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EXHIBIT 10.34
March 17, 1999
Mr. James R. Tobin
Dear Jim:
On behalf of Boston Scientific Corporation, I am very pleased to offer you the
position of President and Chief Executive Officer reporting directly to Pete
Nicholas, Chairman of the Board.
If you accept our offer, your employment will be effective March 17, 1999.
COMPENSATION:
Boston Scientific's compensation programs provide our employees on a pay for
performance basis, with significant compensation opportunities through both
annual and long term incentive programs. The objective of these programs is to
recognize and reward employees on the basis of both individual and company
performance. During employment, your compensation and benefits will be as
follows:
* Base Salary: Your annual base salary from your start date through the end
of 1999 will be at the rate of $700,000 per year, payable in accordance
with the regular payroll practices of Boston Scientific. Your base salary
will be reviewed annually thereafter, with your next review scheduled for
December, 1999.
* Boston Scientific Performance Bonus Award Program: You will be eligible to
participate in this program subject to terms generally applicable to
Program participants. As in previous years, the actual 1999 award will be
based on a combination of Corporate accomplishment and personal achievement
and will be targeted at 100% of your base salary if our goals and
objectives are met. You must be employed on the date the award is payable
in order to be eligible for payment under this Program.
* Long-Term Incentive Program: You will be nominated for a grant of a
non-qualified stock option of 1,000,000 shares, which will provide you an
opportunity for equity interest in Boston Scientific. Such options will be
granted under the approved 1995 Long Term Incentive Plan for active
employees in effect on the date of this letter and will be subject to all
terms of that Program. Your options will vest over a five (5) year period
at a rate of 20% per year on the anniversary of the initial grant date. In
addition, if you are terminated from the Company without cause, all
remaining unvested options from this grant will fully vest on your
termination date and shall be exercisable for two (2) years following the
termination date. The grant of the option is subject to the approval of the
Compensation Committee of the Board of Directors of Boston Scientific.
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BOARD MEMBERSHIP:
The Chairman of the Board will recommend your appointment to serve as a Director
of Boston Scientific effective your first day of employment.
BENEFITS:
During your employment, you will be eligible to participate in all benefit plans
made available by Boston Scientific to it's U.S. employees, subject to plan
terms, plan changes and amendments from time to time, and generally applicable
Boston Scientific policies. In addition you will be eligible to participate in
the Executive Life Insurance Program and in the annual Medical
Examination/Automobile Reimbursement Program.
VACATION:
You will be eligible for the maximum vacation allowable under the U.S. plan
which is 4 weeks a year. In addition you will be granted all legal holidays that
U.S. employees are granted on an annual basis.
BUSINESS EXPENSES:
Boston Scientific will pay or reimburse you all reasonable and customary
business expenses incurred or paid by you in the performance of your duties for
Boston Scientific, subject to any maximum annual limit and other restrictions on
such expenses set by policy and to such reasonable substantiation and
documentation as may be specified by Boston Scientific from time to time.
CAPACITY AND DUTIES:
As President and Chief Executive Officer of Boston Scientific Corporation
initially you will have the entire Executive Committee reporting to you with the
exception of our General Counsel who will report to the Chairman of the Board.
In your capacity as President and Chief Executive Officer you will be expected
to devote your full business time and your best professional efforts to the
performance of your duties and responsibilities for Boston Scientific and to
abide by all policies and procedures of Boston Scientific as in effect from time
to time.
MISCELLANEOUS:
All payments by Boston Scientific under this letter will be reduced by taxes and
other amounts required to be withheld by Boston Scientific under applicable law.
Compensation programs and benefits will be applied to you on the same terms as
are applicable to other participants and are subject to modification,
termination or replacement from time to time at the discretion of Boston
Scientific.
Please understand that this letter and your response are not meant to constitute
a contract of employment for a specific term. This means that, if you accept
this offer, you will retain the right to terminate your employment at any time
and Boston Scientific will retain a similar right.
I look forward to your acceptance of this offer. It will remain in effect
through March 31, 1999. Please sign, date and return this letter and the
enclosed Employee Agreement signifying your acceptance of our offer and return
it to me at your earliest convenience. There is a second copy enclosed for your
personal records.
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This letter and the Employee Agreement together contain the entire agreement
between you and Boston Scientific concerning your employment and all related
matters. An amendment of this letter or the Employee Agreement will only be
effective if in writing and signed by both you and an authorized representative
of Boston Scientific. In accepting this offer, you give us your assurance that
you have not relied on any agreements or representations, express or implied,
with respect to your employment that are set forth expressly in this letter or
the Employee Agreement.
Jim, I am personally delighted that you are joining us and look forward to
working with you as a fellow member of the Boston Scientific Executive
Committee.
Very truly yours,
/s/ Robert MacLean
Robert MacLean
Senior Vice President
Human Resources
Accepted and agreed: Date:
/s/ James R. Tobin 03/17/99
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James R. Tobin