Attached files
| file | filename |
|---|---|
| EX-10.1 - AGREEMENT AND GENERAL RELEASE - BOSTON SCIENTIFIC CORP | exhibit10-1_16802.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): April 23, 2010
BOSTON
SCIENTIFIC CORPORATION
(Exact
name of registrant as specified in charter)
|
DELAWARE
|
1-11083
|
04-2695240
|
|
(State
or other
|
(Commission
|
(IRS
employer
|
|
jurisdiction
of
|
file
number)
|
identification
no.)
|
|
incorporation)
|
|
One Boston Scientific
Place, Natick, Massachusetts
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01760-1537
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number, including area code: (508) 650-8000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
ITEM
5.02.
|
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
|
On April
23, 2010, we announced internally that Fredericus A. Colen, the Company’s
Executive Vice President and Chief Technology Officer and one of our named
executive officers, is retiring from the Company effective June 30, 2010 for
family reasons.
As a
member of our Executive Committee, Mr. Colen will receive benefits under our
Executive Retirement Plan (the “Plan”) equal to 2.5 months salary for each year
of his over 10 years of service, or $1,358,750. Mr. Colen’s separation also
qualifies as a Retirement under our Long-Term Incentive Plans. As a
result, unvested stock options and deferred stock units will vest upon his
Retirement. Mr. Colen will also receive an executive allowance under
our Executive Allowance Plan prorated through his retirement date equal to
$12,500.
In
addition, pursuant to an Agreement and General Release of All Claims (the
“Agreement”), Mr. Colen will receive a lump sum payment equal to his annual base
salary of $600,000 shortly after June 30, 2010, and will be eligible to receive
a prorated 2010 bonus of up to 70% of his current annual base salary under our
2010 Performance Incentive Plan. Mr. Colen will also receive
reimbursement of relocation expenses incurred in connection with his previously
anticipated relocation to Massachusetts of approximately $40,000, including a
tax gross-up, plus certain expenses incurred in connection with the cost of
moving personal goods to Florida. Mr. Colen will also receive
outplacement services not to exceed $25,000.
Mr.
Colen’s Agreement contains customary confidentiality, nonsolicitation,
noncompetition, nondisparagement, tax withholding and release
provisions.
A form of
the Agreement is attached hereto as Exhibit 10.1 and the summary of the
Agreement contained herein is qualified in its entirety by the full text of the
Agreement.
.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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|
Exhibit
Number
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Description
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10.1
|
Form
of Agreement and General Release of All Claims between Fredericus A. Colen
and Boston Scientific Corporation dated April 23,
2010.
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SIGNATURE
Pursuant to the requirements of the
Securities and Exchange Act of 1934, as amended, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| BOSTON SCIENTIFIC CORPORATION | |||
|
Date: April
23, 2010
|
By:
|
/s/ Lawrence J. Knopf | |
| Lawrence J. Knopf | |||
| Senior Vice President and Deputy General Counsel | |||
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INDEX
TO EXHIBITS
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Exhibit No.
|
Description |
|
10.1
|
Form
of Agreement and General Release of All Claims between Fredericus A. Colen
and Boston Scientific Corporation dated April 23,
2010.
|
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