Edwards Lifesciences Corp (Form: 10-Q, Received: 05/09/2011 16:11:41)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2011
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-15525

EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)


Delaware		36-4316614
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Edwards Way, Irvine, California		92614
(Address of principal executive offices)		(Zip Code)
(949) 250-2500 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares outstanding of the registrant's common stock, $1.00 par value, as of April 30, 2011 was 114,679,094.

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EDWARDS LIFESCIENCES CORPORATION

FORM 10-Q
For the quarterly period ended March 31, 2011

TABLE OF CONTENTS

		Page Number

Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Operations	2
	Consolidated Condensed Statements of Cash Flows	3
	Notes to Consolidated Condensed Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 6.	Exhibits	27
Signature		28
Exhibits		29

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Part I. Financial Information

Item 1. Financial Statements

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(in millions, except par value; unaudited)

			March 31, 2011			December 31, 2010

ASSETS
Current assets
	Cash and cash equivalents		$	433.8		$	396.1
	Accounts and other receivables, net of allowances of $12.8 and $11.6, respectively			354.2			302.5
	Inventories, net (Note 3)			217.7			203.6
	Deferred income taxes			56.0			51.9
	Prepaid expenses			42.7			35.4
	Other current assets			45.9			43.1

		Total current assets		1,150.3			1,032.6
Property, plant and equipment, net				274.3			269.8
Goodwill (Note 4)				349.9			315.2
Other intangible assets, net (Note 5)				76.3			67.1
Investments in unconsolidated affiliates (Note 6)				27.3			25.0
Deferred income taxes				41.0			44.5
Other assets				12.0			13.0

			$	1,931.1		$	1,767.2

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable and accrued liabilities		$	295.7		$	296.0
	Short-term debt			149.5			41.8

		Total current liabilities		445.2			337.8

Other long-term liabilities				128.1			121.2

Commitments and contingencies (Note 11)
Stockholders' equity
	Preferred stock, $.01 par value, authorized 50.0 shares, no shares outstanding			—			—
	Common stock, $1.00 par value, 350.0 shares authorized, 117.7 and 117.0 shares issued, and 114.8 and 115.0 shares outstanding, respectively			117.7			117.0
	Additional paid-in capital			246.0			211.3
	Retained earnings			1,187.9			1,124.0
	Accumulated other comprehensive loss			(15.5	)		(42.1	)
	Treasury stock, at cost, 2.9 and 2.0 shares, respectively			(178.3	)		(102.0	)

		Total stockholders' equity		1,357.8			1,308.2

			$	1,931.1		$	1,767.2

The accompanying notes are an integral part of these
consolidated condensed financial statements.

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EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in millions, except per share information; unaudited)

			Three Months Ended March 31,

			2011			2010
Net sales			$	404.5		$	340.5
	Cost of goods sold			116.8			98.6

Gross profit				287.7			241.9
	Selling, general and administrative expenses			150.3			134.0
	Research and development expenses			59.0			45.2
	Interest expense, net			—			0.2
	Other income, net			(6.2	)		(3.0	)

Income before provision for income taxes				84.6			65.5
	Provision for income taxes			20.7			17.8

Net income			$	63.9		$	47.7

Share information (Note 13)
	Earnings per share:
		Basic	$	0.56		$	0.42
		Diluted	$	0.53		$	0.40
	Weighted-average number of common shares outstanding:
		Basic		114.9			113.2
		Diluted		120.5			119.0

The accompanying notes are an integral part of these
consolidated condensed financial statements.

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EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

				Three Months Ended March 31,

				2011			2010
Cash flows from operating activities
	Net income			$	63.9		$	47.7
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation and amortization			14.5			14.0
		Stock-based compensation (Note 10)			7.7			7.5
		Excess tax benefit from stock plans			(15.2	)		(19.2	)
		Deferred income taxes			1.5			2.7
		Other			(4.5	)		(3.1	)
	Changes in operating assets and liabilities:
		Accounts and other receivables, net			(34.9	)		(15.6	)
		Inventories, net			(5.9	)		(13.2	)
		Accounts payable and accrued liabilities			(9.0	)		(14.8	)
		Prepaid expenses and other current assets			(5.6	)		1.7
		Other			2.4			5.3

			Net cash provided by operating activities		14.9			13.0

Cash flows from investing activities
	Capital expenditures				(13.9	)		(8.0	)
	Acquisition (Note 4)				(42.6	)		—
	Proceeds from unconsolidated affiliates, net				5.0			1.2
	Investments in intangible assets				(0.3	)		(1.2	)
	Proceeds from sale of assets				—			2.1
	Investments in trading securities, net				(0.7	)		(0.6	)

			Net cash used in investing activities		(52.5	)		(6.5	)

Cash flows from financing activities
	Proceeds from issuance of debt				110.5			104.5
	Payments on debt				(5.2	)		(64.4	)
	Purchases of treasury stock				(75.8	)		(98.0	)
	Proceeds from stock plans				13.2			33.3
	Excess tax benefit from stock plans				15.2			19.2
	Other				1.6			(1.0	)

			Net cash provided by (used in) financing activities		59.5			(6.4	)

Effect of currency exchange rate changes on cash and cash equivalents					15.8			(13.0	)

			Net increase (decrease) in cash and cash equivalents		37.7			(12.9	)
Cash and cash equivalents at beginning of period					396.1			334.1

Cash and cash equivalents at end of period				$	433.8		$	321.2

The accompanying notes are an integral part of these
consolidated condensed financial statements.

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1. BASIS OF PRESENTATION

The accompanying interim consolidated condensed financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the consolidated financial statements and notes included in Edwards Lifesciences Corporation's Annual Report on Form 10-K for the year ended December 31, 2010. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted.

In the opinion of management of Edwards Lifesciences Corporation ("Edwards Lifesciences" or the "Company"), the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

Recently Adopted Accounting Standards

In October 2009, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on revenue recognition to require companies to allocate revenue in arrangements involving multiple deliverables based on estimated selling price in the absence of vendor-specific objective evidence or third-party evidence of selling price for the deliverables. The guidance was also amended to eliminate the requirement that all undelivered elements must have objective and reliable evidence of fair value before a company can recognize the portion of the overall arrangement fee that is attributable to items that have already been delivered. The guidance was effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In April 2010, the FASB issued an amendment to the accounting guidance on revenue recognition to provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. Consideration that is contingent upon achievement of a milestone in its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The guidance was effective for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In December 2010, the FASB issued an amendment to the accounting guidance on business combinations to clarify the acquisition date that should be used for reporting pro forma financial information disclosures when comparative financial statements are presented. An entity is required to disclose pro forma revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The guidance also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The guidance was effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

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2. SPECIAL CHARGES, NET

Realignment Expenses, net

In December 2010, the Company recorded a $7.2 million charge related primarily to severance expenses associated with a global workforce realignment impacting 84 employees. As of March 31, 2011, the Company's remaining severance obligations of $3.0 million are expected to be substantially paid by December 2011.

3. INVENTORIES, NET

Inventories, net of reserves, consisted of the following (in millions):

	March 31, 2011		December 31, 2010

Raw materials	$	40.8	$	38.2
Work in process		50.9		39.0
Finished products		126.0		126.4

	$	217.7	$	203.6

4. ACQUISITION

On March 11, 2011, the Company acquired all the outstanding shares of Embrella Cardiovascular, Inc. ("Embrella"), including shares already owned by the Company, for an aggregate cash purchase price of $42.6 million. In connection with the acquisition, the Company placed $4.5 million of the purchase price into escrow to satisfy any claims for indemnification made in accordance with the terms of the merger agreement. Any remaining funds will be disbursed to Embrella's former shareholders one year after the acquisition date. Acquisition-related costs of $0.9 million were recorded in " Other Income, net. "

Embrella is a start-up medical device company developing a device for cerebral embolic protection during cardiovascular procedures. The acquisition provides the Company with full rights to develop and commercialize Embrella's embolic deflector system, designed to be used as a protective shield during transcatheter heart valve procedures. The acquisition was accounted for as a business combination. The purchase price was allocated to tangible and intangible assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill. The Company is in the process of finalizing its purchase price allocation; therefore the amounts reflected below are subject to change. The following table summarizes the preliminary allocation of the purchase price (in millions):


Goodwill	$	34.7
In-process research and development ("IPR&D")		6.3
Developed technology		5.8
Deferred income taxes		(4.2	)

	$	42.6

Goodwill includes expected synergies and other benefits the Company believes will result from the acquisition. The Company is currently determining what portion, if any, of the goodwill may be deductible for tax purposes. IPR&D has been capitalized at fair value as an intangible asset with an indefinite life and will be assessed for impairment in subsequent periods. The fair value of the IPR&D was determined using the income approach. This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return. Upon completion of development, the underlying research and development intangible asset will be amortized over its

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estimated useful life. Developed technology assets are being amortized over a weighted-average useful life of 8 years.

Prior to the acquisition date, the Company owned approximately 9% of the fully-diluted outstanding shares of Embrella. As a result of the acquisition, the Company remeasured its previously held ownership in Embrella, which had a carrying value of $1.3 million at the date of acquisition, at fair value and accordingly recognized a gain of $3.1 million. The gain was recorded in " Other Income, net " during the quarter ended March 31, 2011, and the cash received was recorded in " Proceeds from Unconsolidated Affiliates, net " on the consolidated condensed statements of cash flows. The fair value of the Company's previous ownership interest in Embrella was determined using a market approach considering the amounts paid to acquire the remaining outstanding shares of Embrella.

The results of operations for Embrella have been included in the accompanying consolidated condensed financial statements from the date of acquisition. Pro forma results have not been presented as the results of Embrella are not material in relation to the consolidated financial statements of the Company.

5. OTHER INTANGIBLE ASSETS

Other intangible assets consisted of the following (in millions):

		March 31, 2011							December 31, 2010

		Cost		Accumulated Amortization			Net Carrying Value		Cost		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets
	Patents	$	204.3	$	(151.3	)	$	53.0	$	203.0	$	(147.8	)	$	55.2
	Unpatented technology		40.9		(30.2	)		10.7		35.0		(29.6	)		5.4
	Other		12.7		(6.4	)		6.3		12.4		(5.9	)		6.5

			257.9		(187.9	)		70.0		250.4		(183.3	)		67.1

Unamortizable intangible assets
	IPR&D		6.3		—			6.3		—		—			—

		$	264.2	$	(187.9	)	$	76.3	$	250.4	$	(183.3	)	$	67.1

In March 2011, the Company completed its acquisition of Embrella (see Note 4). This transaction resulted in a net increase to unpatented technology of $5.8 million and IPR&D of $6.3 million.

The net carrying value of patents includes $16.1 million of capitalized legal costs related to the defense and enforcement of issued patents and trademarks for which success is deemed probable as of March 31, 2011.

Amortization expense related to other intangible assets was $4.2 million and $4.1 million for the three months ended March 31, 2011 and 2010, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions):


2011	$	15.6
2012		14.5
2013		14.4
2014		12.6
2015		10.5

The Company expenses costs incurred to renew or extend the term of acquired intangible assets.

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6. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

The Company has a number of equity investments in privately and publicly held companies. Investments in these unconsolidated affiliates are as follows:

			March 31, 2011			December 31, 2010

			(in millions)
Available-for-sale investments
	Cost		$	4.1		$	4.1
	Unrealized gains			6.0			3.6

		Fair value of available-for-sale investments		10.1			7.7

Equity method investments
	Cost			12.1			11.5
	Equity in losses			(0.9	)		(1.5	)

		Carrying value of equity method investments		11.2			10.0

Cost method investments
	Carrying value of cost method investments			6.0			7.3

Total investments in unconsolidated affiliates			$	27.3		$	25.0

There were no sales of available-for-sale investments during the three months ended March 31, 2011 and 2010. In March 2011, the Company acquired all of the outstanding shares of Embrella, which was accounted for as a cost method investment prior to the acquisition. As a result, the Company has consolidated Embrella as of the acquisition date. See Note 4 for additional information.

7. FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

The consolidated condensed financial statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. Financial instruments of the Company consist of cash deposits, accounts and other receivables, investments in unconsolidated affiliates, accounts payable, certain accrued liabilities and borrowings under a revolving credit agreement. The carrying value of these financial instruments generally approximates fair value due to their short-term nature.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Company prioritizes the inputs used to determine fair values in one of the following three categories:


		Level 1—Quoted market prices in active markets for identical assets or liabilities.
		Level 2—Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly.
		Level 3—Unobservable inputs that are not corroborated by market data.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company's financial instruments which are measured at fair value on a recurring basis (in millions):

March 31, 2011		Level 1		Level 2		Level 3		Total

Assets
	Investments held for executive deferred compensation plan	$	16.0	$	—	$	—	$	16.0
	Investments in unconsolidated affiliates		10.1		—		—		10.1

		$	26.1	$	—	$	—	$	26.1

Liabilities
	Derivatives	$	—	$	23.0	$	—	$	23.0

		$	—	$	23.0	$	—	$	23.0

December 31, 2010
Assets
	Investments held for executive deferred compensation plan	$	18.3	$	—	$	—	$	18.3
	Investments in unconsolidated affiliates		7.7		—		—		7.7

		$	26.0	$	—	$	—	$	26.0

Liabilities
	Derivatives	$	—	$	14.7	$	—	$	14.7

		$	—	$	14.7	$	—	$	14.7

Investments Held for the Executive Deferred Compensation Plan

The Company holds investments in trading securities related to its executive deferred compensation plan ("EDCP"). The amounts deferred under the EDCP are invested in a variety of stock and bond mutual funds. The fair values of these investments are based on quoted market prices and are categorized as Level 1.

Investments in Unconsolidated Affiliates

Investments in unconsolidated affiliates are long-term equity investments in companies that are in various stages of development. Certain of the Company's investments in unconsolidated affiliates are designated as available-for-sale. These investments are carried at fair market value based on quoted market prices and are categorized as Level 1.

Derivative Instruments

The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and foreign currency option contracts to manage foreign currency exposures. All derivatives contracts are recognized on the balance sheet at their fair value. The fair value for derivatives is determined based on quoted market data and recognized financial principles. Although readily observable data is used in the valuations, different valuation methods could have an effect on the estimated fair value. The derivative instruments are categorized as Level 2.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company has assets that are subject to measurement at fair value on a non-recurring basis, including assets acquired in a business combination, such as goodwill and intangible assets, and other long-lived assets. The Company reviews the carrying value of intangible and other long-lived assets

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whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to estimated fair market value. During the three months ended March 31, 2011 and 2010, the Company had no impairments related to assets subject to measurement at fair value on a non-recurring basis. During the three months ended March 31, 2011, the Company acquired Embrella. This transaction resulted in an increase to " Goodwill " and " Other Intangible Assets, net " of $34.7 million and $12.1 million, respectively. See Note 4 for additional information.

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company uses derivative financial instruments to manage its currency exchange rate risk as summarized below. Notional amounts are stated in United States dollar equivalents at spot exchange rates at the respective dates.

	March 31, 2011					December 31, 2010

	Notional Amount		Fair Value Asset (Liability)			Notional Amount		Fair Value Asset (Liability)
	(in millions)
Foreign currency forward exchange contracts	$	531.2	$	(21.3	)	$	486.0	$	(12.5	)
Foreign currency option contracts		53.2		(1.7	)		53.2		(2.2	)

The Company uses foreign currency forward exchange contracts and foreign currency option contracts to offset the changes due to currency rate movements in the amount of future cash flows associated with intercompany transactions expected to occur within the next thirteen months. These foreign currency forward exchange contracts and foreign currency option contracts are designated as cash flow hedges. Certain of the Company's locations have assets and liabilities denominated in currencies other than their functional currencies resulting from intercompany and third-parties transactions. The Company uses foreign currency forward exchange contracts that are not designated as hedging instruments to offset the transaction gains and losses associated with certain of these assets and liabilities. All foreign currency forward exchange contracts and foreign currency option contracts are denominated in currencies of major industrial countries, principally the Euro and the Japanese yen. It is the Company's policy not to enter into derivative financial instruments for speculative purposes.

All derivative financial instruments are recognized at fair value in the consolidated condensed balance sheets. The Company reports in " Other Comprehensive Income " the effective portion of the gain or loss on derivative financial instruments that are designated and that qualify as cash flow hedges. The Company reclassifies these gains and losses into earnings in the same period in which the underlying hedged transactions affect earnings. Any hedge ineffectiveness (which represents the amount by which the changes in the fair value of the derivative exceed the variability in the cash flows of the forecasted transaction) is recorded in current period earnings. The gains and losses on derivative financial instruments for which the Company does not elect hedge accounting treatment are recognized in the consolidated condensed statements of operations in each period, based upon the change in the fair value of the derivative financial instrument. Cash flows from derivative financial instruments are reported as operating activities in the consolidated condensed statements of cash flows.

Derivative financial instruments involve credit risk in the event the counterparty should default. It is the Company's policy to execute such instruments with global financial institutions that the Company believes to be creditworthy. The Company diversifies its derivative financial instruments among counterparties to minimize exposure to any one of these entities. The Company also uses International Swap Dealers Association master-netting agreements. The master-netting agreements reduce the Company's counterparty settlement risk to the net amount of any receipts or payments due between the Company and the counterparty financial institution.

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The following table presents the location and fair value amounts of derivative instruments reported in the consolidated condensed balance sheets (in millions):

			Fair Value

		Balance Sheet Location	March 31, 2011		December 31, 2010
Derivatives designated as hedging instruments
Liabilities
	Foreign currency exchange contracts	Accrued liabilities	$	23.0	$	14.7

The following tables present the effect of derivative instruments on the consolidated condensed statements of operations (in millions):

	Amount of Gain or (Loss) Recognized in Other Comprehensive Income ("OCI") on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

	Three Months Ended March 31,						Three Months Ended March 31,
	Three Months Ended March 31,					Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Three Months Ended March 31,
	2011			2010			2011			2010
Derivatives in cash flow hedging relationships
Foreign currency exchange contracts	$	(15.1	)	$	7.5	Cost of goods sold	$	(3.2	)	$	(3.6	)

		Amount of Gain or (Loss) Recognized in Income on Derivative

		Three Months Ended March 31,
	Location of Gain or (Loss) Recognized in Income on Derivative	Three Months Ended March 31,
		2011			2010
Derivatives not designated as hedging instruments
Foreign currency exchange contracts	Other income, net	$	(3.6	)	$	0.8

The Company expects that during the next twelve months it will reclassify to earnings a $6.7 million loss currently recorded in " Accumulated Other Comprehensive Loss ." For the three months ended March 31, 2011 and 2010, the Company did not record any expense related to the premium costs of option-based products and did not record any gains or losses due to hedge ineffectiveness.

9. DEFINED BENEFIT PLANS

The components of net periodic benefit costs for the three months ended March 31, 2011 and 2010 were as follows (in millions):

		Three Months Ended March 31,

		2011			2010
Service cost		$	1.5		$	1.2
Employee contributions			—			—
Interest cost			0.5			0.5
Expected return on plan assets			(0.3	)		(0.3	)
Amortization of actuarial loss, prior service credit and other			0.1			—

	Net periodic pension benefit cost	$	1.8		$	1.4

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10. STOCK-BASED COMPENSATION

Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three months ended March 31, 2011 and 2010 was as follows (in millions):

		Three Months Ended March 31,

		2011		2010
Cost of goods sold		$	0.8	$	0.6
Selling, general and administrative expenses			5.6		5.7
Research and development expenses			1.3		1.2

	Total stock-based compensation expense	$	7.7	$	7.5

At March 31, 2011, the total remaining compensation cost related to nonvested stock options, restricted stock units and employee stock purchase subscription awards amounted to $45.3 million, which will be amortized on a straight-line basis over the weighted-average remaining requisite service period of 29 months.

Fair Value Disclosures

The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the following periods:

Option Awards

	Three Months Ended March 31,

	2011			2010
Risk-free interest rate		2.3	%		2.3	%
Expected dividend yield		None			None
Expected volatility		25.7	%		28.1	%
Expected term (years)		4.8			4.9
Fair value, per share	$	23.45		$	12.28

The Black-Scholes option pricing model was used with the following weighted-average assumptions for employee stock purchase plan ("ESPP") subscriptions granted during the following periods:

ESPP

	Three Months Ended March 31,

	2011			2010
Risk-free interest rate		0.2	%		0.3	%
Expected dividend yield		None			None
Expected volatility		24.1	%		36.6	%
Expected term (years)		0.6			0.6
Fair value, per share	$	18.28		$	11.43

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11. COMMITMENTS AND CONTINGENCIES

In February 2008, Edwards Lifesciences filed a lawsuit against CoreValve, Inc. ("CoreValve") in the United States District Court for the District of Delaware alleging that its ReValving System infringes three of the Company's U.S. Andersen patents, later narrowed to one patent ("the '552 patent"). CoreValve was acquired by Medtronic, Inc. ("Medtronic") in April 2009. In April 2010, a federal jury found that patent to be valid and found that CoreValve willfully infringes it. The jury also awarded Edwards $73.9 million in damages. In February 2011, the District Court reaffirmed the jury decision and ruled that Edwards is entitled to recover additional damages due to CoreValve's continued infringing sales from the trial through the life of the patent, plus interest. In the same ruling, the court denied Edwards' motions for a permanent injunction and increased damages relating to CoreValve's willful infringement. Both Edwards and CoreValve have appealed. A second lawsuit is pending in the same court against CoreValve and Medtronic alleging infringement of three U.S. Andersen patents. In September 2010, the United States Patent and Trademark Office granted Medtronic's third request to reexamine the validity of the claim of the '552 patent and later issued an initial Office Action rejecting the claim of the '552 patent. The reexamination process is ongoing.

In February 2008, Cook, Inc. ("Cook") filed a lawsuit in the District Patent Court in Dusseldorf, Germany, against Edwards Lifesciences alleging that the Edwards SAPIEN transcatheter heart valve infringes on a Cook patent. Edwards Lifesciences subsequently filed lawsuits in London, United Kingdom, and in Munich, Germany, against Cook alleging that the patents were invalid. In the United Kingdom lawsuit, Cook counterclaimed, alleging infringement by Edwards. In March 2009, the German Courts ruled that the Company does not infringe the Cook patent. In June 2009, the United Kingdom Court also ruled that the Company does not infringe the Cook patent and, further, that the Cook patent is invalid. In June 2010, a United Kingdom Appeals Court affirmed. In April 2010, the German Courts also determined that the Cook patent is invalid. Appeals in Germany are pending.

In March and September 2010, the Company received grand jury subpoenas for documents from the United States Attorney's Office in the Central District of California in connection with an investigation by the Food and Drug Administration. The subpoenas to the Company seek records relating to the Vigilance I Monitor model with software release 5.3 that was the subject of a voluntary field recall by the Company in June 2006. The Company is cooperating fully with the investigation.

In addition, Edwards Lifesciences is or may be a party to, or may otherwise be responsible for, pending or threatened lawsuits related primarily to products and services currently or formerly manufactured or performed, as applicable, by Edwards Lifesciences. Such cases and claims raise difficult and complex factual and legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. Upon resolution of any such legal matter or other claim, Edwards Lifesciences may incur charges in excess of established reserves. While any such charge could have a material adverse impact on Edwards Lifesciences' net income or cash flows in the period in which it is recorded or paid, management does not believe that any such charge relating to any currently pending lawsuit would have a material adverse effect on Edwards Lifesciences' financial position, results of operations or liquidity.

Edwards Lifesciences is subject to various environmental laws and regulations both within and outside of the United States. The operations of Edwards Lifesciences, like those of other medical device companies, involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes. While it is difficult to quantify the potential impact of continuing compliance with environmental protection laws, management believes that such compliance will not have a material impact on Edwards Lifesciences' financial position, results of operations or liquidity.

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12. COMPREHENSIVE INCOME

Reconciliation of net income to comprehensive income is as follows (in millions):

		Three Months Ended March 31,

		2011			2010
Net income		$	63.9		$	47.7
Other comprehensive income:
	Currency translation adjustments		32.3			(23.3	)
	Unrealized net gain (loss) on investments in unconsolidated affiliates, net of tax of $(1.0) and $0, respectively		1.4			(0.5	)
	Unrealized net (loss) gain on cash flow hedges, net of tax of $4.8 and $(4.3), respectively		(7.1	)		6.8

Comprehensive income		$	90.5		$	30.7

13. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during a period. Employee equity share options, nonvested shares and similar equity instruments granted by the Company are treated as potential common shares in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of restricted stock units and in-the-money options. The dilutive impact of the restricted stock units and in-the-money options is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation expense for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in " Additional Paid-In Capital " when the award becomes deductible are assumed to be used to repurchase shares. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive.

The table below presents the computation of basic and diluted earnings per share (in millions, except for per share information):

		Three Months Ended March 31,

		2011		2010
Basic:
	Net income	$	63.9	$	47.7

	Weighted-average shares outstanding		114.9		113.2

	Basic earnings per share	$	0.56	$	0.42

Diluted:
	Net income	$	63.9	$	47.7

	Weighted-average shares outstanding		114.9		113.2
	Dilutive effect of stock plans		5.6		5.8

	Dilutive weighted-average shares outstanding		120.5		119.0

	Diluted earnings per share	$	0.53	$	0.40

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Stock options and restricted stock units to purchase 0.2 million and 0.1 million shares for the three months ended March 31, 2011 and 2010, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.

14. INCOME TAXES

The Company's effective income tax rates were 24.5% and 27.2% for the three months ended March 31, 2011 and 2010, respectively. The effective income tax rate for the three months ended March 31, 2010 was calculated without the benefit of the federal research credit as it was not reinstated until after March 31, 2010.

The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at any time. While the Company has accrued for amounts it believes are the more likely than not outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the consolidated condensed financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues and issuance of new legislation, regulations or case law.

As of March 31, 2011 and December 31, 2010, the liability for income taxes associated with uncertain tax positions was $59.6 million and $55.1 million, respectively. These liabilities could be reduced by $5.3 million and $4.7 million, respectively, from offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, state income taxes and timing adjustments. The net amounts of $54.3 million and $50.4 million, respectively, if recognized, would favorably affect the Company's effective tax rate.

All material state, local and foreign income tax matters have been concluded for years through 2005. The Internal Revenue Service ("IRS") has completed its examination of the 2007 and 2008 tax years for all matters except for certain transfer pricing issues. The Company has entered the appeals process for those transfer pricing issues. The Company is scheduled to have its opening conference with the IRS related to the examination of its 2009 tax year during the second quarter of 2011.

15. COLLABORATION AGREEMENT

The Company has a collaboration agreement with DexCom, Inc. ("DexCom") to develop products for automated, real-time monitoring of blood glucose levels in patients hospitalized for a variety of conditions. The agreement provides Edwards Lifesciences with an exclusive license to DexCom's applicable intellectual property. Product development costs under this agreement are expensed to " Research and Development Expenses " as incurred. The Company recorded $1.2 million and $1.0 million of product development costs for the three months ended March 31, 2011 and 2010, respectively.

16. SEGMENT INFORMATION

Edwards Lifesciences conducts operations worldwide and is managed in the following geographical regions: United States, Europe, Japan and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. Net sales by geographic area are based on the location of the customer.

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The table below presents information about Edwards Lifesciences' reportable segments (in millions):

		Three Months Ended March 31,

		2011		2010
Segment Net Sales
United States		$	149.1	$	138.3
Europe			137.8		104.1
Japan			57.4		50.6
Rest of world			44.3		37.2

	Total segment net sales	$	388.6	$	330.2

Segment Pre-Tax Income
United States		$	81.3	$	77.1
Europe			62.4		39.3
Japan			27.3		22.8
Rest of world			12.3		9.6

	Total segment pre-tax income	$	183.3	$	148.8

The table below presents reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income (in millions):

		Three Months Ended March 31,

		2011			2010
Net Sales Reconciliation
Segment net sales		$	388.6		$	330.2
Foreign currency			15.9			10.3

Consolidated net sales		$	404.5		$	340.5

Pre-Tax Income Reconciliation
Segment pre-tax income		$	183.3		$	148.8
Unallocated amounts:
	Corporate items		(103.8	)		(84.4	)
	Interest expense, net		—			(0.2	)
	Foreign currency		5.1			1.3

Consolidated pre-tax income		$	84.6		$	65.5

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Enterprise-Wide Information

Enterprise-wide information is based on foreign exchange rates used in the Company's consolidated financial statements.

	Three Months Ended March 31,

	2011		2010
	(in millions)
Net Sales by Geographic Area
United States	$	149.1	$	138.3
International		255.4		202.2

	$	404.5	$	340.5

Net Sales by Major Product and Service Area
Heart Valve Therapy	$	244.9	$	196.7
Critical Care		120.6		105.1
Cardiac Surgery Systems		26.1		24.8
Vascular		12.9		13.9

	$	404.5	$	340.5

	March 31, 2011		December 31, 2010

	(in millions)
Long-Lived Tangible Assets by Geographic Area
United States	$	182.5	$	180.5
International		103.8		102.3

	$	286.3	$	282.8

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This report 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. The Company (as defined below in "Overview") intends the forward-looking statements contained in this report to be covered by the safe harbor provisions of such Acts. All statements other than statements of historical fact in this report or referred to or incorporated by reference into this report are "forward-looking statements" for purposes of these sections. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items, plans or expectations with respect to development activities, clinical trials or regulatory approvals, any statements of plans, strategies and objectives of management for future operations, any statements concerning the Company's future operations, financial conditions and prospects, and any statements of assumptions underlying any of the foregoing. These statements can sometimes be identified by the use of the forward-looking words such as "may," "believe," "will," "expect," "project," "estimate," "should," "anticipate," "plan," "goal," "continue," "seek," "pro forma," "forecast," "intend," "guidance," "optimistic," "aspire," "confident," other forms of these words or similar words or expressions or the negative thereof. Investors are cautioned not to unduly rely on such forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause the Company's results or future business, financial condition, results of operations or performance to differ materially from the Company's historical results or those expressed or implied in any forward-looking statements contained in this report. Investors should carefully review the information contained in, or incorporated by reference into, the Company's annual report on Form 10-K for the year ended December 31, 2010 and subsequent reports on Forms 10-Q and 8-K for a description of certain of these risks and uncertainties. These forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. If the Company does update or correct one or more of these statements, investors and others should not conclude that the Company will make additional updates or corrections.

Overview

Edwards Lifesciences Corporation ("Edwards Lifesciences" or the "Company") is a global leader in products and technologies designed to treat advanced cardiovascular disease. The Company is focused specifically on technologies that treat structural heart disease and critically ill patients.

The products and technologies provided by Edwards Lifesciences are categorized into four main areas: Heart Valve Therapy; Critical Care; Cardiac Surgery Systems; and Vascular.

Edwards Lifesciences' Heart Valve Therapy portfolio is comprised of tissue heart valves and heart valve repair products. A pioneer in the development and commercialization of heart valve products, Edwards Lifesciences is the world's leading manufacturer of tissue heart valves and repair products used to replace or repair a patient's diseased or defective heart valve. In the Critical Care area, Edwards Lifesciences is a world leader in hemodynamic monitoring systems used to measure a patient's cardiovascular function, and in disposable pressure transducers. The Company's Cardiac Surgery Systems portfolio comprises a diverse line of products for use during cardiac surgery including cannulae, embolic protection devices and other products used during cardiopulmonary bypass and minimally invasive surgical procedures. Edwards Lifesciences' Vascular portfolio includes a line of balloon catheter-based products, surgical clips and inserts.

The healthcare marketplace continues to be competitive with strong global and local competitors. The Company competes with many companies, ranging from small start-up enterprises to companies that are larger and more established than Edwards Lifesciences with access to significant financial resources. Furthermore, rapid product development and technological change characterize the market in which the Company competes. Global demand for healthcare is increasing as the population ages. There is mounting pressure to contain healthcare costs in the face of this increasing demand, which has

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resulted in pricing and market share pressures. The cardiovascular segment of the medical device industry is dynamic, and technology, cost-of-care considerations, regulatory reform, industry and customer consolidation, and evolving patient needs are expected to continue to drive change.

Results of Operations

Net Sales Trends
(dollars in millions)

		Three Months Ended March 31,

		Three Months Ended March 31,						Percent Change
		2011		2010		Change		Percent Change
United States		$	149.1	$	138.3	$	10.8		7.8	%
International			255.4		202.2		53.2		26.3	%

	Total net sales	$	404.5	$	340.5	$	64.0		18.8	%

In the United States, the $10.8 million increase in net sales for the three months ended March 31, 2011 was due primarily to:

•: Heart Valve Therapy products, which increased net sales by $8.5 million, driven primarily by the Carpentier-Edwards PERIMOUNT Magna Aortic Ease and Magna Mitral Ease (launched in the third quarter of 2010) valves; and
•: Critical Care products, which increased net sales by $3.2 million, driven primarily by the FloTrac minimally invasive monitoring system.

International net sales increased $53.2 million for the three months ended March 31, 2011 due primarily to:

•: Heart Valve Therapy products, which increased net sales by $37.2 million, driven primarily by the Edwards SAPIEN XT transcatheter heart valve, the Carpentier-Edwards PERIMOUNT Magna Aortic Ease valve, and the Carpentier-Edwards Physio II ring;
•: Critical Care products, which increased net sales by $8.7 million, driven primarily by pressure monitoring products and the FloTrac minimally invasive monitoring system; and
•: foreign currency exchange rate fluctuations, which increased net sales by $5.0 million due to the strengthening of various currencies against the United States dollar, primarily the Japanese yen, partially offset by the weakening of the Euro against the United States dollar.

The impact of foreign currency exchange rate fluctuations on net sales is not necessarily indicative of the impact on net income due to the corresponding effect of foreign currency exchange rate fluctuations on international manufacturing and operating costs and the Company's hedging activities. For more information see Item 3, " Quantitative and Qualitative Disclosures About Market Risk ."

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Net Sales by Product Line
(dollars in millions)

		Three Months Ended March 31,

		Three Months Ended March 31,							Percent Change
		2011		2010		Change			Percent Change
Heart Valve Therapy		$	244.9	$	196.7	$	48.2			24.5	%
Critical Care			120.6		105.1		15.5			14.8	%
Cardiac Surgery Systems			26.1		24.8		1.3			5.5	%
Vascular			12.9		13.9		(1.0	)		(7.5	)%

	Total net sales	$	404.5	$	340.5	$	64.0			18.8	%

Heart Valve Therapy

Net sales of Heart Valve Therapy products for the three months ended March 31, 2011 increased by $48.2 million due primarily to:

•: transcatheter heart valves, which increased net sales by $33.7 million, primarily as a result of the Edwards SAPIEN XT transcatheter heart valve; and
•: surgical tissue valves, which increased net sales by $10.9 million, driven by the Carpentier-Edwards PERIMOUNT Magna Aortic Ease and Magna Mitral Ease valves.

The Company expects that its transcatheter heart valves will continue to be strong contributors to 2011 sales, especially in light of the expected launch later this year of SAPIEN in the United States for inoperable patients. During the second quarter of 2011, the Company expects to launch the Carpentier-Edwards Physio Tricuspid annuloplasty ring in the United States and Europe. In Japan, the Company expects to obtain approval of its Carpentier-Edwards PERIMOUNT Magna Aortic Ease valve during the fourth quarter of 2011. In Europe, the Company expects to receive CE Mark in mid-2011 of INTUITY , its minimally invasive aortic valve surgery system. In the United States, the Company expects to obtain Investigational Device Exemption ("IDE") approval for the clinical trial of INTUITY during 2011.

Critical Care

Net sales of Critical Care products for the three months ended March 31, 2011 increased by $15.5 million due primarily to:

•: pressure monitoring products, which increased net sales by $4.8 million;
•: premium products, led by FloTrac systems, which increased net sales by $3.8 million, and PreSep , the Company's continuous central venous oximetry catheter for early detection of sepsis, which increased net sales by $0.8 million; and
•: foreign currency exchange rate fluctuations, which increased net sales by $2.9 million, due primarily to the strengthening of the Japanese yen against the United States dollar.

During the fourth quarter of 2010, the Company launched, outside of the United States, the VolumeView System , which broadens the Company's product offering in the medical intensive care unit. At the same time, the Company also launched the EV1000 Clinical Platform , a new hardware platform with a simpler, more intuitive informational display. The Company expects to obtain regulatory clearance for these products in the United States in the third quarter of 2011.

The Company has a collaboration agreement with DexCom, Inc. ("DexCom") to develop products for continuously monitoring blood glucose levels in patients hospitalized for a variety of conditions. The

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Company has continued to make progress on the development of a second generation product designed to enhance ease of use. The Company anticipates obtaining CE Mark on the second generation product by the end of 2011 and plans to begin commercial sales in Europe in 2012.

Cardiac Surgery Systems

Net sales of Cardiac Surgery Systems products for the three months ended March 31, 2011 increased by $1.3 million due primarily to specialty cannula products, which increased net sales by $1.2 million.

Vascular

Net sales of Vascular products for the three months ended March 31, 2011 decreased by $1.0 million, due primarily to the Company's discontinued distribution of artificial implantable grafts during the first quarter of 2011.

Gross Profit

	Three Months Ended March 31,

	2011			2010			Change
Gross profit as a percentage of net sales		71.1	%		71.0	%		0.1 pts.

The 0.1 percentage point increase in gross profit as a percentage of net sales for the three months ended March 31, 2011 was driven by:

•: a 0.5 percentage point increase due to a more profitable international product mix, primarily higher sales of transcatheter heart valves, partially offset by the unfavorable impact of manufacturing performance;

partially offset by:

•: increased investments in the expansion of the Company's manufacturing capacity in preparation for its transcatheter heart valve launch in the United States.

Selling, General and Administrative (SG&A) Expenses
(dollars in millions)

	Three Months Ended March 31,

	2011			2010			Change
SG&A expenses	$	150.3		$	134.0		$	16.3
SG&A expenses as a percentage of net sales		37.2	%		39.4	%		(2.2) pts.

The increase in SG&A expenses for the three months ended March 31, 2011 was primarily due to higher sales and marketing expenses in the United States and Europe, primarily to support the transcatheter heart valve program, including the anticipated transcathether heart valve launch in the United States. Foreign currency had an unfavorable impact of $1.5 million due to the strengthening of various currencies against the United States dollar, primarily the Japanese yen, partially offset by the weakening of the Euro against the United States dollar.

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Research and Development Expenses
(dollars in millions)

	Three Months Ended March 31,

	2011			2010			Change
Research and development expenses	$	59.0		$	45.2		$	13.8
Research and development expenses as a percentage of net sales		14.6	%		13.3	%		1.3 pts.

The increase in research and development expenses for the three months ended March 31, 2011 was due primarily to additional investments in clinical studies and development efforts in the transcatheter heart valve program.

The following are the developments related to the Company's transcatheter heart valve program:

•: the Company received conditional IDE approval from the United States Food and Drug Administration ("FDA") in March 2007 to initiate its PARTNER Trial, a pivotal clinical trial of the Company's Edwards SAPIEN transcatheter heart valve technology. The PARTNER Trial, which has two study arms, evaluated the Edwards SAPIEN transcatheter heart valve in patients who are considered at high risk for conventional open-heart valve surgery. In the first study arm ("Cohort A"), patients were randomized on a 1:1 basis to either high risk surgery or the Edwards SAPIEN transcatheter heart valve. In the second study arm ("Cohort B"), patients who were deemed non-operable were randomized 1:1 to medical management or the Edwards SAPIEN transcatheter heart valve. In addition, the Company received FDA approval for non-randomized continued access for all of its existing PARTNER sites. During 2010, positive one-year data from Cohort B was published, the Company completed the submission of its pre-market approval to the FDA, and anticipates approval in the United States in 2011. During the second quarter of 2011, the Company announced that one-year Cohort A trial data met all its primary endpoints. The Company anticipates submitting its pre-market approval for Cohort A to the FDA during the second quarter of 2011;
•: in the United States, the Company submitted an IDE for SAPIEN XT in October 2009. The PARTNER II trial will evaluate SAPIEN XT with both the NovaFlex and Ascendra2 delivery systems and will target high risk patients similar to those studied in the PARTNER Trial. The first cohort of the PARTNER II Trial ("PARTNER II Cohort B") will study up to 500 inoperable patients with severe, symptomatic aortic stenosis using a 1:1 randomization of SAPIEN XT with the NovaFlex transfemoral delivery system versus SAPIEN with the RetroFlex 3 delivery system. In February 2011, the Company received conditional IDE approval from the FDA for PARTNER II Cohort B. The Company expects to complete enrollment in this cohort by the end of 2011. The second planned patient cohort ("PARTNER II Cohort A") will compare traditional open-heart surgery with SAPIEN XT delivered either transfemorally or transapically in surgical patients. The Company is working with the FDA to finalize the optimal trial design and anticipates that IDE approval for PARTNER II Cohort A could be received in the second quarter of 2011; and
•: in Japan, the Company began enrolling patients in a clinical trial with its SAPIEN XT valve, called PREVAIL JAPAN, during 2010. The PREVAIL JAPAN clinical trial will evaluate SAPIEN XT with both the transfemoral and transapical delivery systems. The Company believes that successful trial completion could result in an approval as early as 2013.

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Interest Expense, net
(in millions)

		Three Months Ended March 31,

		2011			2010			Change
Interest expense		$	0.5		$	0.5		$	—
Interest income			(0.5	)		(0.3	)		(0.2	)

	Interest expense, net	$	—		$	0.2		$	(0.2	)

Interest expense for the three months ended March 31, 2011 remained flat due to a lower average debt balance, offset by higher average interest rates. The increase in interest income for the three months ended March 31, 2011 resulted primarily from higher cash and short-term investment balances and higher average interest rates.

Other Income, net
(in millions)

		Three Months Ended March 31,

		2011			2010
Gain on investments in unconsolidated affiliates		$	(4.3	)	$	(1.4	)
Earn-out payments			(1.0	)		(1.5	)
Foreign exchange gains, net			(0.9	)		(0.2	)
Other			—			0.1

	Other income, net	$	(6.2	)	$	(3.0	)

The gain on investments in unconsolidated affiliates primarily represents the Company's net share of gains and losses in investments accounted for under the equity method, and realized gains and losses on the Company's available-for-sale and cost method investments.

In September 2009, the Company sold its hemofiltration product line. In connection with the transaction, the Company was entitled to earn-out payments up to $9.0 million based on certain revenue objectives to be achieved by the buyer over the two years following the sale. As of March 31, 2011, all $9.0 million of earn-out payments had been earned.

The foreign exchange gains relate to the foreign currency fluctuations in the Company's global trade and intercompany receivable and payable balances. Foreign exchange fluctuations (primarily the Euro) resulted in a net gain in 2011.

Provision for Income Taxes

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the United States, which have statutory tax rates lower than the United States tax rate. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates. The Company's effective income tax rates were 24.5% and 27.2% for the three months ended March 31, 2011 and 2010, respectively. The effective income tax rate for the three months ended March 31, 2010 was calculated without the benefit of the federal research credit as it was not reinstated until after March 31, 2010.

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Special Charges, net

Realignment Expenses, net

Liquidity and Capital Resources

The Company's sources of cash liquidity include cash on hand and cash equivalents, amounts available under credit facilities and cash from operations. The Company believes that these sources are sufficient to fund the current requirements of working capital, capital expenditures and other financial commitments. The Company further believes that it has the financial flexibility to attract long-term capital to fund short-term and long-term growth objectives. However, no assurances can be given that such long-term capital will be available to Edwards Lifesciences on favorable terms, or at all.

As of March 31, 2011, cash and cash equivalents held outside the United States was approximately $427.2 million, and has historically been used to fund international operations. The Company believes that cash and cash equivalents held in the United States, in addition to amounts available under credit facilities and cash from operations, is sufficient to fund its United States operating requirements. Cash and cash equivalents held outside the United States can be repatriated back to the United States, if needed. Cash repatriations are subject to restrictions in certain jurisdictions and may be subject to withholding and other taxes.

The Company has a Five-Year Unsecured Revolving Credit Agreement ("the Credit Agreement"), which matures on September 29, 2011. The Credit Agreement provides up to an aggregate of $500.0 million in one- to six-month borrowings in multiple currencies. Borrowings currently bear interest at the London interbank offering rate ("LIBOR") plus 0.40%. The Company also pays a facility fee on amounts available under the Credit Agreement, currently at an annual rate of 0.075%. The borrowing rates and facility fee are subject to adjustment for leverage ratio changes, as defined in the Credit Agreement. All amounts outstanding under the Credit Agreement have been classified as short-term obligations as these obligations are due within one year. The Company expects to replace the Credit Agreement prior to maturity at current prevailing market terms and conditions. As of

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March 31, 2011, borrowings of $149.5 million were outstanding under the Credit Agreement. The Credit Agreement contains various financial and other covenants, all of which the Company was in compliance with at March 31, 2011.

In March 2011, the Company acquired all the outstanding shares of Embrella Cardiovascular, Inc. ("Embrella"), including shares already owned by the Company, for an aggregate purchase price of $42.6 million. The purchase price was funded with cash on hand and borrowings under the Credit Agreement. Embrella is a start-up medical device company developing a device for cerebral embolic protection during cardiovascular procedures.

In February 2010, the Board of Directors approved a stock repurchase program authorizing the Company to purchase on the open market and in privately negotiated transactions up to $500.0 million of the Company's common stock. During the three months ended March 31, 2011, the Company repurchased 0.9 million shares at an aggregate cost of $75.8 million and has remaining authority to purchase $322.2 million of the Company's common stock.

At March 31, 2011, there had been no material changes in the Company's significant contractual obligations and commercial commitments as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2010.

Net cash flows provided by operating activities of $14.9 million for the three months ended March 31, 2011 increased $1.9 million over the same period a year ago due primarily to (1) improved operating performance, (2) lower inventory purchases and 3) lower supplier payments. These increases were partially offset by increased accounts receivables balances, driven by strong sales performance and higher days sales outstanding, and higher prepaid expenses.

Net cash used in investing activities of $52.5 million for the three months ended March 31, 2011 consisted primarily of a $42.6 million payment associated with the acquisition of Embrella, and capital expenditures of $13.9 million.

Net cash used in investing activities of $6.5 million for the three months ended March 31, 2010 consisted primarily of capital expenditures of $8.0 million, partially offset by $2.1 million related to earn-out payments from the 2009 sale of the Company's hemofiltration product line.

Net cash provided by financing activities of $59.5 million for the three months ended March 31, 2011 consisted primarily of net proceeds from debt of $105.3 million, proceeds from stock plans of $13.2 million, and the excess tax benefit from stock plans of $15.2 million, partially offset by purchases of treasury stock of $75.8 million.

Net cash used in financing activities of $6.4 million for the three months ended March 31, 2010 consisted primarily of purchases of treasury stock of $98.0 million, partially offset by net proceeds from long-term debt of $40.1 million, proceeds from stock plans of $33.3 million, and the excess tax benefit from stock plans of $19.2 million.

Critical Accounting Policies

The consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to the Company's critical accounting policies which the Company believes could have the most significant effect on the Company's reported results and require subjective or complex judgments by management is contained on pages 37-41 in Item 7, " Management's Discussion and Analysis of Financial Condition and Results of Operations, " of the

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Company's Annual Report on Form 10-K for the year ended December 31, 2010. Management believes that at March 31, 2011, there had been no material changes to this information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate, Foreign Currency and Credit Risk

For a complete discussion of the Company's exposure to interest rate, foreign currency and credit risk, refer to Item 7A " Quantitative and Qualitative Disclosures About Market Risk " on pages 42-43 of the Company's Annual Report on Form 10-K for the year ended December 31, 2010. There have been no significant changes from the information discussed therein.

Concentrations of Credit Risk

In the normal course of business, Edwards Lifesciences provides credit to customers in the healthcare industry, performs credit evaluations of these customers and maintains allowances for potential credit losses which have historically been adequate compared to actual losses.

Investment Risk

Edwards Lifesciences is exposed to investment risks related to changes in the fair values of its investments. The Company invests in equity instruments of public and private companies. These investments are classified in " Investments in Unconsolidated Affiliates " on the consolidated condensed balance sheets.

As of March 31, 2011, Edwards Lifesciences had $27.3 million of investments in equity instruments of other companies and had recorded unrealized gains of $3.6 million on these investments in " Accumulated Other Comprehensive Loss, " net of tax. Should these companies experience a decline in financial condition or fail to meet certain development milestones, the decline in the investments' value may be considered other-than-temporary and impairment charges may be necessary.

Item 4. Controls and Procedures

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures as of March 31, 2011. Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that such controls and procedures are designed at a reasonable assurance level and are effective in providing reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There have been no changes in the Company's internal controls over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

In March and September 2010, the Company received grand jury subpoenas for documents from the United States Attorney's Office in the Central District of California in connection with an investigation by the FDA. The subpoenas to the Company seek records relating to the Vigilance I Monitor model with software release 5.3 that was the subject of a voluntary field recall by the Company in June 2006. The Company is cooperating fully with the investigation.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Period		Average Price Paid per Share (or Unit)			Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(a)

January 1, 2011 through January 31, 2011	255,000	$	81.18	255,000	$	377.3
February 1, 2011 through February 28, 2011	285,000		87.16	285,000		352.4
March 1, 2011 through March 31, 2011	345,000		87.77	345,000		322.2

Total	885,000		85.67	885,000

(a): On February 11, 2010, the Board of Directors approved a stock repurchase program authorizing the Company to purchase on the open market and in privately negotiated transactions up to $500.0 million of the Company's common stock.

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index hereto and include the following:


10.1		Edwards Lifesciences Corporation Form of Participant Stock Option Statement and related Long-Term Stock Incentive Compensation Program Global Nonqualified Stock Option Award Agreement
10.2		Edwards Lifesciences Corporation Form of Participant Restricted Stock Unit Statement and related Long-Term Stock Incentive Compensation Program Global Restricted Stock Unit Award Agreement
10.3		Edwards Lifesciences Corporation Form of Participant Stock Option Statement and related Nonemployee Directors Stock Incentive Program Nonqualified Stock Option Award Agreement
10.4		Edwards Lifesciences Corporation Form of Nonemployee Directors Stock Incentive Program Restricted Stock Units Agreement
10.5		Edwards Lifesciences Corporation Form of Nonemployee Directors Stock Incentive Program Restricted Stock Agreement
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	*	The following financial statements from Edwards Lifesciences' Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Cash Flows, and (iv) Notes to Consolidated Condensed Financial Statements.

*: XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	EDWARDS LIFESCIENCES CORPORATION (Registrant)
Date: May 9, 2011	By:	/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer (Chief Accounting Officer)

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EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION

		Description

10.1		Edwards Lifesciences Corporation Form of Participant Stock Option Statement and related Long-Term Stock Incentive Compensation Program Global Nonqualified Stock Option Award Agreement
10.2		Edwards Lifesciences Corporation Form of Participant Restricted Stock Unit Statement and related Long-Term Stock Incentive Compensation Program Global Restricted Stock Unit Award Agreement
10.3		Edwards Lifesciences Corporation Form of Participant Stock Option Statement and related Nonemployee Directors Stock Incentive Program Nonqualified Stock Option Award Agreement
10.4		Edwards Lifesciences Corporation Form of Nonemployee Directors Stock Incentive Program Restricted Stock Units Agreement
10.5		Edwards Lifesciences Corporation Form of Nonemployee Directors Stock Incentive Program Restricted Stock Agreement
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	*	The following financial statements from Edwards Lifesciences' Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Cash Flows, and (iv) Notes to Consolidated Condensed Financial Statements.

*: XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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Exhibit 10.1

Participant Stock Option Statement

Name: «First» «Last»
ID: «PSID»


Date of Grant: <Grant Date>		Number of Shares Covered: <Granted>
Option Price: <Option Price>		Date of Expiration: <Exp Date>

Vesting Schedule ⁽¹⁾

This certifies that on <Grant Date> Edwards Lifesciences Corporation granted to the Participant shown above a Nonqualified Stock Option to purchase shares of its common stock as indicated above upon the terms and conditions of the Long-Term Stock Incentive Compensation Program and the attached Nonqualified Stock Option Award Agreement (the "Award Agreement"). The Award Agreement imposes additional limitations on the Participant's rights under the Option and provides for early termination of the Option (before the Expiration Date set forth above) in the event of termination of the Participant's employment.

Edwards Lifesciences Corporation

Michael A. Mussallem
Chairman and Chief Executive Officer

⁽¹⁾: Standard Vesting is 25% annually after the date of grant. Grants to certain Retirement-Eligible Officers vest monthly over 36 months after the date of grant for grants in the first year of retirement eligibility, and monthly over 24 months after the date of grant for grants in the second and subsequent years of retirement eligibility.

Edwards Lifesciences Corporation
Long-Term Stock Incentive Compensation Program
Global Nonqualified Stock Option Award Agreement

THIS AGREEMENT, including any appendix for the Participant's country (the "Appendix") and the Participant Stock Option Statement attached to the front of this agreement (the "Statement"), sets forth the terms and conditions of the nonqualified stock option (the "Option") granted by Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), to the Participant named on the Statement, pursuant to the provisions of the Company's Long-Term Stock Incentive Compensation Program (the "Program"). This agreement, the Appendix and the Statement shall be considered one agreement and are referred to herein as the "Agreement."

The Program provides additional terms and conditions governing the Option and is incorporated herein by reference. If there is any inconsistency between the terms of this Agreement and the terms of the Program, the Program's terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Program, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of Stock Option. Effective as of the Date of Grant set forth on the Statement, the Company grants to the Participant an Option to purchase the number of Shares set forth on the Statement, at the stated Option Price set forth on the Statement, which is one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant, in the manner and subject to the terms and conditions of the Program and this Agreement.

The grant of this Option to the Participant shall not confer any right to such Participant (or any other Participant) to be granted any Option or other Awards in the future under the Program.

2. Exercise of Stock Option. Except as may otherwise be provided in Sections 3 and 4 below, the Participant may only exercise this Option according to the vesting schedule set forth on the Statement, provided the Participant continues to be employed by the Company or one of its Subsidiaries through the applicable vesting date. No exercise may occur subsequent to the close of business on (i) the Date of Expiration (as set forth on the Statement) or (ii) such earlier date of the expiration of the Option as set forth in Section 3.

The number of Shares for which this Option becomes vested and exercisable pursuant to this Section 2 shall be rounded down to the next whole number in the event that the use of the percentages set forth on the Statement results in the Option being exercisable with respect to a fractional Share. In addition, the Option may be exercised in whole or in part, but not for less than fifty (50) Shares at any one time, unless fewer than fifty (50) Shares then remain subject to the Option, and the Option is then being exercised as to all such remaining Shares.

3. Termination of Employment:

(a): By Death or Disability : All unvested Shares under this Option shall immediately vest and become exercisable as of the Participant's date of termination by death or Disability. Shares under this Option that vest and become exercisable in accordance with this Section 3(a) or that are already vested and exercisable as of the Participant's date of termination by reason of death or Disability, may be purchased only until the earlier of: (i) the Date of Expiration of this Option; or (ii) the first (1 ^st ) anniversary of the Participant's date of termination by reason of death or Disability.
(b): By Retirement : All unvested Shares under this Option shall immediately terminate and be forfeited to the Company as of the date of the Participant's termination of employment by Retirement. All Shares under this Option that are vested as of the Participant's date of termination by Retirement may be purchased only until the earlier of: (i) the Date of Expiration of this Option; or (ii) the fifth (5 ^th ) anniversary of the Participant's date of Retirement.

(c): For Cause : If the Participant's employment is terminated for Cause, all vested and unvested Shares under this Option shall terminate as of the Participant's date of termination of employment and shall be forfeited to the Company.

For the purposes of this Agreement, "Cause" means: (a) the Participant's willful and continued failure to substantially perform his or her duties with the Company or a Subsidiary (other than any such failure resulting from Disability); (b) the Participant's willfully engaging in conduct that is demonstrably and materially injurious to the Company or a Subsidiary, monetarily or otherwise; or (c) the Participant's having been convicted of a felony. For the purposes of this definition of "Cause," no act, or failure to act, on the Participant's part shall be deemed "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the action or omission was in the best interests of the Company or a Subsidiary.

(d): For Other Reasons : All unvested Shares under this Option shall immediately terminate and be forfeited to the Company as of the date of the Participant's termination of employment for any reason other than the reasons set forth in Sections 3(a) or 3(b) above. Shares under this Option that are vested and exercisable as of the date of an employment termination for any reason other than those reasons set forth in Sections 3(a), 3(b) or 3(c) above may be purchased until the earlier of: (i) the Date of Expiration of this Option; or (ii) the ninetieth (90 ^th ) day following the date of the Participant's employment termination.
(e): Transfer : For the purposes of this Agreement, a transfer of the Participant's employment between the Company and any Subsidiary (or between Subsidiaries) shall not be deemed a termination of employment.
(f): Death or Disability Following Termination of Employment. If the Participant dies or incurs a Disability after termination of employment but before this option otherwise expires in accordance with Sections 3(a), (b) or (d) above, then to the extent that this Option is still exercisable on the date of death or Disability, Shares may be purchased hereunder until the earlier of: (i) the first (1 ^st ) anniversary of the Participant's date of death or Disability (or, if later, in the case of death or Disability following termination by reason of Retirement, the fifth (5 ^th ) anniversary of such termination) or (ii) the Date of Expiration of this Option. Except in the case of death or Disability following termination by reason of Retirement, this Option shall not be exercisable for more Shares than it was immediately before the date of death or Disability.

4. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company prior to the Participant's termination of employment for any reason, all Shares under this Option shall immediately vest and become exercisable in full.

5. Restrictions on Transfer. This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, this Option shall be exercisable during the Participant's lifetime only by the Participant or the Participant's legal representative.

6. Recapitalization. In the event there is any change in the Company's Shares through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Shares subject to this Option, as well as the Option Price, shall be equitably adjusted by the Committee, in the manner determined in its sole discretion, to prevent dilution or enlargement of rights.

7. Procedure for Exercise of Option. This Option may be exercised any time prior to its expiration or forfeiture in accordance with the exercise procedures established by the Committee. Payment of the Option Price may be made by any of the methods set forth in Section 6.6 of the Plan,

except that if the Participant resides outside the U.S., he or she may not pay the Option Price by tendering previously acquired Shares (by either actual delivery or attestation) having an aggregate Fair Market Value at the time of exercise equal to the total Option Price and may be subject to other restrictions set forth in the Appendix.

8. Responsibility for Taxes. Regardless of any action the Company or the Participant's employer (if different) (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant's participation in the Program that are legally applicable to the Participant ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax and/or social security contributions in more than one jurisdiction between the Date of Grant and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable, tax and/or social security contribution withholding event, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, at their sole discretion, to satisfy the obligations with respect to Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to him or her by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) subject to any insider trading policies implemented by the Company and applicable to the Participant and to the insider trading rules set forth under Section 10(b) and Rule 10b-5 of the U.S. Securities Exchange Act of 1934; or (iii) withholding in Shares to be issued upon exercise of the Option. To avoid negative accounting treatment, the Company will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant's participation in the Program.

Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant's participation in the Program or Participant's purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of the Shares to the Participant if the Participant fails to comply with Participant's obligations in connection with the Tax-Related Items.

9. Beneficiary Designation. This Section 9 applies only if the Participant resides in the U.S. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all such benefit. Each such designation shall revoke all prior

designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when completed by the Participant in accordance with any instructions provided by the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

10. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company until the Option is exercised and the Participant has obtained an ownership interest in the Shares.

11. Continuation of Employment. This Agreement shall not confer upon the Participant any right to continuation of employment by the Employer nor shall this Agreement interfere in any way with the Employer's right to terminate the Participant's employment at any time with or without cause.

12. Miscellaneous.

(a): This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Program, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Program. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to the exercise of this Option, as it may deem advisable for regulatory compliance, including, without limitation, restrictions under applicable U.S. federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any state or foreign securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Program and this Agreement, all of which shall be binding upon the Participant.
(b): The Board may terminate, suspend, amend, or modify the Program and the Committee may amend this Option at anytime; provided, however, that except for the Company's right to cash out this Option under certain circumstances pursuant to Section 6.10 of the Program, no such termination, amendment, suspension or modification of the Program or amendment of this Option may in any material way adversely affect the Participant's rights under this Agreement, without the express consent of the Participant.
(c): The Participant agrees to take all steps necessary to comply with all applicable provisions of U.S. federal, state and foreign securities law in exercising his or her rights under this Agreement.
(d): This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
(e): All obligations of the Company under the Program and this Agreement, with respect to this Option, shall, to the extent legally permissible, be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

13. Nature of Grant. In accepting the Option, the Participant acknowledges, understands and agrees that:

(a): the Program is established voluntarily by the Company and is discretionary in nature;
(b): the grant of the Option by the Company is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;

(c)

all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;

(d)

the Participant is voluntarily participating in the Program;

(e)

the Option and any Shares acquired under the Program are not part of normal or expected compensation or salary;

(f)

the Option grant and the Participant's participation in the Program shall not be interpreted to form an employment contract or relationship with the Company or the Employer or any Subsidiary or affiliate of the Company;

(g)

the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(h)

if the underlying Shares do not increase in value, the Option will have no value;

(i)

in the event of involuntary termination of Participant's employment (whether or not in breach of local labor laws), the Participant's right to vest in the Option under the Program, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law ( e.g ., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Participant's right to exercise the Option after termination of employment, if any, will be set forth in Section 3 above and measured by the date of termination of Participant's active employment and will not be extended by any notice period mandated under local law. The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of his or her Option grant;

(j)

for Participants who reside outside the U.S., the following additional provisions shall apply:

(i): the Option and any Shares acquired under the Program are not intended to replace any pension rights or compensation;
(ii): the Option and the Shares acquired under the Program are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer and are outside the scope of Participant's employment contract, if any; such items shall not be included in or part of any calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; and
(iii): no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of the Participant's employment by the Company or the Employer (whether or not in breach of local labor laws) and in consideration of the grant of the Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim and releases the Company and the Employer from any such claim if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Program, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims.

14. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Program, or his or her acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant's participation in the Program before taking any action related to the Program.

15. Data Privacy Notice and Consent. This Section 15 applies if the Participant resides outside the U.S. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer in electronic or other form, of his or her personal data as described in this Agreement and any other grant materials, by and among, as applicable, the Employer, the Company and any Subsidiary or affiliate of the Company, for the exclusive purpose of implementing, administering and managing the Participant's participation in the Program.

The Participant understands that the Company and the Employer may hold certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification numbers, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant's favor, for the purpose of implementing, administering and managing the Program ("Data"). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Program (presently or in the future), that these recipients may be located in Participant's country or elsewhere (e.g., the United States), and that the recipient's country may have different data privacy laws and protections than the Participant's country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.

The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant's participation in the Program, including any requisite transfer of such Data as may be required to a broker or other third party with whom Participant may elect to deposit any Shares received upon exercise of the Option. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant's participation in the Program. Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant's local human resources representative. Participant understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Program. For more information on the consequences of his or her refusal to consent or withdrawal of consent, Participant understands that he or she may contact the Company's human resources representative.

16. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

17. Governing Law and Venue. To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, U.S.A.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Option, the Program or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Orange County, California or the federal courts for the United States for the Central District of California, and no other courts, where this grant is made and/or to be performed.

18. Language. If Participant has received this Agreement or any other document related to the Program translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Program by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Program through an online or electronic system established and maintained by the Company or a third party designated by the Company.

20. Appendix. Notwithstanding any provisions in this Agreement, the Option shall be subject to any special terms and conditions for the Participant's country set forth in the Appendix. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to the Participant, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate administration of the Program.

21. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant's participation in the Program, on the Option and on any Shares acquired under the Option, to the extent the Company determines it is necessary or advisable to comply with local law or facilitate the administration of the Program, and to require the Participant to accept any additional agreements or undertakings that may be necessary to accomplish the foregoing.

* * * *

By the Participant's electronic acceptance of the Agreement and participation in the Program, the Participant agrees that this Option is granted under and governed by the terms and conditions of the Program and this Agreement, including the Appendix and the Statement.

APPENDIX
ADDITIONAL TERMS AND CONDITIONS OF THE
EDWARDS LIFESCIENCES CORPORATION
GLOBAL NON-QUALIFIED STOCK OPTION AGREEMENT

Terms and Conditions

This Appendix includes additional terms and conditions that govern the Option granted to the Participant under the Program if the Participant resides in one of the non-U.S. countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Program and/or the Agreement.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to his or her participation in the Program. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Program because the information may be out of date at the time that the Participant exercises the Option or sell Shares acquired under the Program.

In addition, the information contained herein is general in nature and may not apply to the Participant's particular situation and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant's country may apply to his or her situation.

Finally, the Participant understands that if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Date of Grant, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

AUSTRIA

Notifications

Exchange Control Notification. If the Participant holds Shares purchased under the Program outside of Austria (even if he or she holds them outside of Austria with an Austrian bank), the Participant understands that he or she must submit an annual report to the Austrian National Bank using the form " Standmeldung/Wertpapiere ." An exemption applies if the value of the securities held outside Austria as of December 31 does not exceed €5,000,000 or the value of the securities as of any quarter does not exceed €30,000,000. If the former threshold is exceeded, the annual reporting obligations are imposed, whereas if the latter threshold is exceeded, then quarterly reports must be submitted. The annual reporting date is December 31; the deadline for filing the annual report is March 31 of the following year.

When the Shares are sold, there may be exchange control obligations if the cash received is held outside Austria. If the transaction value of all cash accounts abroad is less than €3,000,000, no ongoing reporting requirements apply. However, if the transaction volume of all of the Participant's cash accounts abroad exceeds €3,000,000, then the movements and the balance of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month, using the form " Meldungen SI-Forderungen und/oder SI-Verpflichtungen ."

Consumer Protection Act Notification. The Participant understands that he or she may be entitled to revoke the Agreement on the basis of the Austrian Consumer Protection Act (the "Act") under the conditions listed below, if the Act is considered to be applicable to the Agreement and the Program:

(i): the revocation is made within one week after he or she accepts the Agreement; and
(ii): the revocation must be in written form to be valid. Provided the revocation is sent within the period discussed above, it is sufficient if the Participant returns the Agreement to the Company or the Company's representative with language that can be understood as his or her refusal to honor the Agreement.

BELGIUM

Terms and Conditions

Taxation of Option. Please be advised that if the Participant does not accept the Option within 60 days after the offer date, the Participant will not be subject to tax on the Option. However, the Participant's option will be cancelled and he or she will not be entitled to any benefits from the Option.

Notifications

Tax Compliance. The Participant is required to report any taxable income attributable to the Option on his or her annual tax return. In addition, the Participant is required to report any bank accounts opened and maintained outside Belgium on his or her annual tax return.

BRAZIL

Terms and Conditions

Compliance with Law. By accepting the Option, the Participant agrees to comply with applicable Brazilian laws and to pay any and all Tax-Related Items associated with the vesting of the Option, the exercise of the Option and the sale of Shares obtained pursuant to the Option.

Notifications

Exchange Control Information. If the Participant holds assets and rights outside Brazil with an aggregate value exceeding US$100,000, then the Participant will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights, including Shares acquired under the Program. Please note that foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

CANADA

Terms and Conditions

Termination of Employment. This provision supplements Section 13(i) of the Agreement.

In the event of involuntary termination of his or her employment (whether or not in breach of local labor laws), the Participant's right to receive any Option and vest under the Program, if any, will terminate effective as of (1) the date the Participant is no longer actively employed by the Company or the Employer, or at the discretion of the Committee, (2) the date the Participant receives notice of termination of employment from the Employer if earlier than (1), regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to statutory law, regulatory law and/or common law). The Participant's right, if any, to acquire Shares pursuant to

an Option after termination of employment will be measured by the date of termination of the his or her active employment and will not be extended by any notice period mandated under local law; the Company shall have the exclusive discretion to determine when the Participant is no longer employed for purposes of the Option.

Data Privacy. The following provision will apply if the Participant is a resident of Quebec and supplements Section 15 of the Agreement:

The Participant hereby authorizes the Company and the Company's representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Program. The Participant further authorizes the Company and any Subsidiary or affiliate and the Program administrator to disclose and discuss the Program with their advisors. The Participant further authorizes the Employer to record such information and to keep such information in the Participant's employee file.

French Language Provision. The following provision will apply if the Participant is a resident of Quebec:

The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Notification

Securities Law Notice. The Participant is permitted to sell Shares acquired through the Program through the designated broker appointed under the Program, if any, provided the resale of Shares acquired under the Program takes place outside of Canada through the facilities of a stock exchange on which the shares are listed. The Company's Shares are currently listed on the New York Stock Exchange.

CHINA

Terms and Conditions

Exercise. The following supplements Section 7 of the Agreement:

Due to regulatory requirements in the PRC, the Participant will be required to exercise the Option using the cashless sell-all exercise method pursuant to which all Shares subject to the exercised Option will be sold immediately upon exercise and the proceeds of sale, less any broker's fees or commissions, will be remitted to the Participant in accordance with any applicable exchange control laws and regulations and provided any liability for Tax-Related Items resulting from the exercise has been satisfied. The Participant acknowledges that the Company's designated broker is under no obligation to arrange for the sale of the Shares pursuant to the cashless sell-all exercise method at any particular price. The Company reserves the right to provide additional methods of exercise depending on the development of local law.

Termination of Employment. The following supplements Section 3 of the Agreement:

Due to exchange control laws in the PRC, in no event can any exercise period following termination of employment exceed six months from the date of termination. Therefore, notwithstanding Sections 3(a), (b) and (f) of the Agreement, in the event of the Participant's termination of employment due to death or Disability, Retirement or if the Participant dies or incurs a Disability after

termination of employment but before the Option expires in accordance with Section 3(a), (b) or (d), any Option that is vested under the terms of Section 3(a), (b) and (f) may be exercised to purchase Shares until the earlier of: (i) the Date of Expiration of the Option; or (ii) the six month anniversary of the Participant's date of termination by reason of death, Disability or Retirement or date of death or Disability following termination of employment.

Exchange Control Requirements. Due to exchange control laws in the PRC, if the Participant is a PRC national, he or she will be required to repatriate the proceeds from the cashless sell-all exercise to the PRC. The Participant understands and agrees that such cash proceeds may need to be repatriated to the PRC through a special exchange control account established by the Company, a Subsidiary, or the Employer, and the Participant hereby consents and agrees that any proceeds from the sale of Shares may be transferred to such special account prior to being delivered to him or her.

The Participant further understands and agrees that there will be a delay between the date the Shares are sold and the date the cash proceeds are distributed to him or her. The Participant also understands and agrees that the Company is not responsible for any currency fluctuation that may occur between the date the Shares are sold and the date the cash proceeds are received by the Participant.

The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in the PRC.

CZECH REPUBLIC

Notifications

Exchange Control Information. The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the purchase of Shares and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, the Participant should consult his or her personal legal advisor prior to the exercise of the Option and the sale of Shares to ensure compliance with current regulations. It is the Participant's responsibility to comply with any applicable Czech exchange control laws.

DENMARK

Terms and Conditions

Nature of Grant. This provision supplements Section 13 of the Agreement:

By accepting the Option, the Participant acknowledges, understands, and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services.

Notifications

Exchange Control and Tax Notification. The Participant may hold Shares acquired under the Program in a safety-deposit account ( e.g. , a brokerage account) either with a Danish bank or with an approved foreign broker or bank. If the Shares are held with a foreign broker or bank, then the Participant is required to inform the Danish Tax Administration about the safety-deposit account. For this purpose, the Participant must file a Form V (Erklaering V) with the Danish Tax Administration. Both the Participant and the broker or bank must sign the Form V. By signing the Form V, the broker or bank undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the Shares in the account. By signing the Form V, the Participant authorizes the Danish Tax Administration to examine the account.

In addition, if the Participant opens a brokerage account (or a deposit account with a U.S. bank), then the brokerage account (or bank account, as applicable) will be treated as a deposit account because cash can be held in the account. Therefore, the Participant must also file a Form K (Erklaering K) with the Danish Tax Administration. Both the Participant and the broker must sign the Form K. By signing the Form K, the broker undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the content of the deposit account. By signing the Form K, the Participant authorizes the Danish Tax Administration to examine the account.

If the Participant exercises the Option using cashless sell-all method of exercise, then a Form V will not be required because the Participant will not hold Shares.

DOMINICAN REPUBLIC

There are no country-specific provisions.

DUBAI

There are no country-specific provisions.

FINLAND

There are no country-specific provisions.

GERMANY

Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the Participant uses a German bank to transfer a cross-border payment in excess of €12,500 (e.g., to transfer the Option Price or proceeds from the sale of Shares acquired under the Program), the bank will make the report for the Participant. In addition, the Participant must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis.

GREECE

There are no country-specific provisions.

INDIA

Terms and Conditions

Method of Exercise. The following provision supplements Section 7 of the Agreement:

The Participant will not be permitted to pay the Option Price through a cashless sell-to-cover method of exercise, whereby the Participant issues instructions to his or her broker to exercise the Option and to effect the immediate sale of the number of Shares necessary to cover the aggregate Option Price payable for the purchased Shares, plus applicable Tax-Related Items and brokerage fees, if any, and remit the remaining Shares to the Participant.

Depending on the development of local laws or the Participant's country of residence, the Company reserves the right to modify the methods of exercising the Option and, in its sole discretion, to permit cashless sell-to-cover exercise, or any other method of exercise and payment of Tax-Related Items permitted under the Program.

Notifications

Exchange Control Information. The Participant understands that he or she must repatriate any proceeds from the sale of Shares acquired under the Program to India and convert the proceeds into local currency within 90 days of receipt. The Participant will receive a foreign inward remittance certificate ("FIRC") from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

IRELAND

Notifications

Director Notification. If the Participant is a director, shadow director or secretary of an Irish Subsidiary of the Company, then the Participant is subject to certain notification requirements under Section 53 of the Companies Act. Among these requirements is an obligation to notify the Irish Subsidiary in writing within five (5) business days when the Participant receives an interest ( e.g. , Options, Shares) in the Company and the number and class of shares or rights to which the interest relates. In addition, the Participant must notify the Irish Subsidiary within five (5) business days when the Participant sells Shares acquired under the Program. This notification requirement also applies to any rights or Shares acquired by the Participant's spouse or children (under the age of 18).

ITALY

Terms and Conditions

Method of Exercise. The following provision supplements Section 7 of the Agreement:

Due to Italian financial services law restrictions, the Participant understands that he or she will be restricted to the cashless sell-all method of exercise pursuant to which all Shares subject to the exercised Option will be sold immediately upon exercise and the proceeds of sale, less any broker's fees or commissions and Tax-Related Items, will be remitted to the Participant. The Participant will not be permitted to hold Shares after exercise. The Company reserves the right to modify the methods of exercising the Option and, in its sole discretion, to permit other methods of exercise and payment permitted under the Program should Italian financial services law restrictions change.

Data Privacy. This provision replaces in its entirety Section 15 of the Agreement:

Data Privacy Notice. The Participant understands that the Employer and/or the Company holds certain personal information about the Participant, including, but not limited to, his or her name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in his or her favor ("Data"), for the purpose of implementing, administering and managing the Program. The Participant is aware that providing the Company with his or her Data is necessary for the performance of the Agreement and that his or her refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect his or her ability to participate in the Program.

mentioned purposes may be located in the Participant's country, or elsewhere, including outside of the European Union and the recipient's country may have different data privacy laws and protections than his or her country. The processing activity, including the transfer of the Participant's personal data abroad, out of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require the Participant's consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Program. The Participant understands that Data processing relating to the purposes above specified shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to D.lgs. 196/2003.

The Participant understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage his or her participation in the Program. The Participant understands that, pursuant to art 7 of D.lgs 196/2003, the Participant has the right, including but not limited to, access, delete, update, request the rectification of his or her Data and cease, for legitimate reasons, the Data processing. Furthermore, the Participant is aware that his or her Data will not be used for direct marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant's local human resources representative.

Grant Terms Acknowledgment. By accepting the Option, the Participant acknowledges that the Participant has received a copy of the Program and the Agreement and have reviewed the Program and the Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Program and the Agreement, including this Appendix. The Participant further acknowledges having read and specifically approves the following sections of the Agreement: Section 8 (Responsibility for Taxes), Section 12 (Miscellaneous), Section 13 (Nature of Grant), Section 17 (Governing Law and Venue), Section 21 (Imposition of Other Requirements), and the Data Privacy provision contained in this Appendix.

Notifications

Exchange Control Information. The Participant is required to report in his or her annual tax return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign investments or investments (including proceeds from the sale of Shares acquired under the Program) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Participant is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on his or her behalf.

JAPAN

There are no country-specific provisions.

KOREA

Notifications

Exchange Control Information. To remit funds out of Korea to exercise the Option by means of a cash exercise method, the Participant must obtain a confirmation of the remittance by a foreign exchange bank in Korea. This is an automatic procedure, ( i.e. , the bank does not need to approve the remittance and the process should not take more than a single day). The Participant likely will need to present to the bank processing the transaction supporting documentation evidencing the nature of the remittance. If the Participant receives US$500,000 or more from the sale of Shares, Korean exchange control laws require the Participant to repatriate the proceeds to Korea within 18 months of the sale.

MALAYSIA

Notifications

Insider Trading Notification. The Participant should be aware of the Malaysian insider-trading rules, which may impact his or her acquisition or disposal of Shares or Options under the Program. Under the Malaysian insider-trading rules, the Participant is prohibited from acquiring or selling Shares or rights to Shares ( e.g. , an Option) when in possession of information which is not generally available and which the Participant knows or should know will have a material effect on the price of Shares once such information is generally available.

Director Notification Obligation. If the Participant is a director of the Company's Malaysian Subsidiary or affiliate, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary or affiliate in writing when the Participant receives or disposes of an interest ( e.g. , an Option or Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

Terms and Conditions

Labor Law Acknowledgement. In accepting the Option, the Participant expressly recognizes that the Company with registered offices at One Edwards Way, Irvine, California 92614, U.S.A., is solely responsible for the administration of the Program and that his or her participation in the Program and acquisition of Shares does not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Program on a wholly commercial basis and his or her sole Employer is Edwards Lifesciences México S.A. de C.V. ("Edwards Mexico") with registered offices at Av. Santa Fé 505—Oficina 203, Col. Cruz Manca Santa Fé, Cuajimalpa, México D.F. C.P. 05349 . Based on the foregoing, the Participant expressly recognizes that the Program and the benefits that the Participant may derive from participating in the Program do not establish any rights between the Participant and the Employer, Edwards Mexico, and do not form part of the employment conditions and/or benefits provided by Edwards Mexico and any modification of the Program or its termination shall not constitute a change or impairment of the terms and conditions of his or her employment.

The Participant further understands that his or her participation in the Program is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant's participation at any time without any liability to the Participant.

Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Program or the benefits derived under the Program, and the Participant therefore grants a full and broad release to the Company, its Subsidiaries, branches, representation offices, shareholders, officers, agents or legal representatives with respect to any claim that may arise.

Reconocimiento de Ausencia de Relación Laboral y Declaración de la Política

México D.F. C.P. 05349 , Derivado de lo anterior, usted expresamente reconoce que el Program y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre usted y su Empleador, Edwards México, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por Edwards México, y expresamente usted reconoce que cualquier modificación al Program o la terminación del mismo de manera alguna podrá ser interpretada como una modificación de sus condiciones de trabajo.

Asimismo, usted entiende que su participación en el Program es el resultado de una decisión unilateral y discrecional de la Compañía, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o terminar su participación en cualquier momento, sin ninguna responsabilidad hacia usted.

Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía, por cualquier compensación o daño en relación con cualquier disposición del Program o de los beneficios derivados del mismo, y en consecuencia usted otorga un amplio y total finiquito a la Compañía, sus afiliadas, sucursales, oficinas de representación, accionistas, directores, agentes y representantes legales con respecto a cualquier demanda que pudiera surgir.

NETHERLANDS

Terms and Conditions

Labor Law Acknowledgment. By accepting the Option, the Participant acknowledges that: (i) the Option is intended as an incentive to remain employed with the Employer and is not intended as remuneration for labor performed; and (ii) the Option is not intended to replace any pension rights or compensation.

Notifications

Securities Law Acknowledgment. The Participant should be aware of the Dutch insider-trading rules, which may impact the sale of Shares issued upon exercise of the Option. In particular, the Participant may be prohibited from effectuating certain transactions if the Participant has inside information about the Company.

Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has "inside information" related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. "Inside information" is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The insider could be any employee of any Subsidiary in the Netherlands who has inside information as described herein.

Given the broad scope of the definition of inside information, certain employees working at a Subsidiary in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when the employee has such inside information.

If the Participant is uncertain whether the insider-trading rules apply to him or her, then the Participant should consult with his or her personal legal advisor.

NEW ZEALAND

There are no country-specific provisions.

NORWAY

There are no country-specific provisions.

POLAND

Notifications

Exchange Control Information. Polish residents holding foreign securities (including Shares) and maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds €15,000. If required, the reports are due on a quarterly basis by the 20th day following the end of each quarter. The reports are filed on special forms available on the website of the National Bank of Poland.

PORTUGAL

There are no country-specific provisions.

PUERTO RICO

There are no country-specific provisions.

SINGAPORE

Notifications

Securities Law Notification. The Option was granted to the Participant pursuant to the "Qualifying Person" exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"). Neither the Agreement nor the Program have been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that his or her Option is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares underlying the Option unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

Director Notification. If the Participant is a director, associate director or shadow director of a Subsidiary or other related company in Singapore, then the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when the Participant receives an interest ( e.g. , Options, Shares) in the Company or any related company. In addition, the Participant must notify the Singapore Subsidiary when he or she sells Shares of the Company or any related company (including when the Participant sells Shares acquired under the Program). These notifications must be made within two (2) business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of the Participant's interests in the Company or any related company within two (2) business days of becoming a director.

SOUTH AFRICA

Terms and Conditions

Responsibility for Taxes. The following provision supplements Section 8 of the Agreement:

By accepting the Option, the Participant agrees that, immediately upon exercise of the Option, he or she will notify the Employer of the amount of any gain realized. If the Participant fails to advise the Employer of the gain realized upon exercise, the Participant may be liable for a fine. The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Employer.

Notifications

Tax Clearance Certificate for Cash Exercises. If the Participant exercises the Option using a cash exercise method, he or she must obtain and provide to the Employer, or any third party designated by the Employer or the Company, a Tax Clearance Certificate (with respect to Foreign Investments) bearing the official stamp and signature of the Exchange Control Department of the South African Revenue Service ("SARS"). The Participant must renew this Tax Clearance Certificate every twelve months, or such other period as may be required by the SARS. If the Participant exercises the Option by a cashless exercise method whereby no funds are remitted out of South Africa, no Tax Clearance Certificate is required.

Under current South African exchange control regulations, the Participant may, during his or her lifetime, invest a maximum of ZAR4,000,000 in offshore investments, including in Shares. It is the Participant's responsibility to ensure that he or she does not exceed this limit. Please note that this is a cumulative allowance; therefore, the Participant's ability to remit funds for the purchase of shares will be reduced if his or her foreign investment limit is utilized to make a transfer of funds offshore that is unrelated to the Program. If the Participant wishes to exercise the Option through a cash purchase exercise and the ZAR4,000,000 limit will be exceeded upon the exercise of the option, the Participant may still transfer funds for payment of the Shares provided that he or she immediately sells the Shares and repatriates the full proceeds to South Africa. There is no repatriation requirement on the sale proceeds if the ZAR4,000,000 limit is not exceeded. If the Participant exercises the Option using a cashless exercise method, the value of the Shares thus purchased will not be counted against the Participant's lifetime offshore investment allowance.

SPAIN

Terms and Conditions

Nature of Grant. The following provision supplements Section 13 of the Agreement:

In accepting the Option, the Participant consents to participate in the Program and acknowledges that the Participant has received a copy of the Program.

The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant stock options under the Program to individuals who may be employees of the Company or a Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Subsidiary. Consequently, the Participant understands that the Option is granted on the assumption and condition that the Option and any Shares acquired upon exercise of the Option are not part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the Option would not be granted to him or her but for the assumptions and conditions referred to herein; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of this Option shall be null and void.

Further, this Option is a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant's termination of employment. This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause; (2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Participant terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates employment due to unilateral breach of contract of the Company or any of its Subsidiaries; or (5) the Participant's employment terminates for any other reason whatsoever, except for Cause. Consequently, upon termination of the Participant's employment for any of the reasons set forth above, the Participant may automatically lose any rights to the unvested Options granted to the Participant as of the date of his or her termination of employment, as described in the Program and the Agreement.

Notifications

Exchange Control Notification. The Participant must declare the acquisition of Shares to the Dirección General de Politica Comercial y de Inversiones Extranjeras (the "DGPCIE") of the Ministerio de Economia for statistical purposes. The Participant must also declare ownership of any Shares with the Directorate of Foreign Transactions each January while the Shares are owned. In addition, if the Participant wishes to import the ownership title of any Shares ( i.e. , share certificates) into Spain, then the Participant must declare the importation of such securities to the DGPCIE.

When receiving foreign currency payments derived from the ownership of Shares ( i.e. , sale proceeds), the Participant must inform the financial institution receiving the payment of the basis upon which such payment is made. The Participant will need to provide the financial institution with the following information: (i) his or her name, address and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) additional information that may be required.

Securities Law Notification. The grant of Options and the Shares issued pursuant to the exercise of the Option are considered a private placement outside of the scope of Spanish laws on public offerings and issuances of securities.

SWEDEN

There are no country specific provisions.

SWITZERLAND

Notifications

Securities Law Notification. The Option offered is considered a private offering in Switzerland; therefore, it is not subject to registration in Switzerland.

TAIWAN

Notifications

Exchange Control Information. The Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or more in a single transaction, the Participant must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank.

If the transaction amount is US$500,000 or more, the Participant may be required to provide additional supporting documentation to the satisfaction of the remitting bank. The Participant should consult his or her personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

THAILAND

Notifications

Exchange Control Information. If the Participant remits funds out of Thailand to purchase Shares, it is the Participant's responsibility to comply with any applicable exchange control laws. Under current exchange control regulations, the Participant may remit funds out of Thailand up to US$1,000,000 per year to purchase Shares (and otherwise invest in securities abroad) by submitting an application to an authorized agent, ( i.e. , a commercial bank authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency). The application includes the Foreign Exchange Transaction Form, a letter describing the Option, a copy of the Program and related documents, and evidence showing the nexus between the Corporation and the Employer.

In addition, the Participant must immediately repatriate the proceeds from the sale of Shares to Thailand and convert the funds to Thai Baht within 360 days of receipt. If the repatriated amount is US$20,000 or more, the Participant must report the inward remittance by submitting the Foreign Exchange Transaction Form to the authorized agent.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following supplements Section 8 of the Agreement:

If payment or withholding of the income tax due is not made within ninety (90) days of the event giving rise to the liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the "Due Date"), the amount of any uncollected income tax liability shall constitute a loan owed by the Participant to the Employer, effective as of the Due Date. The Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty's Revenue & Customs ("HMRC"), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 8 of the Agreement.

Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Participant shall not be eligible for a loan from the Company to cover the Tax-Related Items. In the event that the Participant is a director or executive officer and Tax-Related Items are not collected from or paid by the Participant by the Due Date, the amount of any uncollected tax liability will constitute a benefit to the Participant on which additional income tax and National Insurance contributions ("NICs") will be payable. The Participant understands that he or she will be responsible for reporting any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime.

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Exhibit 10.1

Participant Stock Option Statement
Vesting Schedule ⁽¹⁾
APPENDIX ADDITIONAL TERMS AND CONDITIONS OF THE EDWARDS LIFESCIENCES CORPORATION GLOBAL NON-QUALIFIED STOCK OPTION AGREEMENT

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Exhibit 10.2

Participant Restricted Stock Unit Statement

Name: « First » « Last »
ID: « PSID »


Date of Grant: <Grant Date>		Number of Shares Covered: <Granted>

Vesting Schedule ⁽¹⁾

This certifies that on <Grant Date> Edwards Lifesciences Corporation granted to the Participant shown above a Restricted Stock Unit ("RSU") to receive shares of its common stock as indicated above upon the terms and conditions of the Long-Term Stock Incentive Compensation Program and the attached Restricted Stock Unit Award Agreement (the "Award Agreement"). The Award Agreement describes the Participant's rights under the RSU, including the effect of termination of employment.

Edwards Lifesciences Corporation

Michael A. Mussallem
Chairman and Chief Executive Officer

⁽¹⁾: Standard Vesting is 50% at 3 years and 50% at 4 years after the date of grant. If a Retirement-Eligible Participant retires prior to full vesting, the amount vested upon retirement is calculated based upon vesting at the rate of 25% annually from the date of grant.

Edwards Lifesciences Corporation
Long-Term Stock Incentive Compensation Program
Global Restricted Stock Unit Award Agreement

THIS AGREEMENT, including any appendix for the Participant's country (the "Appendix") and the Participant Restricted Stock Unit Statement attached to the front of this agreement (the "Statement") sets forth the terms and conditions of the restricted stock unit (the "RSU") granted by Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), to the Participant named on the Statement, pursuant to the provisions of the Company's Long-Term Stock Incentive Compensation Program (the "Program"). This agreement, the Appendix and the Statement shall be considered one agreement and are referred to herein as the "Agreement."

The Program provides additional terms and conditions governing the RSU and is incorporated herein by reference. If there is any inconsistency between the terms of this Agreement and the terms of the Program, the Program's terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Program, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of RSU. Effective as of the Date of Grant set forth in the Statement, the Company hereby grants to the Participant an RSU in the manner and subject to the terms and conditions of the Program and this Agreement.

The grant of this RSU to the Participant shall not confer any right to such Participant (or any other Participant) to be granted any RSU or other Awards in the future under the Program.

2. Vesting of RSU and Issuance of Shares. Except as may otherwise be provided in Sections 3, 4 and 6 below, the RSU will vest according to the vesting schedule set forth on the Statement ("Normal Vesting Schedule"), provided the Participant continues to be employed by the Company or one of its Subsidiaries through the applicable vesting date. Shares shall be issued to the Participant as soon as practicable after the applicable vesting date, subject to satisfaction of all Tax-Related Items (as defined in Section 12 below) and to the provisions for U.S. taxpayers set forth in Sections 4 and 9 below.

3. Termination of Employment:

(a): By Death or Disability : All unvested Shares under this RSU shall immediately vest as of the Participant's date of termination by death or Disability.
(b): By Retirement : Regardless of the vesting schedule set forth in the Statement, in the event of the Participant's termination by retirement after age fifty-five (55) and with at least ten (10) years of service with the Company or any Subsidiary, the Participant shall immediately vest in 25% of the RSU for each full year of employment with the Company (or a Subsidiary) measured from the Date of Grant. All remaining unvested Shares under this RSU shall immediately terminate and be forfeited to the Company as of the date of the Participant's termination of employment by Retirement. (For example, if the Participant retires after the first anniversary of the Date of Grant, the Participant will vest in 25% of the RSU with the remainder forfeited; if the Participant retires after the second anniversary of the Date of Grant, the Participant will vest in 50% of the RSU with the remainder forfeited; if the Participant retires after the third anniversary, the Participant will be entitled to an additional 25% vesting as he or she would have already vested in 50% with the remainder forfeited; and if the Participant retires after the fourth anniversary, the Participant shall not receive any additional vesting as he or she would have already vested in 100% of the RSU.)
(c): For Other Reasons : All unvested Shares under this RSU shall immediately terminate and be forfeited to the Company as of the date of the Participant's termination of employment for any reason other than the reasons set forth in Sections 3(a) and (b).

(d): Transfer : For the purposes of this Agreement, a transfer of the Participant's employment between the Company and any Subsidiary (or between Subsidiaries) shall not be deemed a termination of employment.

4. Issuance of Shares for RSUs Subject to Code Section 409A. This Section 4 applies only to the extent that the Participant is a U.S. taxpayer and the RSUs are treated as deferred compensation under Code Section 409A (for instance, if the Participant becomes eligible for retirement vesting acceleration benefits under Section 3(b) hereof prior to the date the RSUs are scheduled to fully vest according to the Normal Vesting Schedule). Except as provided in Sections 4(a) through 4(c), the Shares will be issued issued on the date they vest in accordance with the Normal Vesting Schedule, provided the Participant continues to be employed by the Company or one of its Subsidiaries through the applicable vesting date.

(a)

Termination by Death or Disability; Retirement . The Shares that vest prior to the date set forth in the Normal Vesting Schedule upon (i) the Participant's termination by death or Disability pursuant to Section 3(a) hereof or (ii) the Participant's Retirement pursuant so Section 3(b) hereof shall be issued within 30 days of the Participant's Separation from Service (as defined in Section 9(c)).

(b)

Change in Control .

(i): In the event that a Change in Control giving rise to vesting acceleration pursuant to Section 6 hereof qualifies as a "change of control event" (which has a specified meaning under Code Section 409A), the Shares shall be issued on the date of the Change in Control.
(ii): In the event that the Change in Control does not qualify as a change of control event under Code Section 409A, then, instead of the issuance of Shares, the RSUs shall be settled in cash in an amount equal to the Fair Market Value of the Shares, determined as of the date of the Change in Control. Such cash shall be distributed to the Participant upon the earlier of (i) the date the Shares to which the cash related would have otherwise vested pursuant to the Normal Vesting Schedule or (ii) the date of the Participant's Separation from Service.

(c)

Section 409A Delay . Shares issuable upon the Participant's Separation from Service shall be subject to potential delay pursuant to Section 9(b) hereof.

(d)

Employment Taxes . In the event the employee portion of the U.S. federal, state and local employment taxes required to be withheld by the Company (the "Employment Taxes") becomes due in a calendar year that precedes the year in which the Shares are scheduled to be issued based on the Normal Vesting Schedule (such as in the case where the Participant becomes eligible for retirement vesting acceleration benefits under Section 3(b) hereof before the RSUs are scheduled to fully vest according to the Normal Vesting Schedule), the Participant shall, on or before the last business day of the calendar year in which the Employment Taxes become due, deliver to the Company a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares. [Alternatively, the Company is vested with the authority to collect the Employment Taxes from the Participant by any of the other methods authorized in Section 12 hereof].

5. No Fractional Shares. In no event shall any fractional Shares be issued. Accordingly, the total number of Shares to be issued at the time this RSU vests shall, to the extent necessary, be rounded down to the next whole Share in order to avoid the issuance of a fractional share.

6. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company prior to the Participant's termination of employment for any reason, all Shares under this RSU shall immediately vest.

7. Restrictions on Transfer. This RSU may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

8. Recapitalization. In the event there is any change in the Company's Shares through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Shares subject to this RSU shall be equitably adjusted by the Committee, in the manner determined in its sole discretion, to prevent dilution or enlargement of rights.

9. Section 409A. This Section 9 applies only to the extent that the Participant is a U.S. taxpayer.

(a): Compliance with 409A . This Agreement is intended to comply with the requirements of Section 409A of the Code. Accordingly, all provisions herein shall be construed and interpreted to comply with Code Section 409A. This Agreement may be amended at any time, without the consent of any party, to avoid the application of Code Section 409A in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or RSU granted under the Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the this Agreement, including taxes, penalties or interest imposed under Code Section 409A.
(b): Section 409A Delay . Notwithstanding any provision to the contrary in this Agreement, if Shares or other amounts become issuable or distributable under this Agreement by reason of the Participant's Separation from Service and the Participant is a "specified employee," within the meaning of Code Section 409A, at the time of such Separation from Service, the Shares shall not be issued or distributed to the Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of the Participant's Separation from Service or (ii) the date of the Participant's death, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all Shares or other amounts deferred pursuant to this Section 9 shall be issued or distributed in a lump sum to the Participant. To the extent the payment of any cash amounts to which the Participant becomes entitled under this Agreement is deferred pursuant to the provisions of this Section 9, then the Participant shall be entitled to interest on those cash amounts, for the period the payment of such amounts is so deferred, with such interest to accrue at the prime rate then in effect from time to time during that period and to be paid in a lump sum upon the expiration of the deferral period.
(c): Separation from Service . For purposes of this Agreement, "Separation from Service" means the Participant's separation from service as determined in accordance with Code Section 409A and the applicable standards of the Treasury Regulations issued thereunder.

10. Beneficiary Designation . This Section 10 applies only if the Participant resides in the U.S. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all such benefit. Each such designation shall revoke all prior

designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

11. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company until the Participant has obtained an ownership interest in the Shares.

12. Responsibility for Taxes.

(a): Regardless of any action the Company or the Participant's employer (if different) (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant's participation in the Program that are legally applicable to the Participant ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this RSU, including the grant or vesting of this RSU, the issuance of Shares on the applicable vesting date, the subsequent sale of any Shares acquired at vesting of the RSU and the receipt of any dividends; and (2) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax and/or social security contributions in more than one jurisdiction between the Date of Grant and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b): Prior to any relevant taxable, tax and/or social security contribution withholding event, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, at their sole discretion, to satisfy the obligations with respect to Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to him or her by the Company and/or the Employer or from any equivalent cash payment received upon vesting of the RSU; or (ii) withholding from the proceeds of the sale of Shares acquired at vesting of the RSU, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon vesting of the RSU. To avoid negative accounting treatment, the Company will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant's participation in the Program.
(c): Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items and/or Employment Taxes that the Company or the Employer may be required to withhold or account for as a result of Participant's participation in the Program that cannot be satisfied by the means described in this Section 12 or in Section 4(d). The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares to the Participant if the Participant fails to comply with Participant's obligation in connection with the Tax-Related Items and/or Employment Taxes.

13. Continuation of Employment. This Agreement shall not confer upon the Participant any right to continuation of employment with the Employer nor shall this Agreement interfere in any way with the Employer's right to terminate the Participant's employment at any time with or without cause.

14. Miscellaneous.

(a): This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Program, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Program. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to the exercise of this Award, as it may deem advisable for regulatory compliance, including, without limitation, restrictions under, applicable U.S. federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any state or foreign securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Program and this Agreement, all of which shall be binding upon the Participant.
(b): The Board may terminate, amend, suspend or modify the Program and the Committee may amend this RSU at anytime; provided, however, that no such termination, amendment, suspension or modification of the Program or amendment of this Award may in any material way adversely affect the Participant's rights under this Agreement, without the express consent of the Participant.
(c): The Participant agrees to take all steps necessary to comply with all applicable provisions of U.S. federal, state and foreign securities law in exercising his or her rights under this Agreement.
(d): This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
(e): All obligations of the Company under the Program and this Agreement, with respect to this Award, shall, to the extent legally permissible, be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

15. Nature of Grant. In accepting the RSU, the Participant acknowledges, understands and agrees that:

(a): the Program is established voluntarily by the Company and is discretionary in nature;
(b): the grant of RSU by the Company is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;
(c): all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;
(d): the Participant is voluntarily participating in the Program;
(e): the RSU and any Shares acquired under the Program are not part of normal or expected compensation or salary;
(f): the RSU grant and the Participant's participation in the Program shall not be interpreted to form an employment contract or relationship with the Company or the Employer or any Subsidiary or affiliate of the Company;

(g)

the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(h)

in the event of involuntary termination of the Participant's employment (whether or not in breach of local labor laws), the Participant's right to receive the RSU under the Program, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law ( e.g ., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the RSU;

(i)

for Participants who reside outside the U.S., the following additional provisions shall apply:

(i): the RSU and any Shares acquired under the Program are not intended to replace any pension rights or compensation;
(ii): RSU and the underlying Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer and are outside the scope of Participant's employment contract, if any; such items shall not be included in or part of any for any calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; and
(iii): no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU resulting from termination of the Participant's employment by the Company or the Employer (whether or not in breach of local labor laws) and in consideration of the grant of the RSU to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim and releases the Company and the Employer from any such claim, if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Program, the Participant shall be deemed to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims.

16. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Program, or his or her acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant's participation in the Program before taking any action related to the Program.

17. Data Privacy Notice and Consent. This Section 17 applies if the Participant resides outside the U.S. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other grant materials, by and among, as applicable, the Employer, the Company and any Subsidiary or affiliate of the Company for the exclusive purpose of implementing, administering and managing the Participant's participation in the Program.

The Participant understands that the Company and the Employer hold certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification numbers, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant's favor, for the purpose of implementing, administering and managing the Program ("Data"). The Participant understands that Data may be

transferred to any third parties assisting in the implementation, administration and management of the Program (presently or in the future), that these recipients may be located in Participant's country or elsewhere (e.g., the United States), and that the recipient's country may have different data privacy laws and protections than the Participant's country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.

The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant's participation in the Program, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Shares received upon vesting of the RSUs may be deposited. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant's participation in the Program. Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Participant understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Program. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

18. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

19. Governing Law and Venue. To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, U.S.A.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award, the Program or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted in the courts of Orange County, California, or the federal courts for the United States for the Central District of California, and no other courts, where this grant is made and/or to be performed.

20. Language. If Participant has received this Agreement or any other document related to the Program translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

21. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Program by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Program through an online or electronic system established and maintained by the Company or a third party designated by the Company.

22. Appendix. Notwithstanding any provisions in this Agreement, the RSU shall be subject to any special terms and conditions for the Participant's country set forth in the Appendix. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to the Participant, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate administration of the Program.

23. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant's participation in the Program, on the RSU and on any Shares acquired at vesting of the RSU, to the extent the Company determines it is necessary or advisable to comply with local law or facilitate the administration of the Program, and to require the Participant to accept any additional agreements or undertakings that may be necessary to accomplish the foregoing.

* * * *

By the Participant's electronic acceptance of the Agreement and participation in the Program, the Participant agrees that this RSU is granted under and governed by the terms and conditions of the Program and this Agreement, including the Appendix and the Statement.

APPENDIX
ADDITIONAL TERMS AND CONDITIONS OF THE
EDWARDS LIFERESCIENCES CORPORATION
GLOBAL RESTRICTED STOCK UNIT AGREEMENT

Terms and Conditions

This Appendix includes additional terms and conditions that govern the RSU granted to the Participant under the Program if the Participant resides in one of the non-U.S. countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Program and/or the Agreement.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to his or her participation in the Program. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Program because the information may be out of date at the time that the RSU vests or the Participant sells Shares acquired under the Program.

Finally, the Participant understands that if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Date of Grant, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

AUSTRALIA

Terms and Conditions

Award Payable Only in Shares. The grant of this RSU does not provide the Participant with a right to receive a cash payment; this RSU is payable only in Shares.

Notifications

Securities Law Information. If the Participant acquires Shares pursuant to the RSU and offers the Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice on disclosure obligations prior to making any such offer.

AUSTRIA

Notifications

Exchange Control Notification. If the Participant holds Shares acquired under the Program outside of Austria (even if he or she holds them outside of Austria with an Austrian bank), the Participant understands that he or she must submit an annual report to the Austrian National Bank using the form " Standmeldung/Wertpapiere ." An exemption applies if the value of the securities held

outside Austria as of December 31 does not exceed €5,000,000 or the value of the securities as of any quarter does not exceed €30,000,000. If the former threshold is exceeded, the annual reporting obligations are imposed, whereas if the latter threshold is exceeded, then quarterly reports must be submitted. The annual reporting date is December 31; the deadline for filing the annual report is March 31 of the following year.

(i): the revocation is made within one week after he or she accepts the Agreement; and
(ii): the revocation must be in written form to be valid. Provided the revocation is sent within the period discussed above, it is sufficient if the Participant returns the Agreement to the Company or the Company's representative with language that can be understood as his or her refusal to honor the Agreement.

BELGIUM

Notifications

Tax Compliance. The Participant is required to report any taxable income attributable to the RSU on the Participant's annual tax return. In addition, the Participant is required to report any bank accounts opened and maintained outside Belgium on the Participant's annual tax return.

BRAZIL

Terms and Conditions

Compliance with Law. By accepting the RSU, the Participant agrees to comply with applicable Brazilian laws and pay any and all Tax-Related Items associated with the vesting of the RSU and the sale of Shares obtained pursuant to the RSU.

Notifications

Exchange Control Notification. If the Participant holds assets and rights outside Brazil with an aggregate value equal to exceeding US$100,000, then the Participant will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights. Assets and rights that must be reported include Shares acquired under the Program. Please note that foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

CANADA

Terms and Conditions

Termination of Employment. This provision supplements Section 14(h) of the Agreement.

In the event of involuntary termination of his or her employment (whether or not in breach of local labor laws), the Participant's right to receive any RSU and vest under the Program, if any, will terminate effective as of (1) the date that the Participant is no longer actively employed by the Company or the Employer, or at the discretion of the Committee, (2) the date the Participant receives notice of termination of employment from the Employer, if earlier than (1), regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to statutory law, regulatory law and/or common law); the Company shall have the exclusive discretion to determine when the Participant is no longer employed for purposes of the RSU.

Data Privacy. The following provision will apply if the Participant is a resident of Quebec and supplements Section 17 of the Agreement:

French Language Provision. The following provision will apply if the Participant is a resident of Quebec:

Notification

CHINA

Terms and Conditions

Immediate Sale of Shares. This provision supplements Section 2 of the Agreement:

Due to regulatory requirements in the PRC, upon the vesting and settlement of the RSU, the Participant agrees to the immediate sale of any Shares to be issued. The Participant further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Participant's behalf pursuant to this authorization), and the Participant expressly authorizes the Company's designated broker to complete the sale of such Shares. The Participant acknowledges that the Company's designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the cash proceeds from the sale, less any brokerage fees or commissions, to the Participant in accordance with any applicable exchange control laws and regulations and provided any liability for Tax-Related Items resulting from the vesting of the RSU has been satisfied.

Exchange Control Requirements. Due to exchange control laws in the PRC, if the Participant is a PRC national, he or she will be required to immediately repatriate the cash proceeds from the sale of the Shares to the PRC. The Participant understands and agrees that such cash proceeds may need to be repatriated to the PRC through a special exchange control account established by the Company, a Subsidiary, or the Employer, and the Participant hereby consents and agrees that any proceeds from the sale of Shares may be transferred to such special account prior to being received by him or her.

The Participant further understands and agrees that there will be a delay between the date the Shares are sold and the date the cash proceeds are distributed to the Participant. The Participant also understands and agrees that the Company is not responsible for any currency fluctuation that may occur between the date the Shares are sold and the date the cash proceeds are distributed to the Participant.

The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in the PRC.

CZECH REPUBLIC

Notifications

Exchange Control Information. The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the RSU and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, the Participant should consult the Participant's personal legal advisor prior to the vesting of the RSU to ensure compliance with current regulations. It is the Participant's responsibility to comply with applicable Czech exchange control laws.

DENMARK

Terms and Conditions

Nature of Grant. This provisions supplements Section 15 of the Agreement:

By accepting the RSU, the Participant acknowledges, understands and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services.

Notifications

DOMINICAN REPUBLIC

There are no country-specific provisions.

DUBAI

There are no country-specific provisions.

FINLAND

There are no country-specific provisions.

GERMANY

Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the Participant uses a German bank to transfer a cross-border payment in excess of €12,500 ( e.g ., proceeds from the sale of Shares acquired under the Program), the bank will make the report for the Participant. In addition, the Participant must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis.

GREECE

There are no country-specific provisions.

INDIA

Notifications

IRELAND

Notifications

Director Notification Obligation. If the Participant is a director, shadow director or secretary of an Irish Subsidiary of the Company, then the Participant is subject to certain notification requirements under Section 53 of the Companies Act. Among these requirements is an obligation to notify the Irish Subsidiary in writing within five (5) business days when the Participant receives an interest ( e.g. , RSUs, Shares) in the Company and the number and class of shares or rights to which the interest relates. In addition, the Participant must notify the Irish Subsidiary within five (5) business days when the Participant sells Shares acquired under the Program. This notification requirement also applies to any rights or Shares acquired by the Participant's spouse or children (under the age of 18).

ITALY

Terms and Conditions

Data Privacy. This provision replaces in its entirety Section 17 of the Agreement:

Data Privacy Notice. The Participant understands that the Employer and/or the Company holds certain personal information about the Participant, including, but not limited to, his or her name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs or other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in his or her favor ("Data"), for the purpose of implementing, administering and managing the Program. The Participant is aware that providing the Company with his or her Data is necessary for the performance of the Agreement and that his or her refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect his or her ability to participate in the Program.

The Controller of personal data processing is Edwards Lifesciences Corporation, One Edwards Way, Irvine, California 92614, U.S.A., and, pursuant to D.lgs 196/2003, its representative in Italy is Marianna Lupo with registered office at Edwards Lifesciences Italia SpA Via Patecchio, 4, 20141 Milan Italy. The Participant understands that Data may be transferred to third parties assisting in the implementation, administration and management of the Program, including any transfer required to a broker or other third party with whom cash from the sale of Shares acquired pursuant to this RSU may be deposited. Furthermore, the recipients that may receive, possess, use, retain and transfer such Data for the above mentioned purposes may be located in the Participant's country, or elsewhere, including outside of the European Union and the recipient's country may have different data privacy laws and protections than his or her country. The processing activity, including the transfer of the Participant's personal data abroad, out of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require the Participant's consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Program. The Participant understands that Data processing relating to the purposes above specified shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to D.lgs. 196/2003.

Grant Terms Acknowledgment. By accepting the RSU, the Participant acknowledges that the Participant has received a copy of the Program and the Agreement and have reviewed the Program and the Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Program and the Agreement, including this Appendix. The Participant further acknowledges having read and specifically approves the following sections of the Agreement: Section 12 (Responsibility for Taxes), Section 14 (Miscellaneous), Section 15 (Nature of Grant), Section 19 (Governing Law and Venue), Section 23 (Imposition of Other Requirements), and the Data Privacy provision contained in this Appendix.

Notifications

Exchange Control Information. The Participant is required to report in the Participant 's annual tax return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign investments or investments (including proceeds from the sale of Shares acquired under the Program) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Participant is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on the Participant's behalf.

JAPAN

There are no country-specific provisions.

KOREA

There are no country-specific provisions.

MALAYSIA

Notifications

Malaysian Insider Trading Notification. The Participant should be aware of the Malaysian insider-trading rules, which may impact the Participant's acquisition or disposal of Shares or rights to Shares ( e.g ., RSUs) under the Program. Under the Malaysian insider-trading rules, the Participant is prohibited from acquiring or selling Shares or rights to Shares ( e.g ., RSUs) when the Participant is in possession of information which is not generally available and which the Participant knows or should know will have a material effect on the price of Shares once such information is generally available.

Director Notification Obligation. If the Participant is a director of the Company's Malaysian Subsidiary, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary in writing when the Participant receives or disposes of an interest ( e.g ., RSUs or Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

Terms and Conditions

Labor Law Acknowledgement. In accepting the RSU, the Participant expressly recognizes that the Company with registered offices at One Edwards Way, Irvine, California 92614, U.S.A., is solely responsible for the administration of the Program and that his or her participation in the Program and acquisition of Shares does not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Program on a wholly commercial basis and his or her sole Employer is Edwards Lifesciences México S.A. de C.V. ("Edwards Mexico") with registered offices at Av. Santa Fé 505—Oficina 203, Col. Cruz Manca Santa Fé, Cuajimalpa, México D.F. C.P. 05349 . Based on the foregoing, the Participant expressly recognizes that the Program and the benefits that the Participant may derive from participating in the Program do not establish any rights between the Participant and the Employer, Edwards Mexico, and do not form part of the employment conditions and/or benefits provided by Edwards Mexico and any modification of the Program or its termination shall not constitute a change or impairment of the terms and conditions of his or her employment.

Reconocimiento de Ausencia de Relación Laboral y Declaración de la Política

Al aceptar el Opción, usted expresamente recononce que la Compañía y sus oficinas registradas en One Edwards Way, Irvine, California 92614, U.S.A., es el único responsable de la administración del Program y que su participación en el mismo y la compra de Acciones no constituye de ninguna manera una relación laboral entre usted y la Compañía, toda vez que su participación en el Program deriva únicamente de una relación comercial con Edwards Lifesciences México S.A. de C.V. («Edwards México») y sus oficinas registradas en Av. Santa Fé 505—Oficina 203, Col. Cruz Manca Santa Fé, Cuajimalpa, México D.F. C.P. 05349 . Derivado de lo anterior, usted expresamente reconoce que el Program y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre usted y su Empleador, Edwards México, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por Edwards México, y expresamente usted reconoce que cualquier modificación al Program o la terminación del mismo de manera alguna podrá ser interpretada como una modificación de sus condiciones de trabajo.

NETHERLANDS

Terms and Conditions

Labor Law Acknowledgment. By accepting the RSU, the Participant acknowledges that: (i) the RSU is intended as an incentive to remain employed with the Employer and is not intended as remuneration for labor performed; and (ii) the RSU is not intended to replace any pension rights or compensation.

Notifications

Securities Law Acknowledgment. The Participant should be aware of the Dutch insider-trading rules, which may impact the sale of Shares issued upon vesting of the RSU. In particular, the Participant may be prohibited from effectuating certain transactions if the Participant has inside information about the Company.

has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The insider could be any employee of any Subsidiary in the Netherlands who has inside information as described herein.

If the Participant is uncertain whether the insider-trading rules apply to him or her, then the Participant should consult with his or her personal legal advisor.

NEW ZEALAND

There are no country-specific provisions.

NORWAY

There are no country-specific provisions.

POLAND

Notifications

PORTUGAL

There are no country-specific provisions.

PUERTO RICO

There are no country-specific provisions.

SINGAPORE

Notifications

Securities Law Notification. The RSU was granted to the Participant pursuant to the "Qualifying Person" exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"). Neither the Agreement nor the Program have been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that his or her RSU is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares underlying the RSU unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

Director Notification. If the Participant is a director, associate director or shadow director of a Subsidiary, then the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when the Participant receives an interest ( e.g ., RSUs, Shares) in the Company or any related company. In addition, the Participant must notify the Singapore Subsidiary when the Participant sells Shares of the Company or any related company (including when the Participant sells Shares acquired under the Program). These notifications must be made within two (2) business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of the Participant's interests in the Company or any related company within two (2) business days of becoming a director.

SOUTH AFRICA

Terms and Conditions

Responsibility for Taxes. The following provision supplements Section 12 of the Agreement:

By accepting the RSU, the Participant agrees that, immediately upon vesting and settlement of the RSU, the Participant will notify the Employer of the amount of any gain realized. If the Participant fails to advise the Employer of the gain realized upon vesting and settlement, the Participant may be liable for a fine. The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Employer.

Notifications

Exchange Control Information. To participate in the Program, the Participant must comply with exchange control regulations and rulings in South Africa and neither the Company nor the Employer will be liable for any fines or penalties resulting from the Participant's failure to comply with applicable laws. Because no transfer of funds from South Africa is required under the RSU, no filing or reporting requirements should apply when the RSU is granted or when Shares are issued upon vesting and settlement of the RSU, nor should the RSU or the underlying Shares count towards the ZAR4,000,000 lifetime offshore investment limit. However, because the exchange control regulations are subject to change, the Participant should consult the Participant's personal advisor prior to vesting and settlement of the RSU to ensure compliance with current regulations.

SPAIN

Terms and Conditions

Nature of Grant. The following provision supplements Section 15 of the Agreement:

By accepting the RSU, the Participant consents to participation in the Program and acknowledge that the Participant has received a copy of the Program.

The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Program to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is limited and entered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any parent, Subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the RSU is granted on the assumption and condition that the RSU shall not become part of any employment contract (whether with the Company or any parent, Subsidiary or affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the RSU, which is gratuitous and

discretionary, since the future value of the RSU and the underlying Shares is unknown and unpredictable. The Participant also understands that this grant of RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, then the grant of this RSU shall be null and void.

Further, this RSU is a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant's termination of employment. This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause; (2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Participant terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates employment due to unilateral breach of contract of the Company or any of its Subsidiaries; or (5) the Participant's employment terminates for any other reason whatsoever, except for Cause. Consequently, upon termination of the Participant's employment for any of the reasons set forth above, the Participant may automatically lose any rights to the unvested RSU granted to the Participant as of the date of his or her termination of employment, as described in the Program and the Agreement.

Notifications

Exchange Control Information. The Participant must declare the acquisition of Shares to the Dirección General de Política Comercial e Inversiones Exteriores (" DGPCIE ") of the Ministerio de Economia for statistical purposes. The Participant must also declare the ownership of any Shares with the Directorate of Foreign Transactions each January while the Shares are owned. In addition, if the Participant wishes to import the share certificates into Spain, the Participant must declare the importation of such securities to the DGPCIE.

When receiving foreign currency payments derived from the ownership of Shares ( i.e. , sale proceeds), the Participant must inform the financial institution receiving the payment of the basis upon which such payment is made. The Participant will need to provide the following information: (i) the Participant's name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required.

Securities Law Notification. The grant of the RSU and the Shares issued pursuant to the vesting of the RSU are considered a private placement outside of the scope of Spanish laws on public offerings and issuances of securities.

SWEDEN

There are no country-specific provisions.

SWITZERLAND

Notifications

Securities Law Notification. The grant of the RSU is considered a private offering in Switzerland; therefore, it is not subject to registration in Switzerland.

TAIWAN

Notifications

Exchange Control Information. The Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) into Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or more in a single transaction, the Participant must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank.

THAILAND

Notifications

The Participant must immediately repatriate the proceeds from the sale of Shares to Thailand and convert the funds to Thai Baht within 360 days of receipt. If the repatriated amount is US$20,000 or more, the Participant must report the inward remittance by submitting the Foreign Exchange Transaction Form to the authorized agent.

UNITED KINGDOM

Terms and Conditions

Award Payable Only in Shares. The grant of the RSU does not provide the Participant with a right to receive a cash payment; the RSU is payable only in Shares.

Responsibility for Taxes. The following supplements Section 12 of the Agreement:

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Exhibit 10.2

Participant Restricted Stock Unit Statement
Vesting Schedule ⁽¹⁾
APPENDIX ADDITIONAL TERMS AND CONDITIONS OF THE EDWARDS LIFERESCIENCES CORPORATION GLOBAL RESTRICTED STOCK UNIT AGREEMENT

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Exhibit 10.3

Participant Stock Option Statement

Name : <First> <Last>


Date of Grant: <Grant Date>		Option Price: <Option Price>
Date of Expiration: <Expiration Date>		Number of Shares Covered: <Granted>

Vesting Schedule

Immediate Vesting

This certifies that on <Grant Date>, Edwards Lifesciences Corporation granted to the Participant shown above a Nonqualified Stock Option to purchase shares of its common stock as indicated above upon the terms and conditions of the Nonemployee Directors Stock Incentive Program and the attached Nonqualified Stock Option Award Agreement (the "Award Agreement"). The Award Agreement imposes additional limitations on the Participant's rights under the Option and provides for early termination of the Option (before the Expiration Date set forth above) in the event of termination of the Participant's Directorship.

Edwards Lifesciences Corporation

Michael A. Mussallem
Chairman and Chief Executive Office

Edwards Lifesciences Corporation
Nonemployee Directors Stock Incentive Program—Nonqualified
Stock Option Award Agreement

THIS AGREEMENT, in conjunction with the Participant Stock Option Statement attached to the front of this agreement (the "Statement") effective as of the Date of Grant set forth on the Statement, represents the grant of a nonqualified stock option (the "Option") by Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), to the Participant named on the Statement, pursuant to the provisions of the Nonemployee Directors Stock Incentive Program (the "Program"). This agreement and the Statement shall be considered one agreement and are referred to herein as the "Agreement."

The Program provides additional terms and conditions governing the Option. If there is any inconsistency between the terms of this Agreement and the terms of the Program, the Program's terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Program, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of Stock Option. The Company hereby grants to the Participant an Option to purchase the number of Shares set forth on the Statement, at the stated Option Price set forth on the Statement, which is one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant, in the manner and subject to the terms and conditions of the Program and this Agreement.

The grant of this Option to the Participant shall not confer any right to such Participant (or any other Participant) to be granted any Option or other Awards in the future under the Program.

2. Exercise of Stock Option. Except as may otherwise be provided in Sections 3 and 4 below, the Participant may only exercise this Option according to the vesting schedule set forth on the Statement, provided that no exercise may occur subsequent to the close of business on the Date of Expiration (as set forth on the Statement).

The number of Shares for which this Option becomes vested and exercisable pursuant to this Section 2 shall be rounded up to the next whole number in the event that the use of the percentages set forth on the Statement results in the Option being exercisable with respect to a fractional Share. In addition, the Option may be exercised in whole or in part, but not for less than fifty (50) Shares at any one time, unless fewer than fifty (50) Shares then remain subject to the Option, and the Option is then being exercised as to all such remaining Shares.

3. Termination of Directorship:

(a): By Death or Disability : All unvested Shares under this Option shall immediately vest and become exercisable as of the Participant's date of termination of service by death or Disability. Shares under this Option that vest and become exercisable in accordance with this Section 3(a) or that are already vested and exercisable as of the Participant's date of termination by reason of death or Disability, may be purchased only until the earlier of: (i) the Date of Expiration of this Option; or (ii) the third (3 ^rd ) anniversary of the Participant's date of termination by reason of death or Disability.
(b): For Other Reasons : Unless determined otherwise by the Committee or its designee in their sole discretion, all unvested Shares under this Option shall immediately terminate and be forfeited to the Company as of the date of the Participant's termination of service for any reason other than the reasons set forth in Section 3(a) above. Shares under this Option that are vested and exercisable as of the date of a termination of service for any reason other than those reasons set forth in Section 3(a) above may be purchased until the earlier of: (i) the Date of Expiration of this Option; or (ii) the third (3 ^rd ) anniversary of the Participant's date termination of service.

4. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company prior to the Participant's termination of service for any reason, all Shares under this Option shall immediately vest and become exercisable in full.

7. Procedure for Exercise of Option. This Option may be exercised by delivery of written notice (or such other form of notice as the Company may specify) to the Company at its executive offices, addressed to the attention of its Secretary or the Company's designee. Such notice: (a) shall be signed by the Participant or his or her legal representative (or assented to in a form other than written signature if and to the extent that the Company specifies); (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) if a Registration Statement under the Securities Act of 1933 is not in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased (or a satisfactory "cashless exercise" notice).

The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); (b) by tendering previously acquired Shares (by either actual delivery or attestation) having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months, or a shorter or longer period, if any, as is necessary to avoid variable accounting for the Option); (c) by a "cashless exercise" to the extent permitted under Federal Reserve Board's Regulation T and other applicable law, and subject to such procedures and limitations as the Company may specify from time to time; (d) by any other means which the Committee determines to be consistent with the Program's purpose and applicable law; or (e) by a combination of two or more of (a) through (d).

As promptly as practicable after receipt of notice and payment upon exercise (or satisfactory "cashless exercise" notice) and subject to any Company "cashless exercise" procedures, the Company shall cause to be issued and delivered to the Participant in certificate form or otherwise, evidence of the Shares so purchased, which may, if appropriate, be endorsed with or otherwise include appropriate restrictive legends. The Company shall maintain a record of all information pertaining to the Participant's rights under this Agreement, including the number of Shares for which the Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

8. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

9. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to the Shares subject to this Agreement until such time as the purchase price has been paid, and the Shares have been issued and delivered to him or her.

10. Continuation of Service. This Agreement shall not confer upon the Participant any right to continue providing services to the Company or to be nominated to the Board, nor shall this Agreement interfere in any way with the Company's right to terminate the Participant's service at any time.

11. Miscellaneous.

(a): This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Program, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Program. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to the exercise of this Option, as it may deem advisable for regulatory compliance, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Program and this Agreement, all of which shall be binding upon the Participant.
(b): The Board may terminate, amend, or modify the Program and the Committee may amend or modify this Option at any time; provided, however, that except for the Company's right to cash out this Option under certain circumstances pursuant to Section 6.10 of the Program, no such termination, amendment, or modification of the Program or amendment of this Option may in any material way adversely affect the Participant's rights under this Agreement, without the express consent of the Participant.
(c): The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all federal, state, local and foreign taxes required by law or regulations to be withheld with respect to any exercise of the Participant's rights under this Agreement.

The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the minimum withholding requirement, in whole or in part, by having the Company withhold Shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to or less than the minimum amount required to be withheld.

(d): The Participant agrees to take all steps necessary to comply with all applicable provisions of federal, state and foreign securities law in exercising his or her rights under this Agreement.
(e): This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
(f): All obligations of the Company under the Program and this Agreement, with respect to this Option, shall, to the extent legally permissible, be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
(g): To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

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Exhibit 10.3

Participant Stock Option Statement
Immediate Vesting

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Exhibit 10.4

Edwards Lifesciences Corporation
Nonemployee Directors Stock Incentive Program
Restricted Stock Units Agreement

You have been selected to be a Participant in the Edwards Lifesciences Corporation Nonemployee Directors Stock Incentive Program (the "Program"), as specified below:

Participant: <First> <Last>

Date of Grant: <Grant Date>

Number of Restricted Stock Units Granted : <Granted>

Vesting Dates : The Restricted Stock Units shall vest on the date and in the amount listed below:

Vesting Date		Number of Units Which Vest		Cumulative Number of Units Which Vest			Elective Distribution Date

THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of Restricted Stock Units by Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), to the Participant named above, pursuant to the provisions of the Program.

The Program provides additional terms and conditions governing the Restricted Stock Units. If there is any inconsistency between the terms of this Agreement and the terms of the Program, the Program's terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Program, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Restricted Stock Units. The Participant is entitled to receive one Share for each Restricted Stock Unit, provided the Restricted Stock Units have not terminated.

2. Service to the Company. Except as may otherwise be provided in Sections 5 or 6, the Restricted Stock Units granted hereunder shall vest in three (3) equal annual installments provided the Participant remains a Nonemployee Director of the Company from the Date of Grant through (and including) each of the separate Vesting Dates, as set forth above.

This grant of Restricted Stock Units shall not confer any right to the Participant (or any other Participant) to be granted Restricted Stock Units or other Awards in the future under the Program.

3. Issuance of Shares. Except as may otherwise be provided herein and in the Program, the Shares issuable with respect to any Restricted Stock Units that have vested shall be issued as soon as administratively feasible following the Vesting Date applicable to such units (provided, however, that if the Participant has made a valid election to defer the issuance of Shares under this award to a later date, then the Shares shall be issued as soon as administratively feasible following such later elected date). Any such issuance of Shares shall be subject to applicable Federal and state securities laws.

4. Shareholder Rights. The Participant shall not have any shareholder rights hereunder with respect to any Shares issuable until the Shares have been issued.

5. Termination of Directorship.

a): By Death or Disability: In the event the service of the Participant is terminated due to death or Disability, then the Restricted Stock Units held by the Participant at the time of his or her death or Disability shall immediately become fully vested.
b): Termination for Other Reasons: In the event of the Participant's termination of service with the Company for any reason other than death or Disability, all Restricted Stock Units held by the Participant at the time of service termination and still subject to vesting shall be forfeited by the Participant to the Company.

6. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company prior to the Participant's termination of service, the Restricted Stock Units shall immediately become fully vested.

7. Nontransferability. Restricted Stock Units granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (a "Transfer"), other than by will or by the laws of descent and distribution, except as provided in the Program.

8. Recapitalization. In the event there is any change in the Company's Shares through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee, in the manner determined in its sole discretion, to prevent dilution or enlargement of rights.

9. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant's FICA obligation), domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement. The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the minimum withholding tax requirement, in whole or in part, by having the Company withhold Shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to or less than such minimum withholding tax.

10. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

11. Continuation of Service. This Agreement shall not confer upon the Participant any right to continue providing services to the Company or to be nominated to the Board, nor shall this Agreement interfere in any way with the Company's right to terminate the Participant's service at any time.

12. Miscellaneous.

a): This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Program, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Program. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to this Agreement, as it may deem advisable for regulatory compliance, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Program and this Agreement, all of which shall be binding upon the Participant.

b): The Board may terminate, amend or modify the Program and, the Committee may amend this Agreement; provided, however, that no such termination, amendment, or modification of the Program may in any material way adversely affect the Participant's rights under this Agreement, without the express consent of the Participant.
c): The Participant agrees to take all steps necessary to comply with all applicable provisions of federal, state and foreign securities law in exercising his or her rights under this Agreement.
d): This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
e): All obligations of the Company under the Program and this Agreement, with respect to the Restricted Stock Units, shall to the extent legally permissible, be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
f): To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

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Exhibit 10.4

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Exhibit 10.5

Edwards Lifesciences Corporation
Nonemployee Directors Stock Incentive Program
Restricted Stock Agreement

You have been selected to be a Participant in the Edwards Lifesciences Corporation Nonemployee Directors Stock Incentive Program (the "Program"), as specified below:

Participant: <First> <Last>

Date of Grant: <Grant Date>

Number of Shares of Restricted Stock Granted: <Granted>

Lapse of Restrictions Dates : Restrictions placed on the Shares of Restricted Stock shall lapse on the date and in the amount listed below:

Date on Which Restrictions Lapse		Number of Shares for Which Restrictions Lapse			Cumulative Number of Shares for Which Restrictions Lapse

THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of Shares of Restricted Stock by Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), to the Participant named above, pursuant to the provisions of the Program.

The Program provides additional terms and conditions governing the Restricted Stock. If there is any inconsistency between the terms of this Agreement and the terms of the Program, the Program's terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Program, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Service to the Company . Except as may otherwise be provided in Sections 5 or 6, the Restricted Stock granted hereunder is granted on the condition that the Participant remains a Nonemployee Director of the Company from the Date of Grant through (and including) each of the separate Lapse of Restrictions Dates, as set forth above (each such time period is referred to herein as a "Period of Restriction").

This grant of Restricted Stock shall not confer any right to the Participant (or any other Participant) to be granted Restricted Stock or other Awards in the future under the Program.

2. Certificate Legend . Shares of Restricted Stock granted hereunder shall be registered in the name of the Participant and the Company shall cause to be issued and delivered to the Participant, in certificate form or otherwise, evidence of the purchased Shares of Restricted Stock. If such Shares are certificated, in the sole discretion of the Committee, such certificate may be deposited in a bank or with the Company. Each certificate representing Shares of Restricted Stock granted pursuant to the Program shall bear the following legend:

"The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law is subject to certain restrictions on transfer set forth in the Edwards Lifesciences Corporation Nonemployee Directors Stock Incentive Program, rules of administration adopted pursuant to such Program, and a Restricted Stock Agreement dated May 11, 2007. A copy of the Edwards Lifesciences Corporation Nonemployee Directors Stock Incentive Program, such rules, and such Restricted Stock Agreement may be obtained from the Secretary of Edwards Lifesciences Corporation."

3. Removal of Restrictions . Except as may otherwise be provided herein and in the Program, the Shares of Restricted Stock granted pursuant to this Agreement shall become freely transferable by the Participant on the day following the date and in the amount set forth under the Lapse of Restrictions Dates above, subject to applicable Federal and state securities laws. Once Shares of Restricted Stock are no longer subject to any Period of Restriction, the Participant shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable stock certificates; provided, however, one or more other legends may continue to apply, such as a legend pertaining to transfer restrictions imposed pursuant to Rule 144 of the Securities Act of 1933, as amended.

4. Voting Rights and Dividends . During the Period of Restriction, the Participant may exercise full voting rights and shall accrue all dividends and other distributions paid with respect to the Shares of Restricted Stock while they are held. If any such dividends or distributions are paid in Shares, such Shares shall be subject to the same restrictions on transferability as are the Shares of Restricted Stock with respect to which they were paid.

5. Termination of Directorship .

a): By Death or Disability: In the event the service of the Participant is terminated due to death or Disability during the Periods of Restriction, the Periods of Restriction and the restrictions imposed on the Shares of Restricted Stock held by the Participant at the time of his or her death or Disability shall immediately lapse with all such Shares becoming immediately transferable by the Participant or his or her estate, subject to applicable Federal and state securities laws.
b): Termination for Other Reasons: In the event of the Participant's termination of service with the Company for any reason other than death or Disability during the Periods of Restriction, all Shares of Restricted Stock held by the Participant at the time of service termination and still subject to a Period of Restriction and other restrictions shall be forfeited by the Participant to the Company.

6. Change in Control . Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company during the Periods of Restriction and prior to the Participant's termination of service, the Periods of Restriction and restrictions imposed on the Shares shall immediately lapse with all such Shares of Restricted Stock vesting and becoming freely transferable by the Participant, subject to applicable Federal and state securities laws.

7. Nontransferability . During the Periods of Restriction, Shares of Restricted Stock granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (a "Transfer"), other than by will or by the laws of descent and distribution, except as provided in the Program. If any Transfer, whether voluntary or involuntary, of unvested Shares of Restricted Stock is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Shares of Restricted Stock, the Participant's right to such Shares of Restricted Stock shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse.

8. Recapitalization . In the event there is any change in the Company's Shares through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Shares of Restricted Stock subject to this Agreement shall be equitably adjusted by the Committee, in the manner determined in its sole discretion, to prevent dilution or enlargement of rights.

9. Tax Withholding . The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant's FICA obligation), domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement. The

Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the minimum withholding tax requirement, in whole or in part, by having the Company withhold Shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to such minimum withholding tax.

10. Beneficiary Designation . The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

11. Continuation of Service . This Agreement shall not confer upon the Participant any right to continue providing services to the Company or to be nominated to the Board, nor shall this Agreement interfere in any way with the Company's right to terminate the Participant's service at any time.

12. Special Tax Election.

a): Section 83(b) Election . Under Code Section 83, the excess of the Fair Market Value of the Shares of Restricted Stock on the date any forfeiture restrictions applicable to such Shares lapse over the price paid for those shares, if any, will be reportable as ordinary income on the lapse date. Participant may elect under Code Section 83(b) to be taxed at the time the Shares of Restricted Stock are acquired, rather than on the Lapse of Restrictions Dates. If Participant chooses to make an election under Code Section 83(b), such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement.
b): Filing Responsibility . Participant acknowledges that, if Participant, chooses to file an election under Section 83(b), it is the Participant's sole responsibility, and not the Company's to file a timely election under Code Section 83(b), even if Participant requests the Company or its representatives to make this filing on his or her behalf.

13. Miscellaneous .

a): This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Program, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Program. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to this Agreement, as it may deem advisable for regulatory compliance, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Program and this Agreement, all of which shall be binding upon the Participant.
b): The Board may terminate, amend or modify the Program and, the Committee may amend this Agreement; provided, however, that no such termination, amendment, or modification of the Program may in any material way adversely affect the Participant's rights under this Agreement, without the express consent of the Participant.
c): The Participant agrees to take all steps necessary to comply with all applicable provisions of federal, state and foreign securities law in exercising his or her rights under this Agreement.
d): This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

e): All obligations of the Company under the Program and this Agreement, with respect to the Restricted Stock, shall to the extent legally permissible, be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
f): To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

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Exhibit 10.5

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Exhibit 31.1

EDWARDS LIFESCIENCES CORPORATION
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Michael A. Mussallem, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Edwards Lifesciences Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: May 9, 2011		By:		/s/ MICHAEL A. MUSSALLEM Michael A. Mussallem Chairman of the Board and Chief Executive Officer

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Exhibit 31.1

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Exhibit 31.2

EDWARDS LIFESCIENCES CORPORATION
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Thomas M. Abate, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Edwards Lifesciences Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: May 9, 2011		By:		/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer (Chief Accounting Officer)

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Exhibit 31.2

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Exhibit 32

EDWARDS LIFESCIENCES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Edwards Lifesciences Corporation (the "Company") on Form 10-Q for the period ended March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Michael A. Mussallem, Chairman of the Board and Chief Executive Officer of the Company, and Thomas M. Abate, Corporate Vice President, Chief Financial Officer, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


May 9, 2011				/s/ MICHAEL A. MUSSALLEM Michael A. Mussallem Chairman of the Board and Chief Executive Officer
May 9, 2011				/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer (Chief Accounting Officer)

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Exhibit 32