form8-k_16982.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): December 14, 2010

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

DELAWARE	1-11083	04-2695240
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

One Boston Scientific Place, Natick, Massachusetts 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.

(d) On December 14, 2010, our Board of Directors, upon the recommendation of the Nominating and Governance Committee, elected Kristina M. Johnson, Ph.D. to the Board of Directors of Boston Scientific effective as of January 1, 2011. Dr. Johnson previously served as a member of our Board of Directors from April 2006 to May 2009 before accepting an appointment as Under Secretary at the U.S. Department of Energy. Dr. Johnson’s term will expire at our next Annual Meeting of Stockholders. The appointment of Dr. Johnson increa ses the size of our Board of Directors to thirteen members. Dr. Johnson has been appointed to serve on the Executive Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors. There are no arrangements or understandings between Dr. Johnson and any other person pursuant to which she was appointed as a director.

In accordance with our non-employee director compensation program, Dr. Johnson will receive our standard director compensation, which includes an annual cash retainer of $75,000 and a restricted stock grant equal to a number of shares of restricted stock determined by dividing $125,000 by the closing price of our common stock on January 3, 2011, the first business day following the effective date of her election. For a more detailed description of our non-employee director compensation program, please see the “Director Compensation” section of our Definitive Proxy Statement on Schedule 14A for our 2010 Annual Meeting of Stockholders, f iled March 26, 2010.

A copy of our press release announcing Dr. Johnson’s appointment is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(e) 1. 2011 Performance Share Program. On December 14, 2010, our Board of Directors, upon the recommendation of the Compensation Committee, approved the adoption of the 2011 Performance Share Program (the “2011 PSP”). Under the 2011 PSP, performance share awards will be granted to our executive officers and certain members of our senior management team in the form of deferred stock units in order to continue placing additional emphasis on creating long-term stockholder value. The performance share a wards granted under our 2011 PSP are one equity vehicle within the overall mix of our long-term incentive program and will be awarded under our 2003 Long Term Incentive Plan which was previously approved by our stockholders. Under the 2011 PSP, performance will be measured in three annual performance cycles comparing our own Total Shareholder Return to the Total Shareholder Return of the companies in the S&P 500 Healthcare Industry Index. Under this program, Total Shareholder Return for each performance cycle will be defined as the change in stock price plus dividends paid during the performance cycle over the beginning stock price for the performance cycle. The stock price for a specific date, for purposes of this calculation, is determined by the average closing stock price for the two calendar months prior to that date. At the end of the three year performance period, final Total Shareholder Return will be calculated using the simple average of the three annual perform ance cycles. Performance share awards will fully vest after the three year period based on meeting performance requirements approved by the Compensation Committee on the date of grant.

A copy of the 2011 PSP, effective as of January 1, 2011, is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

2. Amended and Restated 401(k) Retirement Savings Plan. On December 14, 2010, our Board of Directors, upon the recommendation of our Compensation Committee, approved the amendment and restatement of our 401(k) Retirement Savings Plan effective as of January 1, 2011. The restatement includes certain technical amendments required by the Heroes Earnings Assistance and Relief Tax Act of 2008 and the Worker, Retiree and Employer Recovery Act of 2008 as well as certain adminis trative and clarifying amendments. The restatement incorporates these amendments as well as all previously approved amendments made to the plan from 2001 through 2010.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits (# compensatory plans or arrangements)

Exhibit No.

Description

10.1	Boston Scientific Corporation 2011 Performance Share Program, effective as of January 1, 2011#

99.1	Press Release dated December 20, 2010

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: December 20, 2010	By:	/s/ Vance R. Brown
		Vance R. Brown
		Vice President and Chief Corporate Counsel

Exhibit No.

Description

10.1	Boston Scientific Corporation 2011 Performance Share Program, effective as of January 1, 2011

99.1	Press Release dated December 20, 2010

Boston Scientific Corporation

Performance Share Program (“Program”)

Performance Period January 1, 2011 - December 31, 2013

I.	Purpose of the Program

The purpose of the Program is to align Boston Scientific’s executive compensation program with the interests of shareholders and to reinforce the concept of pay for performance by comparing the Total Shareholder Return (“TSR”) of shares of Boston Scientific Corporation Common Stock (the “Common Stock”) to the TSR of companies included in the S&P 500 Healthcare Index over a three-year period beginning on January 1, 2011.

The Program shall be administered under the Boston Scientific Corporation 2003 Long-Term Incentive Plan (the “2003 LTIP”). Defined terms not explicitly defined in this Program document but defined in the 2003 LTIP shall have the same meaning as in the 2003 LTIP. For covered employees, the 2010 Plan is established under section 4.a.(9) of the Boston Scientific Corporation 2003 Long-Term Incentive Plan and is intended to qualify for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code (“Code”).

Boston Scientific must achieve performance greater than the median TSR of the S&P 500 Healthcare Index for eligible executives to earn the target award under the Program (as set forth in Section III below).

II.	Eligible Participants

The Program covers members of the Executive and Operating Committees on the date that awards are granted under the Program.

The Executive Compensation and Human Resources Committee of the Board of Directors (the “Committee”) may review Program eligibility criteria for participants in the Program from time to time and may revise such criteria at any time, even within a Program year, with or without notice and within its sole discretion.

III.	Performance Share Units

The performance share units granted under the Program (the “Performance Share Units”) shall vest based on the TSR of the Common Stock relative to the TSR of companies in the S&P 500 Healthcare Index. The Common Stock underlying the Performance Share Units awarded under the Program will be granted under the Boston Scientific 2003 LTIP.

The TSR for Boston Scientific and all companies in the S&P 500 Healthcare Index will be measured in three annual Performance Cycles (as defined below) over a three-year period beginning January 1, 2011 and ending on December 31, 2013 (the “Performance Period”).

The final TSR calculation for determination of Performance Share Units that will vest will be the simple average of the TSR as measured based on each of the three annual Performance Cycles.

The Performance Share Units will pay out in shares of Common Stock in a range of 0% to 260% of the target number of Performance Share Units awarded to the participant as follows:

TSR Performance Percentile Rank	Units Vesting
100th Percentile	260%
95th Percentile	240%
80th Percentile	150%
55th Percentile	100%
30th Percentile	50%
Below 30th Percentile	0%

If vesting occurs, the Performance Share Units will pay out linearly between each set of data points.

Following the end of the Performance Period, the Committee shall determine the number of shares of Common Stock earned, which determination shall be final and binding. Shares of Common Stock earned will be delivered or otherwise made available to the participant in 2014, no later than March 15, 2014.

IV.	Total Shareholder Return

The TSR for Boston Scientific and each company in the S&P 500 Healthcare Index shall include any cash dividends paid during the Performance Period and shall be determined as follows:

Total Shareholder Return for each Performance Cycle =

(Change in Stock Price + Dividends Paid) / Beginning Stock Price

Total Shareholder Return for the three-year Performance Period =

Results of (Performance Cycle 1 + Performance Cycle 2 + Performance Cycle 3) / 3

“Beginning Stock Price” means the daily average closing price as quoted on the New York Stock Exchange or the NASDAQ Global Select Market, as applicable, of one (1) share of common stock for the two calendar months prior to the beginning of each Performance Cycle.

“Change in Stock Price” means the difference between the Beginning Stock Price and the Ending Stock Price.

“Dividends Paid” means the total of all cash dividends paid on one (1) share of stock during the applicable Performance Cycle.

“Ending Stock Price” means the daily average closing price as quoted on the New York Stock Exchange or the NASDAQ Global Select Market, as applicable, of one (1) share of common stock for the last two calendar months of the Performance Cycle.

“Performance Cycle” means the annual period commencing each January 1 and ending on December 31 during the Performance Period.

“Performance Cycle 1” is the Performance Cycle during which the Beginning Stock Price is determined as of January 1, 2011 and the Ending Stock Price is determined as of December 31, 2011.

“Performance Cycle 2” is the Performance Cycle during which the Beginning Stock Price is determined as of January 1, 2012 and the Ending Stock Price is determined as of December 31, 2012.

“Performance Cycle 3” is the Performance Cycle during which the Beginning Stock Price is determined as of January 1, 2013 and the Ending Stock Price is determined as of December 31, 2013.

Example: If the Beginning Stock Price for a company was $25.00 per share, and the company paid $2.50 in dividends over the Performance Cycle, and the Ending Stock Price was $30.00 per share (thereby making the Change in Stock Price $5.00 ($30.00 minus $25.00)), then the TSR for that company would be thirty percent (30%). The calculation is as follows: 0.30 = ($5.00 + $2.50) / $25.00

V.	Calculation of Percentile Performance

Following the calculation of the TSR for the Performance Period for Boston Scientific and each of the companies in the S&P 500 Healthcare Index, Boston Scientific and the companies in the S&P 500 Healthcare Index will be ranked, in order of maximum to minimum, according to their respective TSR for the Performance Period.

After this ranking, the percentile performance of Boston Scientific as compared to the other companies in the S&P 500 Healthcare Index shall be determined by the following formula:

“P” represents the percentile performance which will be rounded, if necessary, to the nearest whole percentile by application of standard scientific rounding conventions.

“N” represents the number of companies in the S&P 500 Healthcare Index, including Boston Scientific.

“R” represents Boston Scientific’s ranking versus the other companies in the S&P 500 Healthcare Index.

Example: If Boston Scientific ranked 10th out of 54 companies, the performance will be in the 83rd percentile.

This calculation is as follows: 0.83 = 1 – (10 – 1) / (54 – 1)

VI.	S&P 500 Healthcare Index

The companies currently included in the S&P 500 Healthcare Index can be found in Appendix A attached hereto.

Only companies in the S&P 500 Healthcare Index for an entire performance cycle will be used to determine TSR percentile rank.

If two companies in the S&P 500 Healthcare Index merge, the surviving company shall remain in the S&P 500 Healthcare Index.

If a company in the S&P 500 Healthcare Index merges with, or is acquired by, a company that is not in the S&P 500 Healthcare Index, and the company in the S&P 500 Healthcare Index is the surviving company, then the surviving company shall be included in the S&P 500 Healthcare Index.

If a company in the S&P 500 Healthcare Index merges with, or is acquired by, a company that is not in the S&P 500 Healthcare Index, and the company in the S&P 500 Healthcare Index is not the surviving company or the surviving company is no longer publicly traded, then the surviving company shall not be included in the S&P 500 Healthcare Index.

Notwithstanding the foregoing, if a company in the S&P 500 Healthcare Index ceases to be listed in the Healthcare Sector under the Standard & Poor’s Global Industry Classification Standard (GICS) at anytime during the Performance Period (including after a merger, acquisition or other business transaction described above), then it shall not be included in the S&P 500 Healthcare Index.

VII.	Payment Criteria

A participant must be employed by Boston Scientific on December 31, 2013 to be eligible to receive the full award under the Program. Except as set forth below with respect to a Change in Control or termination of employment as a result of Retirement, death, or Disability, no Performance Share Units shall vest prior to December 31, 2013. Participants on military, sick or other bona fide leave of absence on December 31, 2013 will not be deemed to have terminated employment with Boston Scientific if such absence does not exceed 180 days or, if longer, if the participant retains the right by statute or by contract to return to employment with Boston Scientific.

If a participant’s employment with Boston Scientific terminates before the end of the Performance Period, any unvested Performance Share Units shall be forfeited on the effective date of the termination of employment, except in connection with Retirement, death, Disability or upon a Change in Control as outlined below.

Upon a Change in Control or if a participant’s employment terminates due to Retirement, death, or Disability after the end of Performance Cycle 1 (December 31, 2011) but prior to the end of the Performance Period, the Performance Share Units shall remain outstanding and shares of Common Stock shall be issued within 90 days of the Change in Control or termination and on a prorated basis in accordance with Section III but using the date of the participant’s termination of employment (as described below). The number of prorated shares to be issued to the participant, if any, will be approved by the Committee at its next regular meeting.

The number of shares to be issued on a prorated basis shall be determined as follows: (# Performance Share Units awarded) * ((# of months worked during the Performance Period, rounded to nearest whole month) / 36). This result will be multiplied by either the Performance

Cycle 1 percentile performance funding amount (as calculated according to the chart in Section III) if the date of the Change in Control or the participant’s termination of employment due to Retirement, death, or Disability is in Performance Cycle 2 or the average of the Performance Cycle 1 and Performance Cycle 2 percentile performance funding amount (as calculated according to the chart in Section III), if the date of the Change in Control or the date participant’s employment is terminated due to Retirement, death or Disability is in Performance Cycle 3.

VIII.

Termination, Suspension or Modification and Interpretation of the Program

The Committee has sole authority over administration and interpretation of the Program and retains its right to exercise discretion as it sees fit, except that, with respect to covered employees, the Committee shall have no discretion to increase the number of shares of Common Stock earned above the amount payable in accordance with Section III. The Committee may terminate, suspend or modify and if suspended, may reinstate with or without modification all or part of the Program at any time, with or without notice to the participant. The Committee reserves the exclusive right to determine eligibility to participate in this Program and to interpret all applicable terms and conditions, including eligibility criteria.

IX.

Other

This document sets forth the terms of the Program and is not intended to be a contract or employment agreement between the participant and Boston Scientific. As applicable, it is understood that both the participant and Boston Scientific have the right to terminate the participant’s employment with Boston Scientific at any time, with or without cause and with or without notice, in acknowledgement of the fact that their employment relationship is “at will.”

To the extent section 409A of the Internal Revenue Code (“Code”) applies to any award under this Program, the award shall be interpreted in a manner consistent with Code section 409A. Where section 409A applies, in the case of any payment made on termination of employment, a termination of employment shall not be deemed to have occurred unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” Where section 409A applies, in the case of a payment made upon a Change In Control, a Change In Control shall not be deemed to have occurred unless there is a change in the ow nership or effective control of Boston Scientific, or in the ownership of a substantial portion of the assets of Boston Scientific, as defined in Code section 409A. Where required by section 409A in the case of a specified employee, payments on termination shall be made on the first business day of the seventh month following termination.

BOSTON SCIENTIFIC ANNOUNCES ELECTION OF DR. KRISTINA M. JOHNSON

TO ITS BOARD OF DIRECTORS

Natick, MA (December 20, 2010) -- Boston Scientific Corporation (NYSE: BSX) today announced that the Company’s Board of Directors has elected Kristina M. Johnson, Ph.D., as a Director, effective January 1, 2011. Dr. Johnson previously served as a Director of Boston Scientific before accepting an appointment in 2009 as Under Secretary at the U.S. Department of Energy.

Prior to her appointment as Under Secretary, Dr. Johnson was Provost and Senior Vice President for Academic Affairs at The Johns Hopkins University. Previously, she served as Dean of the Pratt School of Engineering at Duke University. She has held positions as a full professor in the Electrical and Computer Engineering Department, University of Colorado-Boulder, and Director of the National Science Foundation Engineering Research Center for Optoelectronics Computing Systems. Dr. Johnson has served as a director of AES Corporation, Minerals Technologies, Inc. and Nortel Networks Corporation.

Dr. Johnson received B.S., M.S. and Ph.D. degrees in electrical engineering from Stanford University. She was a Fulbright Faculty Scholar in the Department of Electrical Engineering at the University of Edinburgh, and a NATO Post-Doctoral Fellow at Trinity College, Dublin. Dr. Johnson has been recognized with numerous awards for her many contributions to engineering, including the John Fritz Medal, which is widely considered the highest award in the engineering profession. Previous recipients include Alexander Graham Bell, Thomas Edison and Orville Wright.

“We are very pleased to welcome Dr. Johnson back to Boston Scientific,” said Pete Nicholas, Chairman of the Boston Scientific Board of Directors. “She is a distinguished leader with a broad range of expertise in science, technology, business, education and government. We are extremely fortunate to have someone of her intellect, talent and experience as a member of our Board.”

With the election of Dr. Johnson, the Boston Scientific Board of Directors increases to 13 members.

About Boston Scientific

Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a broad range of interventional medical specialties. For more information, please visit: www.bostonscientific.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our leadership and corporate governance. If our underlying assumptions turn out to be incorrect, or if c ertain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Factors that may cause such differences include, among other things: future economic, competitive, reimbursement and regulatory conditions; new product introductions; demographic trends; intellectual property; litigation; financial market conditions; and, future business decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

CONTACT:

Paul Donovan

508-650-8541 (office)

508-667-5165 (mobile)

Media Relations

Boston Scientific Corporation

Larry Neumann

508-650-8696 (office)

Investor Relations

Boston Scientific Corporation

Sean Wirtjes

508-652-5305 (office)

Investor Relations

Boston Scientific Corporation