BOSTON SCIENTIFIC CORP (Form: 8-K, Received: 12/10/2004 16:47:46)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 10, 2004

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

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


      ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS        01760-1537
      --------------------------------------------------        ----------
           (Address of principal executive offices)             (Zip code)

Registrant's telephone number, including area code: (508) 650-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the fling obligation of the registrant under any of the following provisions:

[_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As part of its overall compensation program, Boston Scientific Corporation (the "Company") grants various awards to its executive officers, key employees and non-employee directors under the Company's 1995, 2000 and 2003 Long-Term Incentive Plans (the "Plans"). The Plans have been approved by the Company's stockholders and are on file with the Securities and Exchange Commission. Forms of grant agreements for Non-Qualified Stock Option, Restricted Stock and Deferred Stock Unit awards to executive officers and other key employees are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively. Forms of grant agreements for Non-Qualified Stock Option, Restricted Stock and Deferred Stock Unit awards to non-employee directors are also attached hereto as Exhibits 10.5, 10.6 and 10.7, respectively.

The Company's Performance Incentive Plan which provides an annual cash bonus opportunity for salaried personnel including executive officer is based upon the level of achievement of quarterly Company and individual objectives. Corporate achievement is measured on a quarterly basis against sales and profitability goals through a matrix of revenue and net income objectives. Individual achievement for an executive officer is measured by comparing the performance of the strategic corporate functions for which each executive officer is responsible against the business plan of the Company. The Executive Compensation and Human Resources Committee of the Board of Directors (the "Compensation Committee") of the Company in accordance with its charter reviews and recommends to the Board the performance-based annual bonuses under the Plans for each executive officer. Also in accordance with its charter, the Compensation Committee reviews and evaluates the goals and objectives of the Chief Executive Officer and determines and approves the compensation of the Chief Executive Officer. A form of the Company's Performance Incentive Plan is attached hereto as Exhibit 10.8.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

10.1 Form of Non-Qualified Stock Option Agreement (vesting over three years)

10.2 Form of Non-Qualified Stock Option Agreement (vesting over four years)

10.3 Form of Restricted Stock Award Agreement

10.4 Form of Deferred Stock Unit Award Agreement

10.5 Form of Non-Qualified Stock Option Agreement (Non-employee Directors)

10.6 Form of Restricted Stock Award Agreement (Non-Employee Directors)

10.7 Form of Deferred Stock Unit Award Agreement (Non-Employee Directors)

10.8 Form of Performance Incentive Plan

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOSTON SCIENTIFIC CORPORATION

Date: December 10, 2004         By: /s/ Lawrence J. Knopf
                                    ------------------------------
                                    Lawrence J. Knopf
                                    Vice President and Assistant General Counsel

INDEX TO EXHIBITS

Exhibit
Number    Description
------    -----------


 10.1     Form of Non-Qualified Stock Option Agreement (vesting over three
          years)

 10.2     Form of Non-Qualified Stock Option Agreement (vesting over four years)

 10.3     Form of Restricted Stock Award Agreement

 10.4     Form of Deferred Stock Unit Award Agreement

 10.5     Form of Non-Qualified Stock Option Agreement (Non-employee Directors)

 10.6     Form of Restricted Stock Award Agreement (Non-Employee Directors)

 10.7     Form of Deferred Stock Unit Award Agreement (Non-Employee Directors)

 10.8     Form of Performance Incentive Plan

EXHIBIT 10.1

BOSTON SCIENTIFIC CORPORATION

[_] LONG-TERM INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

DATE

PREPARED FOR:

EMPLOYEE'S NAME

This Agreement is entered into by and between Boston Scientific Corporation (the "Corporation") and the person whose name appears on the signature page hereof (the "Optionee") effective as of the ____ day of __________, 200[_]. This Agreement is made pursuant to the Boston Scientific Corporation [_] Long-Term Incentive Plan (the "Plan"), which is administered by the Committee.

Capitalized terms not defined in this Agreement have the same meanings specified in the Plan.

I. GRANT OF OPTION

The Corporation hereby grants to the Optionee a Non-Qualified Stock Option (the "Option") to purchase that number of shares of common stock of the Corporation set forth on the signature page hereof (the "Option Shares") at the price set forth on the signature page hereof (the "Exercise Price").

II. TERM AND VESTING OF OPTION

Except as otherwise provided in Section IV, the Option shall have a term of ten
(10) years from ___________, 200[ ] until ___________, 20[_] and shall vest in accordance with the vesting schedule set forth on the signature page hereof.

III. EXERCISE OF OPTION

While this Option remains exercisable, the Optionee may exercise a vested portion of the Option by delivering to the Corporation or its designee in the form and at the location specified by the Corporation, notice stating the Optionee's intent to exercise a specified number of shares subject to the Option and payment of the full Exercise Price for the specified number of shares. The payment for the full Exercise Price for the shares exercised must be made in (i) cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the order of the Corporation, (iii) in whole or in part in Common Stock of the Corporation owned by the Optionee, valued at Fair Market Value or (iv) if available to the Optionee, by "cashless exercise", by the Optionee delivering to his/her securities broker instructions to sell a sufficient number of shares of Common Stock to cover the Exercise Price, applicable tax obligations and the brokerage fees and expenses associated therewith.

Shares of Common Stock of the Corporation used for payment, in whole or part, of the Exercise Price must have been owned by the Optionee, free and clear of all liens or encumbrances for a period of at least six (6) months prior to the exercise date. In addition, the Committee may impose such other or different requirements as it may deem necessary to avoid charges to earnings of the Corporation.

specified by the Corporation, subject to Optionee's payment in full of the Option Shares to be exercised. Notice of exercise of all portions of the Option being exercised along with payment in full of the Exercise Price for such portion must be received by the Corporation or its designee on or prior to the last day of the Option term, as set forth in Section II above, except as provided in Section IV below.

Upon the Corporation's determination that there has been a valid exercise of the Option, the Corporation shall issue certificates in accordance with the terms of this Agreement, or cause the Corporation's transfer agent to make the necessary book entries, for the shares subject to the exercised portion of the Option. However, the Corporation shall not be liable to the Optionee, the Optionee's personal representative, or the Optionee's successor(s)-in-interest for damages relating to any delays in issuing the certificates or in making book entries, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in making book entries, or in the certificates themselves.

IV. TERMINATION OF EMPLOYMENT

Upon the Optionee's termination of employment for reasons of Retirement, death or Disability, all remaining unexercised portion(s) of the Option shall immediately vest and become exercisable by the Optionee or the Optionee's appointed representative, as the case may be, until the expiration of term of the Option, or such other term as the Committee may determine at or after grant, provided that such exercise period does not extend beyond the original term of the Option and no portion of the Option shall become vested earlier than six (6) months from the date of grant.

Upon termination of the Optionee's employment for reasons other than for Cause or those set forth above, the Optionee shall have the shorter of (i) twelve (12) months from the date of termination or (ii) the remaining term of the Option, to exercise all vested, unexercised portion(s) of the Option. Upon termination of the Optionee's employment for reasons other than for Cause, all non-vested unexercised portions of the Option shall lapse; provided that the Committee, in its sole discretion, may extend the exercise period and/or accelerate vesting of unvested portions of the Option provided that such exercise period does not extend beyond the original term of the Option and no portion of the Option shall become vested earlier than six (6) months from the date of grant.

At the time the Optionee is informed of termination of the Optionee's employment for Cause, all unexercised portions of the Option shall lapse and be forfeited.

The Option, to the extent unexercised on the date following the end of any period described above or the Option term set forth above in Section II, shall thereupon lapse and be forfeited.

Any permitted transferee (pursuant to Section VIII below) of the Optionee shall receive the rights herein granted subject to the terms and conditions of this Agreement. No transfer of this Option shall be approved and effected by the Corporation unless (i) the Corporation shall have been timely furnished with written notice of such transfer and any copies of such notice as the Committee may deem, in its sole discretion, necessary to establish the validity of the transfer; (ii) the transferee or

transferees shall have agreed in writing to be bound by the terms and conditions of this Agreement; and (iii) such transfer complies with applicable laws and regulations.

V. NO RIGHTS TO CONTINUED EMPLOYMENT

The Option grant made under the Plan and this Agreement shall not confer on the Optionee any right to continue serving as an employee of the Corporation and this Agreement shall not be construed in any way to limit the Corporation's right to terminate or change the terms of the Optionee's employment.

VI. CHANGE IN CONTROL

All unvested portions of the Option shall vest in the event of a Change in Control (as defined in the Plan), immediately prior to the effective date of the Change in Control and in the case of a Covered Transaction (as defined in the Plan), at least ten (10) days prior to the effective date of a Covered Transaction. This Option shall terminate immediately prior to the Covered Transaction unless the Committee provides, at its discretion, for the substitution or assumption of the Option, by conversion into an option to acquire securities of equivalent kind and value of the surviving entity as of the effective date of the Covered Transaction.

VII. LEGEND ON CERTIFICATE

The certificates representing the shares received by the Optionee pursuant to the exercise of the Option may be stamped or otherwise imprinted with a legend in such form as the Corporation or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Corporation may reflect stop-transfer instructions with respect to such shares.

VIII. TRANSFERABILITY

Except as required by law, the Option granted under this Agreement is not transferable and shall not be sold, transferred, assigned, pledged, gifted, hypothecated or otherwise disposed of by the Optionee other than by will or the laws of descent and distribution or without payment of consideration to Family Members of the Optionee or to trusts or other entities for the benefit of immediate family members of the Optionee. During the Optionee's lifetime, the Option is exercisable only by the Optionee, except as provided in Section IV above.

IX. SATISFACTION OF TAX OBLIGATIONS

The Optionee agrees to make appropriate arrangements with the Corporation for satisfaction of any applicable federal, state or local income tax, withholding requirements or like requirements, including the payment to the Corporation at the time of exercise of the Option of all such taxes and requirements.

X. SECURITIES LAWS

Upon the acquisition of any shares pursuant to the exercise of the Option, Optionee will make or enter into such written representations, warranties and agreements as the Corporation may reasonably request in order to comply with applicable securities laws, or with the Plan.

XI. LEGAL NOTICES

Any legal notice necessary under this Agreement shall be addressed to the Corporation in care of its Secretary at the principal executive office of the Corporation and to the Optionee at the address appearing in the personnel records of the Corporation for such Optionee or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

XII. CHOICE OF LAW

The interpretation, performance and enforcement of this Agreement shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflicts of laws principles) and applicable federal laws.

XIII. CONFLICTS

The Option granted by this Agreement is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. This Agreement contains terms and provisions established by the Committee specifically for the grant described herein. Unless the Committee has been authorized under the Plan to establish specific terms of an option grant, the terms of the Plan shall govern. The Committee retains the right to alter or modify the Option granted under this Agreement as the Committee may determine as in the best interests of the Company.

XIV. HEADINGS

The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

XV. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[remainder of page left intentionally blank]

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Optionee have executed and delivered to the Agreement effective as of the date and year first above written.

Option Shares: # of Shares

Exercise Price: FMV (Date of Grant)

Vesting Schedule:

           Percent of Option           Shares Vesting              Date Vested
           -----------------           --------------              -----------
                 33 1/3%                                           ____________
                 33 1/3%                                           ____________
                 33 1/3%                                           ____________

OPTIONEE

Signature:

Name: Employee Name

BOSTON SCIENTIFIC CORPORATION

[Authorized Officer]

EXHIBIT 10.2

BOSTON SCIENTIFIC CORPORATION

[_] LONG-TERM INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

DATE

PREPARED FOR:

EMPLOYEE'S NAME

This Agreement is entered into by and between Boston Scientific Corporation (the "Corporation") and the person whose name appears on the signature page hereof (the "Optionee") effective as of the ____ day of __________, 200[ ]. This Agreement is made pursuant to the Boston Scientific Corporation [ ] Long-Term Incentive Plan (the "Plan"), which is administered by the Committee.

Capitalized terms not defined in this Agreement have the same meanings specified in the Plan.

I. GRANT OF OPTION

II. TERM AND VESTING OF OPTION

Except as otherwise provided in Section IV, the Option shall have a term of ten
(10) years from ___________, 200[ ] until ________, 20[ ] and shall vest in accordance with the vesting schedule set forth on the signature page hereof.

III. EXERCISE OF OPTION

IV. TERMINATION OF EMPLOYMENT

At the time the Optionee is informed of termination of the Optionee's employment for Cause, all unexercised portions of the Option shall lapse and be forfeited.

The Option, to the extent unexercised on the date following the end of any period described above or the Option term set forth above in Section II, shall thereupon lapse and be forfeited.

transferees shall have agreed in writing to be bound by the terms and conditions of this Agreement; and (iii) such transfer complies with applicable laws and regulations.

V. NO RIGHTS TO CONTINUED EMPLOYMENT

VI. CHANGE IN CONTROL

VII. LEGEND ON CERTIFICATE

VIII. TRANSFERABILITY

IX. SATISFACTION OF TAX OBLIGATIONS

X. SECURITIES LAWS

XI. LEGAL NOTICES

XII. CHOICE OF LAW

XIII. CONFLICTS

XIV. HEADINGS

The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

XV. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[remainder of page left intentionally blank]

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Optionee have executed and delivered to the Agreement effective as of the date and year first above written.

Option Shares: # of Shares

Exercise Price:  $ FMV (Date of Grant)

Vesting Schedule:

                  Percent of Option        Shares Vesting          Date Vested
                  -----------------        --------------          -----------

                        25%                                        ____________
                        25%                                        ____________
                        25%                                        ____________
                        25%                                        ____________

OPTIONEE

Signature:

Name: Employee Name

BOSTON SCIENTIFIC CORPORATION

[Authorized Officer]

EXHIBIT 10.3

BOSTON SCIENTIFIC CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

This Agreement, dated as of the [ ] day of [ ], 200[ ] (the "Grant Date"), is between Boston Scientific Corporation, a Delaware corporation (the "Company"), and the person whose name appears on the Signature Page of this Agreement (the "Participant"), an officer or other key employee of the Company or any of its affiliates or subsidiaries. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company's Long-Term Incentive Plan set forth on the Signature Page of this Agreement (the "Plan").

THIS AGREEMENT MUST BE SIGNED BY THE PARTICIPANT AND RETURNED TO THE STOCK AWARD ADMINISTRATION DEPARTMENT OF THE COMPANY AT LEAST SIX (6) MONTHS PRIOR TO THE FIRST LAPSE OF ANY FORFEITURE RESTRICTIONS CONTAINED HEREIN IN ORDER TO BE EFFECTIVE.

1. Grant and Acceptance of Award. The Company hereby awards to the Participant that number of shares set forth on the Signature Page of this Agreement (the "Restricted Stock") of the Company's common stock, par value $.01 per share (the "Common Stock"), subject to the restrictions set forth below. This award is granted pursuant to and is subject to the terms and conditions of this Agreement and the provisions of the Plan. The Participant hereby accepts the award of the Restricted Stock.

2. Restrictions on Shares. Shares of Restricted Stock awarded hereunder shall be subject to the forfeiture restrictions described in Section 7 hereof and the limits on transferability described in Section 14 below.

4. Participant's Rights in Restricted Stock. The shares of Restricted Stock awarded hereunder shall be evidenced in the manner as the Company may determine. Any shares issued shall be registered in the name of the Participant and certificates representing those shares may be held by the Company and not be delivered to the Participant until the lapse of all forfeiture restrictions with respect to the shares. The Participant agrees to deliver a stock power, endorsed in blank, relating to the shares of Restricted Stock awarded hereunder, if so requested by the Company. During the period

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that shares of Restricted Stock are subject to forfeiture, subject, however, to
Section 14 of this Agreement (relating to limits on transferability), the Participant will have all the rights of a stockholder of the Company with respect to the shares, including the right to receive dividends and the right to vote the shares.

5. Death. Upon the death of the Participant while employed or engaged as a director with the Company and its affiliates or subsidiaries, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall be free of restrictions.

6. Retirement or Disability. In the event of the Participant's Retirement or Disability, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall be free of restrictions.

7. Other Termination of Employment -- Forfeiture of Award. If the employment of the Participant with the Company and its affiliates or subsidiaries is terminated or Participant separates from the Company and its affiliates or subsidiaries for any reason other than death, Retirement or Disability, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall be immediately and automatically forfeited to the Company.

8. Change in Control of the Company. In the event of a Change in Control of the Company, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall be free of restrictions.

9. Consideration for Restricted Stock. The shares of Restricted Stock are being issued for no cash consideration.

10. Legend on Certificate. The certificates representing the shares of Restricted Stock awarded hereunder, if delivered to the Participant prior to the lapse of the forfeiture restrictions, shall bear a legend substantially in the following form:

The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of a Boston Scientific Corporation Long-Term Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and Boston Scientific Corporation. Copies of the Plan and Agreement are on file in the offices of Boston Scientific Corporation at One Boston Scientific Place, Natick, MA 01760-1537.

11. Delivery of Stock. The Company shall not be obligated to deliver any shares of Restricted Stock awarded hereunder until (i) all federal and state laws and regulations as the Company may deem applicable have been complied with;
(ii) the shares have been listed or authorized for listing upon official notice to the New York Stock Exchange, Inc. or have otherwise been accorded trading privileges; and (iii) all

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other legal matters in connection with the issuance and delivery of such shares have been approved by the Company's legal department.

12. Tax Withholding. The Participant shall be responsible for the payment of any federal, state or local taxes of any kind required by law to be paid with respect to the shares of Restricted Stock awarded hereunder, including, without limitation, the payment of any applicable withholding, FICA and similar taxes or obligations. Except as otherwise provided in this Section, upon the lapse of any forfeiture restriction with respect to the Restricted Stock awarded hereunder, the Company shall hold back from the unrestricted shares for which certificates are to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Common Stock having a Fair Market Value on the day of lapse as nearly as possible equal to (rounded to the next whole share) the Company's withholding, FICA and similar tax obligations with respect to the Restricted Stock. To the extent of the Fair Market Value of the withheld shares, Participant shall be deemed to have satisfied Participant's responsibility under this Section 12 to pay these obligations. The Participant shall satisfy Participant's responsibility to pay any other withholding or similar tax obligations with respect to the Restricted Shares, and (subject to such rules as the Committee may prescribe) may satisfy Participant's responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company in writing at least thirty (30) days prior to the lapse of the applicable forfeiture restriction and paying the amount of these tax obligations in cash to the Company within ten (10) business days following the lapse or by making other arrangements satisfactory to the Committee for the payment of these tax obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding requirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any taxes. The obligations of the Company under this Agreement and the Plan shall be conditional upon such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Without limiting the foregoing, if the Participant elects pursuant to Internal Revenue Code Section 83(b) to recognize taxable income in connection with the grant of this Award, Participant must notify the Company of such election in writing within thirty (30) days of the date hereof and must pay in cash to the Company the amount of withholding and other tax obligations associated with the election or make other arrangements satisfactory to the Company for the payment thereof.

13. Investment Intent. The Participant acknowledges that the acquisition of the Restricted Stock is for investment purposes without a view to distribution thereof.

14. Limits on Transferability. Until the restrictions imposed upon the Restricted Stock by this Agreement lapse in accordance with the terms of this Agreement

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or by action of the Committee, the shares of Restricted Stock awarded and accepted hereby are not transferable and shall not be sold, transferred, assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered by the Participant. Transfers of shares of Common Stock by the Participant are subject to the Company's Stock Trading Policy.

15. Award Subject to the Plan. The award made pursuant to this Agreement is made subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and conditions of the Plan will govern and prevail. However, no amendment of the Plan after the date hereof may adversely alter or impair the award of the Restricted Stock pursuant to this Agreement.

16. No Rights to Continued Employment. The grant of the award of Restricted Stock hereunder shall not confer upon the Participant any right to continued employment or other association with the Company or any of its affiliates or subsidiaries; and this Agreement shall not be construed in any way to limit the right of the Company or any of its subsidiaries or affiliates to terminate the employment or other association of the Participant with the Company or to change the terms of such employment or association at any time.

17. Legal Notices. Any legal notice necessary under this Agreement shall be addressed to the Company in care of its General Counsel at the principle executive offices of the Company and to the Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

18. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof) and applicable federal laws.

19. Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to the one and the same instrument.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Participant have executed and delivered this Agreement as a sealed instrument as of the date and year first above written.

PLAN: [ ] LONG-TERM INCENTIVE PLAN
Number of Shares: [ ]

BOSTON SCIENTIFIC CORPORATION

By:_________________________________
Name:
Title:

PARTICIPANT

[Name]

EXHIBIT 10.4

BOSTON SCIENTIFIC CORPORATION

INTENT TO GRANT

DEFERRED STOCK UNIT AWARD AGREEMENT

This Agreement, dated as of the ___ day of ________, 200[ ] (the "Grant Date"), is between Boston Scientific Corporation, a Delaware corporation (the "Company"), and the person whose name appears on the Signature Page of this Agreement (the "Participant"), an employee of the Company or any of its affiliates or subsidiaries. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company's Long-Term Incentive Plan set forth on the Signature Page of this Agreement (the "Plan").

THIS AGREEMENT MUST BE SIGNED BY THE PARTICIPANT AND RETURNED TO THE STOCK AWARD ADMINISTRATION DEPARTMENT OF THE COMPANY AT LEAST SIX (6) MONTHS PRIOR TO THE FIRST INTENDED ISSUE DATE DESCRIBED HEREIN IN ORDER TO BE EFFECTIVE.

1. Grant and Acceptance of Award. The Company hereby indicates its intent to award to the Participant that number of Deferred Stock Units set forth on the Signature Page of this Agreement (the "Unit"), each Unit representing the Company's commitment to issue to Participant one share of the Company's common stock, par value $.01 per share (the "Stock"), subject to certain eligibility and other conditions set forth herein. The award is intended to be granted pursuant to and is subject to the terms and conditions of this Agreement and the provisions of the Plan.

2. Eligibility Conditions upon Award of Units. Participant hereby acknowledges the intent of the Company to award Units subject to certain eligibility and other conditions set forth herein.

4. Participant's Rights in Stock. The shares of Stock if and when issued hereunder shall be registered in the name of the Participant and evidenced in the manner as the Company may determine. During the period prior to the issuance of Stock, the

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Participant will have no rights of a stockholder of the Company with respect to the Stock, including no right to receive dividends or vote the shares of Stock.

5. Death. Upon the death of the Participant while employed by the Company and its affiliates or subsidiaries, the Company will issue to the Participant or beneficiary of the Participant as set forth under the provisions of the Company's program of life insurance for employees, any shares of Stock to Participant to be awarded hereunder that remain subject to eligibility conditions.

6. Retirement or Disability. In the event of the Participant's Retirement or Disability, the Company will issue to Participant any shares of Stock to be awarded hereunder that remain subject to eligibility conditions.

7. Other Termination of Employment -- Eligibility Conditions. If the employment of the Participant with the Company and its affiliates or subsidiaries is terminated or Participant separates from the Company and its affiliates or subsidiaries for any reason other than death, Retirement or Disability, any Units that remain subject to eligibility conditions shall be void and no Stock shall be issued. Eligibility to be issued shares of Stock is conditioned on Participant's continuous employment with the Company through and on the applicable anniversary of the date as set forth in Section 3 above.

8. Change in Control of the Company. In the event of a Change in Control of the Company, the Company will issue to Participant any shares of Stock to be awarded hereunder that remain subject to eligibility conditions.

9. Consideration for Stock. The shares of Stock are intended to be issued for no cash consideration.

10. Delivery of Stock. The Company shall not be obligated to deliver any shares of Stock to be awarded hereunder until (i) all federal and state laws and regulations as the Company may deem applicable have been complied with; (ii) the shares have been listed or authorized for listing upon official notice to the New York Stock Exchange, Inc. or have otherwise been accorded trading privileges; and (iii) all other legal matters in connection with the issuance and delivery of the shares have been approved by the Company's legal department.

11. Tax Withholding. The Participant shall be responsible for the payment of any taxes of any kind required by any national or local law to be paid with respect to the Units or the shares of Stock to be awarded hereunder, including, without limitation, the payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section, upon the issuance of Stock or the satisfaction of any eligibility condition with respect to the Stock to be issued hereunder, the Company shall hold back from the total number of shares of Stock to be delivered to

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the Participant, and shall cause to be transferred to the Company, whole shares of Stock having a Fair Market Value on the date the shares are subject to issuance an amount as nearly as possible equal to (rounded to the next whole share) the Company's withholding, income, social and similar tax obligations with respect to the Stock. To the extent of the Fair Market Value of the withheld shares, Participant shall be deemed to have satisfied Participant's responsibility under this Section 11 to pay these obligations. The Participant shall satisfy Participant's responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy Participant's responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company in writing at least thirty (30) days prior to the date the shares of Stock are subject to issuance and paying the amount of these tax obligations in cash to the Company within ten (10) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding requirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any taxes. The obligations of the Company under this Agreement and the Plan shall be conditional upon such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

12. Investment Intent. The Participant acknowledges that the acquisition of the Stock to be issued hereunder is for investment purposes without a view to distribution thereof.

13. Limits on Transferability. Until the eligibility conditions of this award have been satisfied and shares of Stock have been issued in accordance with the terms of this Agreement or by action of the Committee, the Units awarded hereunder are not transferable and shall not be sold, transferred, assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered by the Participant. Transfers of shares of Stock by the Participant are subject to the Company's Stock Trading Policy.

14. Award Subject to the Plan. The award to be made pursuant to this Agreement is made subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and conditions of the Plan will govern and prevail. However, no amendment of the Plan after the date hereof may adversely alter or impair the issuance of the Stock to be made pursuant to this Agreement.

15. No Rights to Continued Employment. The Company's intent to grant the shares of Stock hereunder shall not confer upon the Participant any right to continued

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employment or other association with the Company or any of its affiliates or subsidiaries; and this Agreement shall not be construed in any way to limit the right of the Company or any of its subsidiaries or affiliates to terminate the employment or other association of the Participant with the Company or to change the terms of such employment or association at any time.

16. Legal Notices. Any legal notice necessary under this Agreement shall be addressed to the Company in care of its General Counsel at the principle executive offices of the Company and to the Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

17. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof) and applicable federal laws.

18. Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to the one and the same instrument.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Participant have executed and delivered this Agreement as a sealed instrument as of the date and year first above written.

PLAN: 2003 LONG-TERM INCENTIVE PLAN
Number of Deferred Stock Units: [ ]

Issuance Schedule
25% Date of Second Anniversary
25% Date of Third Anniversary
25% Date of Fourth Anniversary
25% Date of Fifth Anniversary

BOSTON SCIENTIFIC CORPORATION

By:_________________________________
Name:
Title:

PARTICIPANT

[Name]

EXHIBIT 10.5

BOSTON SCIENTIFIC CORPORATION

[ ] LONG-TERM INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

DATE

PREPARED FOR:

NAME
[Non-Employee Director]

This Agreement is entered into by and between Boston Scientific Corporation (the "Corporation") and the person whose name appears on the signature page hereof (the "Optionee") effective as of the [ ] day of ________, 200[ ]. This Agreement is made pursuant to the Boston Scientific Corporation 2000 Long-Term Incentive Plan, as amended (the "Plan"), which is administered by the Committee.

Capitalized terms not defined in this Agreement have the same meanings specified in the Plan.

I. GRANT OF OPTION

II. TERM AND VESTING OF OPTION

Except as otherwise provided in Section IV, the Option shall have a term of ten
(10) years from [date of grant ] until [ten years from date of grant] and shall vest in accordance with the vesting schedule set forth on the signature page hereof.

III. EXERCISE OF OPTION

The exercise date for the Optionee's exercise of all or a specified portion of the Option pursuant to this Section III will be deemed to be the date on which the Corporation receives the irrevocable commitment from the Optionee to exercise the Option Shares in the form of notice of exercise specified by the Corporation, subject to Optionee's payment in full for the Option Shares to be exercised. Notice of exercise of all portions of the Option being exercised along with payment in full of the Exercise Price for such portion must be received by the Corporation or its designee on or prior to the last day of the Option term, as set forth in Section II above, except as provided in Section IV below.

IV. TERMINATION OF SERVICE

Upon the date an Optionee ceases to be a member of the Board of Directors of the Corporation for reasons of Retirement, death or Disability, all remaining unexercised portion(s) of the Option shall immediately vest and become exercisable by the Optionee or the Optionee's appointed representative, as the case may be, until the expiration of term of the Option, or such other term as the Committee may determine at or after grant.

If the Optionee ceases to be a member of the Board for any other reason than Retirement, death or Disability, the Optionee shall have the shorter of (i) twelve (12) months from the date of departure or (ii) the remaining term of the Option, to exercise all vested, unexercised portion(s) of the Option. Upon cessation of the Optionee's membership on the Board for reasons other than for those set forth above, all non-vested unexercised portions of the Option shall lapse; provided that the Committee, in its sole discretion, may extend the exercise period and/or accelerate vesting of unvested portions of the Option provided that such exercise period does not extend beyond the original term of the Option and no portion of the Option shall become vested earlier than six (6) months from the date of grant.

The Option, to the extent unexercised on the date following the end of any period described above or the Option term set forth above in Section II, shall thereupon lapse and be forfeited.

of the transfer; (ii) the transferee or transferees shall have agreed in writing to be bound by the terms and conditions of this Agreement; and (iii) such transfer complies with applicable laws and regulations.

V. NO RIGHTS TO CONTINUED MEMBERSHIP

The Option grant made under the Plan and this Agreement shall not confer on the Optionee any right to continued membership on the Board of Directors.

VI. CHANGE IN CONTROL

VII. LEGEND ON CERTIFICATE

VIII. TRANSFERABILITY

IX. SATISFACTION OF TAX OBLIGATIONS

X. SECURITIES LAWS

XI. LEGAL NOTICES

XII. CHOICE OF LAW

XIII. CONFLICTS

XIV. HEADINGS

The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

XV. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[remainder of page left intentionally blank]

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Optionee have executed and delivered to the Agreement effective as of the date and year first above written.

Option Shares: # of shares

Exercise Price: FMV (Date of Grant)

Vesting Schedule:

             Percent of Option      Shares Vesting            Date Vested
             -----------------      --------------            -----------
                  33 1/3%                                 [First Anniversary]
                  33 1/3%                                 [Second Anniversary]
                  33 1/3%                                 [Third Anniversary]


                                            OPTIONEE


                                            Signature:
                                                      -----------------------
                                            Name

BOSTON SCIENTIFIC CORPORATION

Signature:

Name Title

EXHIBIT 10.6

BOSTON SCIENTIFIC CORPORATION

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK AWARD AGREEMENT

This Agreement, dated as of the ___ day of _______, 200[ ] (the "Grant Date"), is between Boston Scientific Corporation, a Delaware corporation (the "Company"), and the person whose name appears on the Signature Page of this Agreement (the "Participant"), a non-employee director of the Company. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company's 2000 Long-Term Incentive Plan (the "Plan").

3. Lapse of Restrictions. Except as otherwise provided in Section 5 hereof (relating to death of the Participant), Section 6 hereof (relating to Retirement or Disability of the Participant) and Section 8 hereof (relating to Change in Control of the Company), shares of Restricted Stock awarded hereunder shall become free of the forfeiture restrictions described in Section 7 hereof upon the expiration of Participant's current term of office as a director of the Company. If, however, Participant elected to defer receipt of the Restricted Stock pursuant to the Company's Non-Employee Director Deferred Compensation Program, the Restricted Stock shall become free of the forfeiture restrictions upon commencement of distribution of the deferred amounts in accordance with the Participant's elections under the Deferred Compensation Plan.

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Participant agrees to deliver a stock power, endorsed in blank, relating to the shares of Restricted Stock awarded hereunder, if so requested by the Company. During the period that shares of Restricted Stock are subject to forfeiture, subject, however, to Section 14 of this Agreement (relating to limits on transferability), the Participant will have all the rights of a stockholder of the Company with respect to the shares, including the right to receive dividends and the right to vote the shares. Participant may elect to defer an award of Restricted Stock under the Company's Non-Employee Director Deferred Compensation Plan provided that Participant provides written notice to the Company of his or her election to defer all or a portion of the shares of Restricted Stock prior to the end of the preceding year in which the award of Restricted Stock is granted or, if later, within 30 days after the day on which he or she becomes a director of the Company.

5. Death. Upon the death of the Participant while serving as a director with the Company, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall be free of restrictions.

7. Other Termination -- Forfeiture of Award. If service as a director of the Company ceases or Participant separates from the Company for any reason other than death, Retirement or Disability, any shares of Restricted Stock awarded hereunder that remain subject to forfeiture shall be immediately and automatically forfeited to the Company.

9. Consideration for Restricted Stock. The shares of Restricted Stock are being issued for no cash consideration.

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In addition, certificates representing shares of Restricted Stock shall also bear an Affiliate Legend.

11. Delivery of Stock. The Company shall not be obligated to deliver any shares of Restricted Stock awarded hereunder until (i) all federal and state laws and regulations as the Company may deem applicable have been complied with, and (iii) all other legal matters in connection with the issuance and delivery of such shares have been approved by the Company's legal department.

13. Investment Intent. The Participant acknowledges that the acquisition of the Restricted Stock is for investment purposes without a view to distribution thereof.

14. Limits on Transferability. Until the restrictions imposed upon the Restricted Stock by this Agreement lapse in accordance with the terms of this Agreement or by action of the Committee, the shares of Restricted Stock awarded and accepted hereby are not transferable and shall not be sold, transferred, assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered by the Participant. Transfers of shares of Common Stock by the Participant are subject to the Company's Stock Trading Policy.

16. No Rights to Continued Service. The grant of the award of Restricted Stock hereunder shall not confer upon the Participant any right to continued service as a director of the Company and this Agreement shall not be construed in any way to limit the rights of the Company or its shareholders pursuant to the organizational documents of the Company and applicable law.

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17. Legal Notices. Any legal notice necessary under this Agreement shall be addressed to the Company in care of its General Counsel at the principle executive offices of the Company and to the Participant at the address appearing in the records of the Company for such Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

19. Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Participant have executed and delivered this Agreement as a sealed instrument as of the date and year first above written.

PLAN: [ ] LONG-TERM INCENTIVE PLAN
Number of Shares: #

BOSTON SCIENTIFIC CORPORATION

[Authorized Officer]

PARTICIPANT

Name

EXHIBIT 10.7

BOSTON SCIENTIFIC CORPORATION

NON-EMPLOYEE DIRECTOR

INTENT TO GRANT

DEFERRED STOCK UNIT AWARD AGREEMENT

This Agreement, dated as of the ___ day of ________, 200[ ] (the "Grant Date"), is between Boston Scientific Corporation, a Delaware corporation (the "Company"), and the person whose name appears on the Signature Page of this Agreement (the "Participant"), a non-employee director of the Company. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company's Long-Term Incentive Plan set forth on the Signature Page of this Agreement (the "Plan").

2. Eligibility Conditions upon Award of Units. Participant hereby acknowledges the intent of the Company to award Units subject to certain eligibility and other conditions set forth herein.

3. Satisfaction of Conditions. Except as otherwise provided in Section 5 hereof (relating to death of the Participant), Section 6 hereof (relating to Retirement or Disability of the Participant) and Section 8 hereof (relating to Change in Control of the Company), the Company intends to award shares of Stock hereunder subject to the eligibility conditions described in Section 7 hereof upon the expiration of the Participant's current term of office as a director of the Company. No shares of Stock shall be issued to Participant prior to the date on which the Units vest. Participant may elect to defer an award under the Company's Non-Employee Director Deferred Compensation Plan provided that Participant provides written notice to the Company of his or her election to defer all or a portion of the Units prior to the end of the preceding year in which the award is granted, or, if later, within 30 days after the day in which he or she becomes a director of the Company.

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Participant will have no rights of a stockholder of the Company with respect to the Stock, including no right to receive dividends or vote the shares of Stock.

5. Death. Upon the death of the Participant while serving as a director of the Company, the Company will issue any shares of Stock to Participant to be awarded hereunder that remain subject to eligibility conditions.

7. Other Termination -- Eligibility Conditions. If service as a director of the Company ceases or Participant separates from the Company for any reason other than death, Retirement or Disability, any Units that remain subject to eligibility conditions shall be void and no Stock shall be issued. Eligibility to be issued shares of Stock is conditioned on Participant's service as a director of the Company on the date of the applicable annual meeting of stockholders on which shares of Stock are to be issued.

9. Consideration for Stock. The shares of Stock are intended to be issued for no cash consideration.

12. Investment Intent. The Participant acknowledges that the acquisition of the Stock to be issued hereunder is for investment purposes without a view to distribution thereof.

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15. No Rights to Continued Service. The Company's intent to grant the shares of Stock hereunder shall not confer upon the Participant any right to continued service as a director of the Company and this Agreement shall not be construed in any way to limit the right of the Company or its shareholders pursuant to the organizational documents of the Company and applicable law.

18. Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Participant have executed and delivered this Agreement as a sealed instrument as of the date and year first above written.

PLAN: 2003 LONG-TERM INCENTIVE PLAN
Number of Deferred Stock Units: [ ]

Issuance Schedule
[Date of expiration of Non-Employee
Director's current term of office.]

BOSTON SCIENTIFIC CORPORATION

By:_________________________________
Name: Authorized Officer

PARTICIPANT

[Name]

EXHIBIT 10.8
Boston
Scientific PERFORMANCE INCENTIVE PLAN ("PLAN")
I. PURPOSE OF THE PLAN

The purpose of the Plan is to align Boston Scientific and employee interests by providing incentives for the achievement of key business milestones and individual performance objectives that are critical to the success of Boston Scientific. To this end, individual performance objectives are established during the annual goal setting process. All incentive eligible employees are required to develop a set of written, measurable, annual goals that are agreed to and approved by their direct manager as part of the Performance Achievement and Development Review (PADR) process. Goal setting must be completed no later than the end of the first quarter of each calendar year.

II. ELIGIBLE PARTICIPANTS

The Plan year runs from January 1 - December 31. The Plan covers all United States employees determined by Boston Scientific to be regular salaried exempt (excluding all term employees) employees who are ineligible for commissions under any sales compensation plan. The Plan also covers those Boston Scientific International and expatriate/inpatriate employees selected by Boston Scientific for participation. The Plan does not include any other employees, including those in positions covered by sales compensation plans. The plan also does not include any employees who are eligible for any other Boston Scientific incentive plan or program unless the terms of that plan or program expressly permit participation in both that plan or program and this Plan. Employees who meet the above eligibility criteria and who have at least two full months of eligible service during the Plan year may participate in the Plan on a prorated basis, proration to be based on the percentage of time the employee was eligible to participate under all applicable criteria and in the following circumstances: if (1) they have less than one year of eligibility during the Plan year; (2) their incentive target percent has changed during the Plan year; or (3) they have changed their business unit during the Plan year. Employees who have less than two full months of eligible service during the Plan year are not eligible to participate in the Plan. Boston Scientific may review Plan participation eligibility criteria from time to time and may revise such criteria at any time, even within a Plan year, with or without notice and within its sole discretion.

EMPLOYEES AND MANAGERS OF THOSE EMPLOYEES who do not complete the annual PADR goal setting process by the end of the first quarter of a given calendar incentive year will be ineligible to participate in the Plan for that year.

III. BOSTON SCIENTIFIC PERFORMANCE MEASURES AND INCENTIVE POOL FUNDING

For each quarter of the calendar year, the Boston Scientific Executive Committee will identify critical performance measures and the weighting of total Boston Scientific and Group/Division/Region performance (Exhibit
I), as well as the incentive pool funding that will be established for each level of Boston Scientific and Group/Division/Region performance. Each quarter's performance will be measured against quarterly targets and will be evaluated and funded separately. The total annual funding will be the sum of each quarter's funding.

The performance of the operating plants and distribution centers ("Operations") will be measured quarterly on a year to date basis against annual goals; that is, new goals will not be established by quarter. A scorecard has been developed to track leading performance metrics for each plant and distribution center. The total funding will be based on cumulative BSC sales and net income funding for each quarter, (using a year to date average for each of the first three quarters and the actual amounts for the fourth quarter), plus the latest year to date plant/distribution center metrics and funding. The individual objective weight will be adjusted year to date based on the above results. Since goals are set on an annual basis, over or under operations metrics achievement in a given quarter can be offset by subsequent quarters reflected in the latest year to date cumulative results.

Boston
Scientific PERFORMANCE INCENTIVE PLAN ("PLAN")

Except as noted herein, any payments due to plan participants will be made in the first quarter of the year following the plan year. Incentive payments may be made in more than one installment. The unweighted funding levels for Boston Scientific and Group/Division/Region and Operations performance will be based on the Performance Funding outlined in Exhibit II.

The Boston Scientific Executive Committee has sole authority over administration and interpretation of the Plan and retains its right to exercise discretion as it sees fit. The Boston Scientific Executive Committee will recommend the level of Plan funding to the Board of Directors for its approval. Subject to the Board's approval, the incentive payment for any participant will be based upon the overall funding available and the employee's individual performance relative to other Plan eligible employees in the applicable business unit, as determined by Boston Scientific.

IV. INCENTIVE TARGETS

Incentive targets have been established for all eligible participants. These incentive targets represent the incentive (as a percent of base salary) that an individual is eligible to receive. Funding calculation examples are contained in Exhibit III.

For some participants, there will be one incentive pool (see Exhibit I) which is funded by a weighted combination of Boston Scientific's overall performance and the applicable Group/Division/Region/Operations performance. For other participants there will be two incentive pools: 1) funded by a weighted combination of Boston Scientific's overall performance and the applicable Group/Division/Region/Operations performance and 2) a pool funded at a minimum of 50% (20% for Operations) of target incentive for eligible participants regardless of total BSC's and Group/Division/Region/Operations performance.

All incentive eligible employees must have established annual goals agreed to by their direct manager and which link to their appropriate level of accountability. An individual participant's incentive payment will be determined based on an assessment of the overall individual performance contribution in the context of the applicable incentive pool(s).

IT IS BOSTON SCIENTIFIC'S AIM TO PROVIDE SIGNIFICANT INCENTIVE AND REWARD OPPORTUNITIES TO EMPLOYEES FOR WORLD-CLASS PERFORMANCE ACHIEVEMENT. SINCE OUR BUSINESS GOALS (E.G. SALES, PROFIT, ETC.) ARE NORMALLY SET AT A LEVEL ABOVE OUR BUSINESS COMPETITORS (AGGRESSIVE BUT REALISTIC), WE HAVE SET OUR INCENTIVE TARGETS AGGRESSIVELY AS WELL. THE INCENTIVE POOL FOR CORPORATE/BUSINESS UNIT PERFORMANCE MAY BE FUNDED AS HIGH AS 120% OF TARGET. ABOVE MARKET REWARDS CAN BE EARNED FOR ABOVE MARKET PERFORMANCE.

BOSTON SCIENTIFIC PERFORMANCE THAT MEETS OR THAT IS BELOW ITS BUSINESS TARGETS (ASSUMING PERSONAL GOALS AND OBJECTIVES ARE MET OR EXCEEDED) MAY STILL PROVIDE REWARDS (SALARY PLUS INCENTIVE) THAT ARE GREATER THAN OR EQUAL TO OUR COMPETITORS'. SEE EXHIBIT IV FOR AN INCENTIVE CALCULATION EXAMPLE. EXCEPT AS NOTED, NOTHING IN THIS PLAN GUARANTEES ANY INCENTIVE PAYMENT WILL BE MADE TO ANY INDIVIDUAL. RECEIPT OF AN INCENTIVE PAYMENT IN ONE YEAR DOES NOT GUARANTEE ELIGIBILITY IN ANY FUTURE YEAR.

V. INDIVIDUAL INCENTIVE PAYMENTS

THE INCENTIVE PAYMENT FOR ANY ELIGIBLE EMPLOYEE MAY VARY FROM THE APPROVED AND APPLICABLE INCENTIVE POOL FUNDING BASED ON THAT INDIVIDUAL'S PERFORMANCE AND ACHIEVEMENT OF OBJECTIVES RELATIVE TO OTHER ELIGIBLE EMPLOYEES IN THE APPLICABLE BUSINESS UNIT. HOWEVER, THE TOTAL OF INCENTIVE PAYMENTS TO ALL ELIGIBLE INDIVIDUALS MAY NOT EXCEED THE APPLICABLE FUNDING POOL(S).

Boston
Scientific PERFORMANCE INCENTIVE PLAN ("PLAN")

VI. PAYMENT CRITERIA

A participant must be employed by Boston Scientific on December 31 of the Plan year to be eligible to receive any award pay-out under the Plan. For example, a participant who is not required to report to work during any notification period applicable under any Boston Scientific severance or separation plan, but who is still an employee on December 31, will remain eligible to receive any award pay-out under the Plan. A participant who specifically has been exempted under a specially designed, written Boston Scientific plan or program from the requirement to be employed on December 31 may remain eligible, depending on the terms of the applicable written plan document; in such cases, the terms of such written plan document will govern in all respects, including as to eligibility, timing and amount of any incentive payment. Notwithstanding anything herein, this Plan does not confer eligibility on any employee on leave of absence status.

Except as noted above, all incentive payments will be based on a participant's November 1 salary level. Except as noted above, incentive payments will be made in the first quarter of the year following the Plan year.

VII. TERMINATION, SUSPENSION OR MODIFICATION AND INTERPRETATION OF THE PLAN

Boston Scientific may terminate, suspend or modify and if suspended, may reinstate with or without modification all or part of the Plan at any time, with or without notice to the participant. Boston Scientific reserves the exclusive right to determine eligibility to participate in this Plan and to interpret all applicable terms and conditions, including eligibility criteria.

VIII. OTHER

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