Summary
Boston Scientific Corporation (BSX) has filed an 8-K report detailing the approval of new Change in Control Agreements for its executive officers and certain senior management members, effective February 28, 2013. These agreements replace existing ones nearing their three-year term expiration. The primary purpose is to ensure executive retention and provide a structured framework for compensation and benefits in the event of a change in control and subsequent termination. While the core terms remain substantially similar to previous agreements, a notable change is the removal of the "executive allowance" from severance calculations, reflecting the termination of that historical program. The new agreements offer robust severance packages, including a lump sum payment equivalent to three times the executive's base salary and target incentive bonus, prorated bonus, extended benefit coverage, and legal fee reimbursement. They also address the accelerated vesting of equity awards and include standard non-disclosure and non-solicitation clauses.
Key Highlights
- 1Boston Scientific approved new Change in Control Agreements for executives and senior management.
- 2The new agreements are effective February 28, 2013, and have a three-year term.
- 3Severance calculations will no longer include the "executive allowance" due to program termination.
- 4In case of a change in control and qualifying termination, executives are entitled to 3x base salary + target incentive bonus.
- 5Additional severance includes prorated target bonus and continued benefits for up to three years.
- 6Outstanding stock options, restricted stock, and deferred stock units will accelerate vesting upon a change in control and termination.
- 7Agreements include provisions for legal fee reimbursement up to $100,000 in specific dispute scenarios.