ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(i) 2021 Annual Bonus Plan
On
As part of the Company's overall compensation program, the 2021 Annual Bonus Plan provides an annual cash incentive opportunity for eligible salaried personnel (including the Company's named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics. The 2021 Annual Bonus Plan provides:
•for a single bonus pool (the "Total Annual Bonus") that will be based on the Company's performance measured against achievement of corporate-level performance goals for adjusted earnings per share, global sales on a constant currency basis, and human capital metrics, as well as attainment of quality goals;
•the Total Annual Bonus, as operated, will have a ceiling of 150% of the Aggregate Annual Target, with the Board having discretion to terminate, suspend or modify the plan and to reduce the Total Annual Bonus based on the Company's performance relative to its quality objectives and performance of its quality systems;
•the Total Annual Bonus will be allocated among corporate, global operations and
each participating business, regional and country unit (each, a "participating
unit") based on each participating unit's overall and relative performance
measured against its achievement of that unit's predetermined "Scorecard"
performance metrics and goals and taking into consideration, as appropriate,
other factors; such allocation will be a percentage of the annual bonus pool
target for each participating unit (representing the total target annual bonuses
of all eligible employees for the year within that unit) (each such allocated
amount, an "
•the
Awards to certain executive officers under the 2021 Annual Bonus Plan are subject to the Company's recoupment policy, which provides that, to the extent permitted by law, the Company may seek reimbursement of a bonus award in the event of an executive officer's misconduct or gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company. The Company may also seek reimbursement of a bonus award if there is a restatement of the Company's financial results that would have reduced a previously granted bonus award's size or payment. The amount to be recouped would be the amount of any such reduction. Finally, if the Company determines that it is required by law to apply a "clawback" or alternate recoupment provision to a bonus award, under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") or otherwise, then such clawback or recoupment provision also will apply to the bonus award, as applicable, as if it had been included on the date the 2021 Annual Bonus Plan was established.
This description of the 2021 Annual Bonus Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such plan. A copy of the 2021 Annual Bonus Plan is included in this filing as Exhibit 10.1 and incorporated herein by reference.
(ii) 2021 Performance Share Programs
On
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misconduct or gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company. In addition, if the Company determines that it is required by law to apply a "clawback" or alternate recoupment provision to a performance share award, under the Dodd-Frank Act or otherwise, then such clawback or recoupment provision also will apply to the performance share award, as applicable, as if it had been included on the date the performance share award was granted.
(A) 2021 Total Shareholder Return Performance Share Program
The purpose of the 2021 TSR PSP is to align the Company's executive compensation
program with the interests of stockholders and to reinforce the concept of pay
for performance by comparing the Total Shareholder Return ("TSR") of the
Company's common stock to the TSR of the other companies included in the S&P 500
Healthcare Index over a three-year period beginning on
This description of the 2021 TSR PSP does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such program. A copy of the 2021 TSR PSP is included in this filing as Exhibit 10.2 and incorporated herein by reference.
(B) 2021 Free Cash Flow Performance Share Program
The purpose of the 2021 FCF PSP is to align the Company's executive compensation
program with the interests of stockholders and to reinforce the concept of pay
for performance by providing incentives for the achievement of key business
performance objectives critical to its success. Under the 2021 FCF PSP,
performance will be measured by comparing the Company's free cash flow for the
one-year period beginning on
This description of the 2021 FCF PSP does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such program. A copy of the 2020 FCF PSP is included in this filing as Exhibit 10.3 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit No. Description Boston Scientific Corporation 2021 Annual Bonus Plan, effective as of 10.1* January 1, 2021. Boston Scientific Corporation 2021 Total Shareholder Return Performance 10.2* Share Program . Boston Scientific Corporation 2021 Free Cash Flow Performance Share 10.3* Program . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Documents filed or furnished with this report.
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