1
Exhibit 10.1
BOSTON SCIENTIFIC CORPORATION 401(k) PLAN
Second 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 dates set forth herein:
1. Section 3.3 is hereby amended, effective September 11, 1998, by
inserting a new paragraph (c) to the end thereof to read as follows:
"(c) In addition to the matching contribution described in
paragraph (a) above, for each of the three applicable periods
described below, the Participating Employers shall make a special
matching contribution on behalf of Participants who were employed by
Schneider (USA) Inc., Schneider/NAMIC or Corvita Corporation on
September 10, 1998 (the "eligible Participants"). The special
matching contribution shall be equal to (i) 50% of the Elective
Contributions made on behalf of such eligible Participant with
respect to each applicable period which do not exceed 2% of the
eligible Participant's Compensation for such period, and (ii) 50% of
the Elective Contributions which exceed 4% but do not exceed 6% of
such eligible Participant's Compensation for such period. The
special matching contributions shall, in general, be contributed by
the Participating Employers on a bi-weekly basis, but in any event
within the time prescribed by law, and shall be allocated to each
eligible Participant's Matching Contribution Account. For purposes
of this paragraph (c), the three "applicable periods" are (i) the
period beginning September 11, 1998 and ending December 31, 1998,
(ii) the Plan Year beginning January 1, 1999, and (iii) the period
beginning January 1, 2000, and ending September 10, 2000."
2. The Plan is hereby amended, effective January 1, 1998, by adding a
new Section 3.7A immediately following Section 3.7, to read as follows:
"3.7A OTHER EMPLOYER CONTRIBUTIONS.
(a) For the Plan Year beginning on January 1, 1998, the
Participating Employers shall contribute to the Plan such other
amounts as the Board of
2
Directors determines on behalf of certain eligible Participants as
set forth on Schedule C. Such contributions shall be made in cash
within the time prescribed by law and shall be allocated to the
Other Employer Contribution Account of each eligible Participant as
set forth on Schedule C.
(b) For each of the two Plan Years beginning January 1, 1999
and January 1, 2000, the Participating Employers shall contribute on
behalf of each Participant who was employed by Schneider (USA) Inc.,
Schneider/NAMIC or Corvita Corporation on September 10, 1998 (an
"eligible Participant"), 3% of such eligible Participant's
Compensation, if any, for such Plan Year. Such contribution shall be
made in cash within the time prescribed by law and shall be
allocated to each eligible Participant's Other Employer Contribution
Account."
3. Section 4.3 is hereby amended, effective September 11, 1998, by
inserting a new paragraph (c) to the end thereof to read as follows:
"(c) In connection with the acquisition of Schneider (USA)
Inc., Schneider/NAMIC and Corvita Corporation, the Company
established an investment fund to hold shares of Pfizer Inc. common
stock transferred from the Pfizer Savings and Investment Plan. No
contributions under this Plan may be invested in the Pfizer stock
fund, and dividends and interest payable on the assets of the Pfizer
stock fund allocated to the Accounts of a Participant will be
invested according to such Participant's current investment election
for contributions under the Plan. A Participant may direct that
amounts held in the Pfizer stock fund on his or her behalf be
transferred to one or more other investment funds made available by
the Committee from time to time, and any amounts so transferred
shall not be reallocated to the Pfizer stock fund."
4. The Plan is hereby amended, effective January 1, 1998, by replacing
Section 5.1 with the following:
"5.1. IMMEDIATE VESTING OF CERTAIN ACCOUNTS. A Participant
shall at all times have a vested interest in 100% of the following
accounts, as applicable: Elective Contribution Account, Employee
Contribution Account, Other Employer Contribution Account, Matching
Contribution Account, his or her Rollover Account, and other
accounts that the Committee may establish, unless explicitly
provided otherwise herein or by the Committee."
3
5. Section 6.1 is hereby amended, effective January 1, 1998, by
inserting the phrase "and Employee Contribution Account" after the phrase "his
or her Elective Contribution Account" in paragraph (a) thereof.
6. The Plan shall be amended, effective November 16, 1998, by adding
new Sections 6.2A and 6.2B immediately following Section 6.2, to read as
follows:
"6.2A WITHDRAWAL FROM ROLLOVER ACCOUNT. A Participant who is
an Employee may make a withdrawal from his or her Rollover Account
for any reason, upon such prior notice as the Committee may
prescribe. Any such withdrawal shall be in the amount specified by
the Participant, up to the value of the Rollover Account determined
as of the Valuation Date next following the Committee's receipt of
notice of the withdrawal. Payment to the Participant shall be made
as soon as practicable after such Valuation Date.
6.2B WITHDRAWAL ON ACCOUNT OF DISABILITY. A Participant who is
an Employee and who has a Disability, may make a withdrawal from his
or her Accounts upon such prior notice as the Committee may
prescribe. Any such withdrawal shall be in the amount specified by
the Participant, up to the vested value of the Accounts determined
as of the Valuation Date next following the Committee's receipt of
notice of the withdrawal. Payment to the Participant shall be made
as soon as practicable after such Valuation Date."
7. Section 7.11 is hereby amended by replacing the text thereof with
the following text, effective January 1, 1998:
"7.11 DESIGNATION OF ACCOUNTS. Loans shall be made from the
Participant's Accounts in such order as may be designated by the
Committee, and loan repayments shall be credited to such Accounts in
the same order. Loan repayments shall be allocated among the
investment options in accordance with the Participant's
then-effective instructions regarding the investment of
contributions made on his or her behalf."
8. Section 8.1 is hereby amended by inserting the phrase "fixed
installments or variable" after the phrase "monthly, quarterly, semi-annual or
annual", effective November 16, 1998.
4
9. Section 8.3 is hereby amended, effective November 16, 1998, by
replacing the heading of paragraph (b) thereof with "VARIABLE INSTALLMENTS."
10. Section 14.8 is hereby amended, effective January 1, 1998, by
deleting paragraph (b) thereof, relettering paragraphs (c), (d), and (e), as
paragraphs (b), (c), and (d), respectively, and replacing paragraph (a) with the
following paragraph:
"(A) for purposes of determining the Code section 415 limits,
the amount of any minimum contribution under the special top-heavy
provisions, and determining the status of an individual as a "highly
compensated employee" or a "key employee", the Participant's wages
as defined in Code section 3401(a) for purposes of income tax
withholding at the source, but (i) determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed, and
(ii) increased by any such amounts that would have been received by
the individual from the Employer but for an election under Code
section 125, 401(k), 402(h) or 403(b);"
11. Section 14.14 is hereby amended by replacing the last sentence
thereof with the following sentence, effective January 1, 1998:
"In no event will an individual become an Eligible Employee while he
or she is characterized or treated by an Affiliated Employer as a
"leased employee" within the meaning of Code 414(n)."
12. Schedule A is hereby amended to include the following Participating
Employers, effective as of the dates as indicated below:
Participating Employer State of Incorporation
---------------------- ----------------------
Target Therapeutics, Inc.(3) Delaware
Schneider (USA) Inc.(4) Minnesota
Schneider/NAMIC(4) Delaware
Corvita Corporation(4) Florida
3 Effective as of January 1, 1998.
4 Effective as of September 11, 1998.
5
13. Schedule B is hereby amended, effective January 1, 1998, by inserting
a new paragraph (8) to read as follows:
"8. TARGET THERAPEUTICS, INC. 401(K) PLAN AND TRUST
Effective as of the close of December 31, 1997, the Target
Therapeutics, Inc. 401(k) Plan and Trust was merged into this Plan.
Special Participation rules (Section 2.1(c)): No
-------
Special Rules re allocation of transferred accounts
(Section 4.6(a)): No
-------
Special Vesting rules (Sections 5.6 and 14.41): No
-------
Special in-service withdrawal rules (Section 6.8(a)): No
-------
QJSA rules applicable (Section 8.7): No
-------
Optional forms of payment to preserve
(Sections 8.1 and 8.7): None "
-------
14. Schedule B is hereby amended, effective November 30, 1998, by
inserting a new paragraph (9) to read as follows:
"9. PFIZER SAVINGS AND INVESTMENT PLAN
Effective as of the close of November 30, 1998, the portion of the
Pfizer Savings and Investment Plan and trust benefitting employees of
Schneider (USA) Inc., Schneider/NAMIC and Corvita Corporation was merged
into this Plan.
Special Participation rules (Section 2.1(c)): Yes
-------
(i) Individuals who were employed by Schneider (USA) Inc.,
Schneider/NAMIC or Corvita Corporation on September 10, 1998 may
participate in this Plan pursuant to Section 2.1(c) without regard
to the age requirement of that Section.
6
(ii) Any Employee who was a participant in the Pfizer Savings and
Investment Plan on September 10, 1998 shall become a Participant in
this Plan as of September 11, 1998.
(iii) Each other individual who becomes an Employee of Schneider
(USA) Inc., Schneider/NAMIC or Corvita Corporation shall be subject
to the general participation rules of Section 2.1.
Special Rules re allocation of transferred accounts
(Section 4.6(a)): Yes
-------
In order to administer special distribution options with respect to
contributions attributable to the NAMIC USA Corporation Profit
Sharing and Incentive Savings Plan, Pfizer matching contributions
and Pfizer after-tax employee contributions (and earnings on all
such contributions) such contributions (and related earnings) shall
be transferred into separate accounts or subaccounts under this
Plan.
Special Vesting rules (Sections 5.6 and 14.41): No
-------
Special in-service withdrawal rules (Section 6.8(a)): Yes
-------
The Pfizer matching contribution account, after-tax employee
contribution account, and former NAMIC accounts (attributable to
contributions other than elective contributions) can be withdrawn
in-service at any time.
Pfizer and NAMIC elective contribution accounts can be withdrawn on
account of hardship or disability.
QJSA rules applicable (Section 8.7): Yes
-------
(i) Former participants of the NAMIC USA Corporation Profit Sharing
and Incentive Plan must obtain spousal consent for loans and
hardship withdrawals from their Pfizer accounts.
(ii) Accounts of Participants for whom NAMIC Accounts are maintained
(i.e., former participants of the NAMIC USA Corporation Profit
Sharing and Incentive Plan) are subject to the QJSA rules with
respect to those accounts.
Optional forms of payment to preserve
(Sections 8.1 and 8.7): Yes
-------
(i) Lump sum withdrawals or distributions from the Pfizer stock fund
can be distributed in shares of Pfizer common stock (with cash in
lieu of any fractional shares) at the Participant's election.
7
(ii) NAMIC Accounts, in addition to the benefit forms described
under Section 8.1 and 8.7, can be distributed as follows:
* Immediate annuity for the life of the Participant, with
a survivor annuity for the Participant's beneficiary
which is 50% of the amount payable during the life of
the Participant.
* Immediate life annuity.
* Other annuity options."
15. The Plan is amended, effective January 1, 1998, to include a new
Schedule C to read as follows:
"SCHEDULE C
SPECIAL 1998 CONTRIBUTION
Pursuant to Section 3.7A(a), during the 1998 Plan Year, the
Participating Employers made a special contribution on behalf of certain
Participants (as listed below) in the amounts as indicated:
Participants Receiving Amount of Special
Special 1998 Contribution 1998 Contribution
------------------------- -----------------
Anderson Connie $1,196.07
Colon Eleanor $702.99
Davis Andrew $3,621.51
Khammanivong Lounh $133.28
Lynch Elizabeth $955.41
Montuori John $59.59
Munoz Mauro $498.25
Murley Joyce $113.59
Ouk Dara $139.34
Panescu Dorin $210.66
Reineck Jean $17.25
Shah Krunal $287.47
Vierra Jean $1,277.98
Zweirs Douglas $3,323.15
Schallehn Marcia $494.02
Lambert Jose $974.21
Miranda Gilbert $1,817.55
Vnuk Theresa $216.67
Bliss Mark $1,123.34
McCoy Michael $936.33
Bautista Amalia $81.91
8
Bean Jr James I $210.87
Born John $861.98
Brennan Eileen F. $181.17
Duran Julio $192.01
Fissenden Lawrence P $176.37
Gomez Boris $188.68
Johnson Jeffrey $624.93
Laguerre Anne G $117.76
Lindberg Berndt E $170.25
Meintsma Kathryn $305.60
Mistry Illa $284.25
Murley Rebecca $85.38
Nguyen Amy N $56.07
Ooley Adam C $90.99
Rooney Robert J. $63.53
Sabic Tereza $27.88
Scouton Patricia A $80.82
Springer James A $76.49
Stewart Jack D $323.88
Sutherlin Todd $487.28
Swenson Gregory $633.79
Teoh Clifford $647.08
Tyburski Karen $337.98
Vanarsdale Timothy L $48.98
Williams Denny L $112.18
Winders Patricia L $61.21
Mack Aggie $135.08
Mendez Rafael $446.86
Brown Roland $554.46
Hanson Ilene A $132.66
Hass Katherine A $123.31
Panuganti Vijayasri $166.80
Pless Nina M $58.07
Nguon Sokha $110.47
Capece Brian $349.39
Hanley Steven $584.17
Duffy James $763.93
Bot Marc $896.45
Bergquist Jonathan $386.20
Croci Steven $3,008.25
Horkey Natasha $105.39
Martinez Lisa $609.11
Quinn Patricia $326.29
Vela Juan $373.92
Wathen Peggy $9.83
Watson Gisela $28.49
White William $19.66
9
Bennett Michael $4,334.80
Caneda Jorge $561.89
Cielinski Carrie $285.85
Duckett Tammie $939.51
Koprowski Janet $2,590.23
Leblanc Ronald $1,521.94
Robertson Tammy $93.24
Schmidt Jennifer $202.93
Singh Sarwesh $440.24
Smith Johnnie $68.57
Stephenson Marie $65.00
Takock Aykham $227.72
Talbot Connie $471.05
Tool Sandra $840.78
Wei Kuo-Shiun $4,630.44
Carrillo Jr. Oscar $703.96
Josef Corazon $382.88
Khao Sarith $232.73
Roberts Barbara $1,278.94
Vennes Robert $2,278.61
Zhong Sheng-Ping $2,054.13
Miller Connie $1,531.31
Miller Paul $1,573.04
Jertson John $266.33
Colonna Douglas $310.94
Markle Charlotte $287.02
Flores Anita $130.32
Oza Paritosh $276.74"
IN WITNESS WHEREOF, Boston Scientific Corporation has caused this
amendment to be executed in its name and on its behalf as of the effective dates
set forth above.
BOSTON SCIENTIFIC CORPORATION
By: /s/ Paul W. Sandman
-----------------------
Paul W. Sandman
Title: Senior Vice President
and General Counsel