
the responsibilities of the Committee under the Plan, and such officers
or employees of the Company or a Participating Employee designated by
the Committee to administer the operation of the Plan. For any period
during which no Committee is in existence, all authority and
responsibility assigned the Committee under this Plan shall be
exercised, if at all, by the Board.
(e) Company means Boston Scientific Corporation, a Delaware
corporation (or any successor corporation).
(f) Compensation means the total salary or wages or other
taxable compensation (such as bonus payments, commissions, short-term
disability payments and wage or salary substitution payments) paid by a
Participating Employer to the Optionee during active employment
(including approved paid leaves of absences) as of a particular pay
date, exclusive of expense reimbursement, relocation allowances,
tuition reimbursement, adoption assistance benefits, earnings related
to stock options or other equity incentives, and post-employment
payments that may be computed from eligible compensation, such as
severance benefits, salary continuation after termination of Service,
redundancy pay, or termination indemnities.
(g) Effective Date means the first business day that the
Employees of a Participating Employer may participate in the Plan, as
determined by the Committee in its
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sole discretion.
(h) Eligible Employee means an Employee who is eligible under
the provisions of Section 7 to be granted an Option as of the first day
of an Offering Period.
(i) Employee means an individual who is regularly scheduled to
work for a Participating Employer for a continuous indefinite period of
employment.
(j) Entry Date means, with respect to an Eligible Employee
working for a Participating Employer, (1) the Effective Date for that
Employee, (2) following the Effective Date, the first business day of
each first and third calendar quarter of a calendar year, or (3) such
other date as the Committee may determine. For an Eligible Employee of
any affiliate of the Company who transfers to the permanent employment
of a Participating Employer, the "Entry Date" means the start of the
first practicable business day following the transfer, as determined by
the Committee, in accordance with the policies and procedures of the
Participating Employer.
(k) Fair Market Value means, with respect to Stock on a given
date, the closing price of the Stock as reported in The Wall Street
Journal for such date.
(l) Investment Date means, with respect to an Offering Period,
(1) the next following business day after the Offering Termination
Date, (2) the last business day of the next following calendar month,
if Stock is in fact purchased on the New York Stock Exchange, or (3)
such other date designated by the Committee.
(m) Membership Agreement means a written agreement described
in Section 8.2 whereby an Optionee authorizes a Participating Employer
to withhold payroll deductions from his or her Compensation.
(n) Offering Period means the period beginning, as determined
by the Committee, on (1) the first business day coincident with or next
following an Entry Date or (2) the first business day of the first and
third calendar quarters of a calendar year (the "Offering Commencement
Date") and ending on the last business day of the second and fourth
calendar quarters of a calendar year (the "Offering Termination Date")
or other generally six (6) month periods established by the Committee;
provided, however, that the current Offering Period may cover the
period from October 1, 1997 to June 30, 1998.
(o) Option means an option to purchase shares of Stock granted
under the Plan.
(p) Optionee means an Eligible Employee to whom an Option is
granted.
(q) Option Shares means shares of Stock subject to an Option.
(r) Participating Employer means the Company or any Related
Corporation
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designated by the Committee to participate in the Plan as of an Entry
Date.
(s) Plan means this Boston Scientific Corporation Global
Employee Stock Ownership Plan, as set forth herein and as it may be
amended from time to time.
(t) Related Corporation means the Company and every U.S.
corporation which is: (i) a direct or indirect eighty percent (80%) or
more-owned subsidiary of the Company; or (ii) a direct or indirect
fifty percent (50%) or more-owned subsidiary of the Company designated
by the Committee.
(u) Service means, as determined by the Participating
Employer, continuous regular employment by an individual with the
Company or one of the Related Corporations, including any approved
leaves of absence.
(v) Stock means the common stock, $.01 par value per share, of
the Company.
3. Term of the Plan. The Plan as amended and restated shall become
effective on October 1, 1997, provided that those amendments which require
shareholder approval shall be effective subject to approval by the shareholders
of the Company. No Option shall be granted under the Plan on or after September
30, 2007, but Options theretofore granted may extend beyond that date.
4. Administration. The Plan shall be administered by the Committee,
which shall have the authority and discretion to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
resolve all disputes arising under the Plan, to determine which Related
Corporations shall become Participating Employers and as of what dates, to
determine the terms of Options granted under the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. Any
determination of the Committee shall be final and binding upon all persons
having or claiming any interest under the Plan or under any Option granted
pursuant to the Plan.
5. Amendment and Termination. The Board may terminate or amend the Plan
at any time and from time to time; provided, however, that the Board may not,
without approval of the shareholders of the Company in a manner satisfying the
requirements of Section 423 of the Code, increase the maximum number of shares
of Stock available for purchase under the Plan. No termination of or amendment
of the Plan may adversely affect the rights of an Optionee in the reasonable
discretion of the Committee with respect to any Option held by the Optionee as
of the date of such termination or amendment without the Optionee's consent.
6. Shares of Stock Subject to the Plan. No more than an aggregate of
1,500,000 shares of Stock may be issued or delivered pursuant to the exercise of
Options granted under the Plan. Shares to be delivered upon the exercise of
Options may be either shares of Stock which are authorized but unissued or
shares of Stock held by the Company in its treasury or shares of Stock purchased
on the open market by the Company for issuance under this Plan. If an Option
expires or terminates for any reason without having been exercised in full, the
unpurchased
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shares subject to the Option shall become available for other Options granted
under the Plan. The Company shall, at all times during which Options are
outstanding, reserve and keep available shares of Stock sufficient to satisfy
such Options, and shall pay all fees and expenses incurred by the Company in
connection therewith. In the event of any capital change in the outstanding
Stock as contemplated by Section 8.9, the number and kind of shares of Stock
reserved and kept available by the Company shall be appropriately adjusted.
7. Eligibility. Each Employee of a Participating Employer shall be
granted an Option on the first day of each Offering Period coincident with or
next following the date on which such Employee meets all of the following
requirements:
(a) The Employee is customarily employed by a Participating
Employer for twenty (20) hours or more per week;
(b) The Employee will not, after grant of the Option, own
stock possessing five or more percent of the total combined voting
power or value of all classes of stock of the Company or of any Related
Corporation. For purposes of this paragraph (b), the rules of Section
424(d) of the Code shall apply in determining the stock ownership of
the Employee, and stock which the Employee may purchase under
outstanding options shall be treated as stock owned by the Employee;
and
(c) The Employee has properly completed a Membership Agreement
electing to participate in the Plan and has returned it to the payroll
department of the Company as described in Section 8.2.
An Employee who meets all of the foregoing requirements is referred to as an
"Eligible Employee."
8. Terms and Conditions of Options.
8.1 General. All Options granted to Eligible Employees shall comply
with the terms and conditions set forth in Sections 8.1 through 8.10. Subject to
Sections 8.2(d) and 8.8, each such Option shall entitle the Optionee to purchase
that number of shares calculated in accordance with Sections 8.1 through 8.10 or
such lesser number or value of shares established by the Committee as an
additional limitation on the maximum number of Option Shares available under an
Option.
8.2 Membership Agreement/Payroll Deductions.
(a) An Eligible Employee may elect to purchase shares of Stock
under his or her Option during an Offering Period by completing a
Membership Agreement and returning it to the personnel department of
the Participating Employer at least ten business days prior to the
beginning of such Offering Period. The Membership Agreement shall
indicate the percentage of the Eligible Employee's Compensation (from
1% through 10%, in multiples of 1%) that the Eligible Employee elects
to be withheld on pay dates occurring during the Offering Period.
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(b) After the commencement of the Offering Period, no Eligible
Employee shall be permitted to change the percentage of Compensation
elected to be withheld during that Offering Period. However, the
Eligible Employee may elect to discontinue his or her payroll
deductions at any time during an Offering Period and withdraw them by
submitting a written request therefore to the personnel department of
the Participating Employer no later than ten (10) business days prior
to the last day of the Offering Period. The change will be effective as
of the first pay date occurring as soon as practicable after the
Eligible Employee's written request has been received. As soon as
practicable following the last day of the Offering Period, he or she
shall receive a distribution of the accumulated payroll deductions,
without interest.
(c) Any Membership Agreement in effect for an Offering Period
shall remain in effect as to any subsequent Offering Period unless
revoked by the submission of a written request to discontinue payroll
deductions for that Offering Period or modified by submission of a new
Membership Agreement, or until the Optionee's termination of Service
for any reason.
(d) Notwithstanding the provisions of this Section 8, an
Eligible Employee may not be granted an Option if the Eligible
Employee's rights to purchase Stock under all employee stock purchase
plans (as defined in Section 423(b) of the Code) of the Company and its
Related Corporations accrue at a rate which exceeds $25,000 of Fair
Market Value of the Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at
any time. The accrual of rights to purchase Stock shall be determined
in accordance with Section 423(b)(8) of the Code.
(e) An Optionee may purchase Stock under the Plan only by
payroll deduction. An Optionee may not make payroll deductions under
the Plan for any period or periods after his or her termination of
Service, even if he or she is then being paid salary continuation,
severance benefits or other similar forms of compensation.
8.3 Purchase Price. The purchase price of Option Shares shall be shared
by the Optionee and the Company. The Optionee's share with respect to Stock
purchased on an Investment Date for an Offering Period shall be (i) the lesser
of: (a) eighty-five percent (85%) of the Fair Market Value of the Stock on the
Offering Commencement Date; or (b) (whichever is applicable) eighty-five percent
(85%) of the Fair Market Value of the Stock on the Offering Termination Date, if
the Stock is acquired from the Company; or (2) eighty-five percent (85%) of the
actual purchase price for such Stock on the Investment Date if the Stock is, in
fact, purchased on the New York Stock Exchange. The Company's share shall be the
Fair Market Value or actual purchase price of the Stock (as the case may be)
purchased for the Offering Period, less the Optionee's share, as described in
the preceding sentence.
8.4 Exercise of Options. To the extent practicable, all of the
Optionee's payroll deductions accumulated during the Offering Period will be
applied to purchase Option Shares on the Investment Date. On such date, and
provided the Optionee is in-Service on the last day of the Offering Period, the
Optionee shall purchase the number of shares purchasable by his or her
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accumulated payroll deductions during the Offering Period, or, if less, the
maximum number of shares subject to the Option as provided in Section 8.1,
provided that:
(a) If the total number of shares which all Optionees elect to
purchase, together with any shares already purchased under the Plan,
exceeds the total number of shares which may be purchased under the
Plan pursuant to Section 6, the number of shares which each Optionee is
permitted to purchase shall be decreased pro rata based on the
Optionee's accumulated payroll deductions in relation to all
accumulated payroll deductions currently being withheld under the Plan;
and
(b) If the number of shares purchasable includes a fraction,
such number shall be adjusted to the next smaller whole number and the
purchase price shall be adjusted accordingly.
Accumulated payroll deductions, to the extent in excess of the aggregate
purchase price of the shares purchased by the Optionee on an Investment Date or
in excess of the $25,000 limit described in Section 8.2(d), shall be applied for
the next Offering Period. At the request of the Optionee, following an
Employee's withdrawal from the Plan, an Employee's termination of Service or as
may be required by law, the excess payroll deductions shall be refunded to the
Optionee, without interest, as soon as practicable.
8.5 Delivery of Stock.
(a) Except as provided below, as soon as administratively
practicable after the Investment Date, the Company shall deliver or
cause to be delivered to the Optionee a certificate or certificates for
the number of shares purchased by the Optionee for that Offering
Period. A Stock certificate representing the number of shares purchased
will be issued in the Optionee's name only, or if the Optionee so
requests in writing, not later than the last day of the Offering
Period, in the name of the Optionee and another person of legal age as
joint tenants with rights of survivorship. If any law or applicable
regulation of the Securities Exchange Commission or other body having
jurisdiction shall require that the Company or the Optionee take any
action in connection with the shares being purchased under the Option,
delivery of the certificate or certificates for such shares shall be
postponed until the necessary action shall have been completed, which
action shall be taken by the Company at its own expense, without
unreasonable delay.
(b) Notwithstanding the foregoing, the Company may elect to
hold for the benefit of the Optionee any shares otherwise to be
delivered to the Optionee pursuant to this Section 8.5, or to deliver
the same to such agents, trustees and fiduciaries for the benefit of
the Optionee as the Company may select, for the period transfer of such
shares is limited by this Plan (and thereafter, until the Optionee
requests delivery of such stock in writing). In that event, the
Optionee shall have all of the rights of a shareholder in the shares so
held by the Company or its agent, except as limited by the restriction
on transferability, from and after the issuance of the same and the
Company or its agent shall adopt reasonable procedures to enable the
Optionee to exercise such rights. In the event of the Optionee's death
while any shares are so held, such shares shall be delivered to the
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Optionee's Beneficiary promptly following the Committee's receipt of
evidence satisfactory to the Committee of the Optionee's death.
(c) The Company or the Participating Employer shall pay all
costs associated with issuing the Stock certificate or certificates
described in subparagraph (a) above.
(d) In lieu of issuing Stock certificates, the Committee may
establish electronic book entry procedures (such as DWAC) to record an
Optionee's Stock acquired under the Plan. Notwithstanding, the Optionee
shall always have the right to request the issuance of a Stock
certificate to evidence all or any number of the whole shares of Stock
he or she has purchased under the Plan.
8.6 Restrictions on Transfer.
(a) Options may not be assigned, transferred, pledged or
otherwise disposed of. An Option may not be exercised by anyone other
than the Optionee during the lifetime of the Optionee.
(b) Stock acquired by exercise of an Option hereunder may not
be assigned, transferred, pledged or other disposed of, except by will
or under the laws of descent and distribution, until the date which is
three (3) months after the last day of the Offering Period as of which
such shares were acquired (or the date of the death of the Optionee, if
earlier), but thereafter may be sold or otherwise transferred without
restriction. The Optionee shall agree in the Membership Agreement to
notify the Company of any transfer of the Shares within two years of
the first day of the Offering Period of those Shares. The Company shall
have the right to place a legend on all stock certificates instructing
the transfer agent to notify the Company of any transfer of the shares.
The Company shall also have the right to place a legend on certificates
setting forth the restriction on transferability of such shares.
8.7 Expiration. Each Option shall expire at the close of business on
the Investment Date or on such earlier date as may result from the operation of
Section 8.
8.8 Termination of Employment of Optionee. If an Optionee ceases for
any reason to be in-Service, whether due to death, retirement, voluntary
severance, involuntary severance, transfer, or disaffiliation of a Related
Corporation with the Company, his or her Option shall immediately expire, and
the Optionee's accumulated payroll deductions shall be returned, without
interest, as soon as practicable, to the Optionee or his or her Beneficiary, as
the case may be, by the Participating Employer. For purposes of this Section
8.8, an Optionee shall be deemed to be in-Service throughout any leave of
absence for military service, illness or other bona fide purpose which does not
exceed the longer of ninety days or the period during which the Optionee's
reemployment rights are guaranteed by statute or by contract. If the Optionee
does not return to Service prior to the termination of such period, his or her
Service shall be deemed to have ended on the ninety-first (91st) day of such
leave of absence. Distributions upon death will be made as soon as
administratively practicable after the Optionee's death upon presentation of
satisfactory proof of death to the Participating Employer.
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8.9 Capital Changes Affecting the Stock. In the event that, during an
Offering Period, a stock dividend is paid or becomes payable in respect of the
Stock or there occurs a split-up or contraction in the number of shares of
Stock, the number of shares for which the Option may thereafter be exercised and
the price to be paid for each such share shall be proportionately adjusted. In
the event that, after the commencement of the Offering Period, there occurs a
reclassification or change of outstanding shares of Stock or a consolidation or
merger of the Company with or into another corporation or a sale of conveyance,
substantially as a whole, of the property of the Company, the Optionee shall be
entitled on the last day of the Offering Period to receive shares of stock or
other securities equivalent in kind and value to the shares of stock he or she
would have held if he or she had exercised the Option in full immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance and
had continued to hold such shares (together with all other shares and securities
thereafter issued in respect thereof) until the last day of the Offering Period.
In the event that there is to occur a recapitalization involving an increase in
the par value of the Stock which would result in a par value exceeding the
exercise price under an outstanding Option, the Company shall notify the
Optionee of such proposed recapitalization immediately upon its being
recommended by the Board of the Company's shareholders, after which the Optionee
shall have the right to exercise his or her Option prior to such
recapitalization; if the Optionee fails to exercise the Option prior to
recapitalization, the exercise price under the Option shall be appropriately
adjusted. In the event that, after the commencement of the Offering Period,
there occurs a dissolution or liquidation of the Company, except pursuant to a
transaction to which Section 424(a) of the Code applies, each Option shall
terminate, but the Optionee shall have the right to exercise his or her Option
prior to such dissolution or liquidation.
8.10 Return of Accumulated Payroll Deductions. In the event that the
Optionee or his or her Beneficiary is entitled to the return of accumulated
payroll deductions, whether by reason of an election to discontinue and withdraw
payroll deductions, termination of employment, retirement, death, or, at the
request of Optionee, in the event that accumulated payroll deductions exceed the
price of shares purchased or exceed the $25,000 limit described in Section
8.2(d), such amount shall be returned by the Participating Employer to the
Optionee or the Beneficiary, as the case may be, as soon as practicable
following the end of the Offering Period in which the same were deducted.
Accumulated payroll deductions held by the Participating Employer shall not bear
interest nor shall the Participating Employer be obligated to segregate the same
from any of its other assets.
9. No Enlargement of Employment Rights. Neither the establishment or
continuation of the Plan, nor the grant of any Option hereunder, shall be deemed
to give any employee the right to be retained in the employ of the Participating
Employer, or any successor to either, or to interfere with the right of the
Participating Employer or successor to discharge the employee at any time.
10. Tax Withholding. If, at any time, a Participating Employer is
required, under applicable laws and regulations, to withhold, or to make any
deduction of, any taxes or take any other action in connection any exercise of
an Option or transfer of shares of Stock, the Participating Employer shall have
the right to deduct from all amounts paid in cash any taxes
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required by law to be withheld therefrom, and in the case of shares of Stock,
the Optionee or his or her estate or Beneficiary shall be required to pay the
Participating Employer the amount of taxes required to be withheld, or, in lieu
thereof, the Participating Employer shall have the right to retain, or sell
without notice, a sufficient number of shares of Stock to cover the amount
required to be withheld, or to make other arrangements with respect to
withholding as it shall deem appropriate.
11. Participating Employer with Non-U.S. Residents. With respect to any
Participating Employer which employs Eligible Employees who reside outside of
the United States, and notwithstanding anything herein to the contrary, the
Committee may in its sole discretion amend the terms of the Plan, or an Option
granted under the Plan, in order to reflect the impact of local law and may,
where appropriate, establish one or more sub-plans to reflect such amended
provisions applicable to such Eligible Employees.
12. Governing Law. The Plan and all Options and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, without regard to the conflict of laws principles
thereof.
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