EXHIBIT 10.1
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BOSTON SCIENTIFIC CORPORATION
401(K) RETIREMENT SAVINGS PLAN
FORM OF THIRD AMENDMENT
Pursuant to Section 10.1 of the Boston Scientific Corporation 401(k)
Retirement Savings Plan as amended and restated effective January 1, 2001 (the
"Plan"), and as further amended from time to time, Boston Scientific Corporation
hereby amends the Plan as follows:
1. Effective July 1, 2004, Section 2.1 is amended by deleting such
Section in its entirety and substituting the following:
"2.1 DATE OF PARTICIPATION.
(a) Any individual who was a Participant on June 30, 2004 and
is an Eligible Employee on July 1, 2004 will, subject to Section 2.2,
continue to be a Participant.
(b) Any other individual will become a Participant on the
Entry Date coinciding with or next following the latest of
(1) July 1, 2004;
(2) the date on which he or she becomes an Eligible
Employee;
(3) the date on which he or she attains age 18; and
(4) the 30th day after the date he or she completes
an Hour of Service;
provided that (i) he or she is an Eligible Employee on such Entry Date
and (ii) he or she has in effect on such Entry Date a compensation
reduction authorization described in Section 3.2 which was submitted in
the manner prescribed by the Committee. Unless otherwise provided by
the Committee, an Employee who has satisfied the requirements of (1),
(2), (3) and (4) above, but who has failed to satisfy the requirements
of (i) or (ii) above, will become a Participant on the first Entry Date
coinciding with or next following the date on which the requirements of
both (i) and (ii) are satisfied. Notwithstanding the foregoing, an
Employee who has satisfied the requirements of (2) and (3) above, but
has not satisfied the other requirements of this subsection (b) will
become a Participant on the date that a Special Discretionary
Contribution is made to the Plan on his or her behalf pursuant to
Section 3.14.
(c) Unless otherwise provided in Schedule B, in the event the
Plan Sponsor acquires a business of another employer, through an
acquisition of either assets or stock, an Employee who was employed by
such other employer immediately prior to such acquisition shall have
his or her prior service with such other employer taken into account,
as if it were service with an Affiliated Employer, for purposes of
(b)(4) above and Section 14.14(b).
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(d) An Employee who, immediately before becoming an Eligible
Employee, has a contribution agreement in effect with an Affiliated
Employer under a separate plan described in section 401(k) of the Code
shall become a Participant on the payroll date coinciding with or next
following the date he or she becomes an Eligible Employee, provided
that he or she has a compensation reduction authorization in effect on
such payroll date."
2. Effective January 1, 2005, Section 3.3 is amended by deleting such
Section in its entirety and substituting the following:
"3.3 MATCHING CONTRIBUTIONS.
(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 Contribution made by a Participating
Employer for the period shall be equal to (i) 200% of the Elective
Contributions made on behalf of the Participant for the period which do
not exceed 2% of the Participant's Compensation for the period, plus
(ii) 50% of the Elective Contributions made on behalf of the
Participant for the period which exceed 2% but do not exceed 6% of the
Participant's Compensation for the period. For purposes of this Section
3.3, catch-up Elective Contributions described in Section 3.1 shall not
be taken into account.
(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) 200% of the Participant's Elective
Contributions for such Plan Year which do not exceed 2% of the
Participant's Compensation for such Plan Year plus 50% of the
Participant's Elective Contributions for such Plan Year which exceed 2%
but do not exceed 6% of the Participant's Compensation for such Plan
Year, and (2) 6% of such Participant's Compensation for 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 January 1, 2004, Article 3 is amended by adding a new
Section 3.14 which reads in its entirety as follows:
"3.14 SPECIAL DISCRETIONARY CONTRIBUTION. For the Plan Year ending on
December 31, 2004, the Participating Employers shall contribute to the Plan a
Discretionary Contribution solely in accordance with this Section 3.14,
notwithstanding any provision in Section 3.4 to the contrary (such Discretionary
Contribution made pursuant to this Section to be referred to as the "Special
Discretionary Contribution").
(a) The Special Discretionary Contribution shall be made in
cash and shall be credited to the Accounts of Employees who:
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(i) are Eligible Employees on the last day of the
Plan Year, or
(ii) have ceased to be Eligible Employees during the
Plan Year by reason of severance from employment after
attaining age 62 or on account of death or Disability;
provided, however, that each such Employee (x) satisfies the age
requirement of Section 2.1(b)(3) as of the last day of the Plan Year
(or satisfied such age requirement as of the date of death, severance
from employment, or Disability, if applicable under clause (ii) of this
sentence), and (y) is not a nonresident alien who has no United States
source income.
(b) The amount of any such Special Discretionary Contribution
to be allocated and credited to the Discretionary Contribution Account
of each Employee described in subsection (a) of this Section 3.14 shall
be determined according to the following formula:
3% x C x Y
where C means such Employee's Compensation for the Plan Year ending on
December 31, 2004, and Y means one-twelfth of the Employee's number of
complete months of service with an Affiliated Employer, determined at
the close of the Plan Year ending on December 31, 2004. For purposes of
determining an Employee's months of service under the immediately
preceding sentence, an Employee who was employed by a business or
employer that the Plan Sponsor acquired through the acquisition either
of assets or stock shall have his or her prior service with such other
employer taken into account as if it were service with an Affiliated
Employer, provided that such Employee was employed by such other
employer immediately prior to such acquisition. The amount allocated
hereunder to any Employee shall be reduced to the extent necessary to
satisfy the limitation of Section 11.2, and to prevent the allocation
from exceeding $41,000, and the excess shall not be reallocated to any
other Employee."
4. Effective January 1, 2004, subsection (c) of Section 14.8 is amended
by adding the following sentence at the end thereof:
"Notwithstanding the foregoing provisions of this subsection (c),
solely for purposes of allocating the Special Discretionary
Contribution under Section 3.14 for the Plan Year ending December 31,
2004, Compensation shall not include commissions actually paid to any
Employee for such Plan Year, but shall include an amount equal to the
average annual aggregate commissions paid to any Employee for the three
Plan Years ending in 2002, 2003, and 2004."
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IN WITNESS WHEREOF, Boston Scientific Corporation has caused this
amendment to be executed in its name and on its behalf this ___ day of
___________, 2004.
BOSTON SCIENTIFIC CORPORATION
By: __________________________
Title: _______________________
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