Who has been appointed to the Board of Directors and what are their initial responsibilities?

Nelda J. Connors was elected to the Board of Directors, effective December 15, 2009. She has been appointed to serve on the Finance Committee and the Compliance and Quality Committee.

What are the key changes to executive compensation for 2010?

Boston Scientific approved the "2010 Performance Incentive Plan" (2010 PIP) which provides annual cash incentives based on performance metrics, and the "2010 Performance Share Program" (2010 PSP) which grants deferred stock units to executive officers and senior management based on relative Total Shareholder Return compared to the S&P 500 Healthcare Industry Index over three-year performance cycles.

How have the Change in Control Agreements for executives been modified?

The new Change in Control Agreements replace existing Retention Agreements. Key modifications include the elimination of tax gross-ups, a limitation on payment amounts to avoid excise taxes, a defined three-year term, a double trigger for equity acceleration, and a revised definition of "Good Reason." Executives agreeing to these new terms will receive a grant of stock options.

Are there any changes to the company's retirement or employee stock plans?

Yes, amendments have been approved for the 401(k) Retirement Savings Plan, the Guidant Retirement Plan, and the Global Employee Stock Ownership Plan (GESOP). These amendments are primarily to comply with technical requirements mandated by the Pension Protection Act (PPA), the Heroes Earnings Assistance and Relief Tax Act (HEROES Act), the Worker, Retiree and Employer Recovery Act (WRERA), and new IRS regulations for employee stock purchase plans.

BSX 8-K: Leadership Changes

Summary

Boston Scientific Corporation filed an 8-K on December 21, 2009, detailing several significant corporate governance and executive compensation changes approved by its Board of Directors on December 15, 2009. A key development was the election of Nelda J. Connors to the Board of Directors, expanding its size to fourteen members. Ms. Connors will serve on the Finance Committee and the Compliance and Quality Committee, receiving standard non-employee director compensation. This appointment signals an effort to strengthen board oversight and expertise. Furthermore, the company introduced new executive compensation plans and agreements designed to align executive pay with shareholder value and ensure compliance with evolving regulations. This includes the "2010 Performance Incentive Plan" and the "2010 Performance Share Program," focusing on achieving specific performance metrics and enhancing long-term shareholder returns through equity-based incentives. The company also updated its "Change in Control Agreements" for executive officers, modifying terms related to payments and equity acceleration to better align with shareholder interests and tax regulations, while offering stock options as consideration for executives transitioning to these new agreements.

Key Highlights

1Appointment of Nelda J. Connors to the Board of Directors, increasing the board size to 14 members.
2Ms. Connors appointed to the Finance Committee and the Compliance and Quality Committee.
3Election of Ms. Connors as a non-employee director includes a $75,000 cash retainer and a restricted stock grant valued at $125,000.
4Approval of the "2010 Performance Incentive Plan" (2010 PIP) for eligible salaried personnel, effective January 1, 2010, with a tiered performance target structure for bonus opportunities.
5Establishment of the "2010 Performance Share Program" (2010 PSP) for executive officers and senior management, focusing on long-term shareholder value creation through performance share awards measured against the S&P 500 Healthcare Industry Index's Total Shareholder Return.
6New "Change in Control Agreements" approved for executive officers, replacing existing Retention Agreements, with modified terms including elimination of tax gross-ups and a double trigger on equity acceleration.
7Amendments to the company's 401(k) Retirement Savings Plan, Guidant Retirement Plan, and Global Employee Stock Ownership Plan to comply with new tax legislation (Pension Protection Act, HEROES Act, WRERA) and IRS regulations.

BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Dec 21, 2009)

Summary

Key Highlights

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