Form 8-K BOSTON SCIENTIFIC CORP For: Oct 28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM�8-K

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CURRENT REPORT

PURSUANT TO SECTION�13 OR 15(d)�OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): October�28, 2014

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BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant�s telephone number, including area code: (508) 683-4000

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

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o� Written communication pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

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Item 5.02.� Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(i)����������� 2015 Annual Bonus Plan

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On October�28, 2014, upon the recommendation of the Executive Compensation and Human Resources Committee (the �Compensation Committee�), the Board of Directors (the �Board�) of Boston Scientific Corporation (the �Company�) approved the Company�s 2015 Annual Bonus Plan effective for the performance period January�1, 2015 through December�31, 2015.

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As part of the Company�s overall compensation program, the 2015 Annual Bonus Plan provides an annual cash incentive opportunity for eligible salaried personnel (including the Company�s named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics. The 2015 Annual Bonus Plan is substantially similar to the Company�s 2014 Annual Bonus Plan and provides:

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������������������ for a single bonus pool (the �Total Annual Bonus�) that will be based on the Company�s performance measured against achievement of corporate-level performance metric goals for adjusted earnings per share and global sales on a constant currency basis (�Global sales�);

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������������������ the Total Annual Bonus as operated (i)�will be capped at 95% of the aggregate annual bonus pool target (the �Aggregate Annual Target�) in the event that the performance for Global sales is below 95% of the Company�s approved performance goal for that metric; and (ii)�will have a ceiling of 150% and a floor of 50% of the Aggregate Annual Target, with the Board having discretion to terminate, suspend or modify the plan and to reduce the Total Annual Bonus based on the Company�s performance relative to its quality objectives and performance of its quality systems;

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������������������ the Total Annual Bonus will be allocated among corporate, global operations and each participating business, regional and country unit (each, a �participating unit�) based on each participating unit�s overall and relative performance measured against its achievement of that unit�s predetermined �Scorecard� performance metrics and goals and taking into consideration, as appropriate, other factors; such allocation will be a percentage of the annual bonus pool target for each participating unit (representing the total target annual bonuses of all eligible employees for the year within that unit) (each such allocated amount, an �Assigned Bonus Pool�); and

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������������������ the Assigned Bonus Pool for each participating unit will then be allocated among all managers of plan participants within that participating unit. Such managers will then evaluate the performance of the participants under their management and determine, for each participant, the percentage (between 0% and 200%) of the participant�s target annual bonus that will be used to determine the participant�s bonus award.

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Awards to certain executive officers under the 2015 Annual Bonus Plan are subject to the Company�s recoupment policy, which provides that, to the extent permitted by law, the Company may seek reimbursement of a bonus award in the event of an executive officer�s misconduct or gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company.� The Company may also seek reimbursement of a bonus award if there is a restatement of the Company�s financial results that would have reduced a previously granted bonus award�s size or payment.� The amount to be recouped would be the amount of any such reduction.� Finally, if the Company determines that it is required by law to apply a �clawback� or alternate recoupment provision to a bonus award, under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the �Dodd-Frank Act�) or otherwise, then such clawback or recoupment provision also will apply

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to the bonus award, as applicable, as if it had been included on the date the 2015 Annual Bonus Plan was established.

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This description of the 2015 Annual Bonus Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such plan. A copy of the 2015 Annual Bonus Plan is included in this filing as Exhibit�10.1 and incorporated herein by reference.

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(ii)������� 2015 Performance Share Programs

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On October�28, 2014, upon the recommendation of the Compensation Committee, the Board approved the adoption of two performance share programs, the Boston Scientific Corporation 2015 Total Shareholder Return Performance Share Program (the �2015 TSR PSP�) and the Boston Scientific Corporation 2015 Free Cash Flow Performance Share Program (the �2015 FCF PSP�). These programs are substantially similar to the performance share programs for 2014 and represent an important component of the overall mix of the Company�s long-term incentive program. Under both programs, performance share awards will be granted, if the relevant program criteria are met, to the Company�s executive officers in the form of deferred stock units issued under the Company�s 2011 Long Term Incentive Plan, which was previously approved by the Company�s stockholders. Awards to certain executive officers under both programs are subject to the Company�s recoupment policy, which provides that, to the extent permitted by law, the Company may seek recovery of performance share units in the event of an executive officer�s misconduct or gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company.� In addition, if the Company determines that it is required by law to apply a �clawback� or alternate recoupment provision to a performance share award, under the Dodd-Frank Act or otherwise, then such clawback or recoupment provision also will apply to the performance share award, as applicable, as if it had been included on the date the performance share award was granted.

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(A)������������������������������ 2015 Total Shareholder Return Performance Share Program

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The purpose of the 2015 TSR PSP is to align the Company�s executive compensation program with the interests of stockholders and to reinforce the concept of pay for performance by comparing the Total Shareholder Return (�TSR�) of the Company�s common stock to the TSR of the other companies included in the S&P 500 Healthcare Index over a three-year period beginning on January�1, 2015 and ending on December�31, 2017 (the �Performance Period�). The number of performance shares awarded will be in a range of 0% to 200% of each participant�s target number of awards based on the Company�s TSR rank. Performance share awards will vest only upon satisfaction of both the performance criteria and the payment eligibility criteria set forth in the 2015 TSR PSP, subject to certain exceptions in the event of a change of control or termination for retirement, death or disability.

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This description of the 2015 TSR PSP does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such program. A copy of the 2015 TSR PSP is included in this filing as Exhibit�10.2 and incorporated herein by reference.

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(B)������������������������������ 2015 Free Cash Flow Performance Share Program

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The purpose of the 2015 FCF PSP is to align the Company�s executive compensation program with the interests of stockholders and to reinforce the concept of pay for performance by providing incentives for the achievement of key business performance objectives critical to its success.� Under the 2015 FCF PSP, performance will be measured by comparing the Company�s free cash flow for the one-year period beginning on January�1, 2015 and ending on December�31, 2015 against its 2015 financial plan performance for free cash flow. The number of performance shares awarded will be in a range of 0% to 150% of each participant�s target number of awards based on the Company�s free cash flow as compared to its financial plan. Performance share awards will only vest

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upon satisfaction of both the performance criteria and the payment eligibility criteria (which includes a three-year service period) set forth in the 2015 FCF PSP, subject to certain exceptions in the event of a change of control or termination for retirement, death or disability.

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This description of the 2015 FCF PSP does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such program. A copy of the 2015 FCF PSP is included in this filing as Exhibit�10.3 and incorporated herein by reference.

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(iii)��� Amendment and Restatement of Executive Retirement Plan

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On October�28, 2014, upon the recommendation of the Compensation Committee, the Board approved the amendment and restatement of the Boston Scientific Corporation Executive Retirement Plan effective November�1, 2014 (as amended and restated, the �Plan�).� The amendments reflected in the Plan, among other things, create an additional participant eligibility classification for employees that are �Grandfathered Individuals.�� Under the Plan, an employee is a Grandfathered Individual if (i)�he or she has completed at least 10 continuous years of service with the Company prior to retiring, (ii)�immediately prior to retiring he or she is serving in a �Special Assignment,� which is a regular position of employment with the Company that he or she assumed, at the written request of the Chief Executive Officer or his or her designee, immediately after serving for a period of at least five consecutive years as a member of the Company�s executive committee and/or in a division president position not on the executive committee, and (iii)�the Compensation Committee approved the inclusion of the employee in an eligibility classification as a Grandfathered Individual in connection with his or her acceptance of the Special Assignment.

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The Plan continues to require that in order for a participant to receive benefits under the Plan, among other things, upon his or her retirement the participant�s age plus his or her years of service with the Company must total at least 65�years (provided that the executive is at least 55�years old and has been employed by the Company for at least five years).� If a Grandfathered Individual satisfies the requirements to receive benefits under the Plan, he or she will receive a lump sum benefit payable in the first payroll period after the last day of the six-month period following his or her retirement.� In the case of a Grandfathered Individual that served as a member of the Company�s executive committee during the entire five-year period immediately prior to assuming the Special Assignment, the lump sum benefit will be equal to 2.5 months of salary for each year of service, up to a maximum of 36�months� pay.� For a Grandfathered Individual that did not serve as a member of the Company�s executive committee during the entire five-year period immediately prior to assuming the Special Assignment, the lump sum benefit will be equal to 1.5 months of salary for each year of service, up to a maximum of 24�months� pay.� The base salary used for purposes of calculating the lump sum benefit will be the greater of the Grandfathered Individual�s base salary immediately prior to retirement or his or her base salary immediately prior to assuming the Special Assignment.

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This description of amendments to the Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such Plan.� A copy of the Plan is included in this filing as Exhibit�10.4 and incorporated herein by reference.

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Item 9.01. ����Financial Statements and Exhibits.

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(d)��Exhibits

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SIGNATURE

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Pursuant to the requirements of the Securities 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.

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INDEX TO EXHIBITS

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Exhibit 10.1

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I.��������������������������������������� Establishment and Purpose of the Plan

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Boston Scientific Corporation has established the Boston Scientific Corporation Annual Bonus Plan (�Plan�).� As explained in detail below, the Plan basically works as follows. For each Performance Year, there is an Aggregate Bonus Pool, which is the sum of the bonus targets of all eligible participants.� After the end of the Performance Year, the Committee determines the percentage of the pool that will be paid out as bonus for the year, based on the Company�s performance as to Sales and Adjusted Earnings Per Share and its attainment of quality goals.� The percentage will be between 50% and 150%. The payable portion of the pool is then separated into an Assigned Bonus Pool for each Business Group, Region and Unit, based on their performance as to their respective Scorecards.� The Compensation Management System then allocates the Assigned Bonus Pools among the managers, who evaluate the performance of the participants under their management and determine, for each participant, the percentage (between 0% and 200%) of the participant�s Target Annual Bonus that will be the participant�s Bonus Award for the Performance Year.

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The Plan�s purpose is to align the Company�s interests and your interests as a Plan participant by providing incentive compensation for the achievement of Company and individual performance objectives.� For covered employees, the Plan is established under section 4.a.(8)�of the Boston Scientific Corporation 2011 Long-Term Incentive Plan and is intended to qualify for the performance-based compensation exception under Code section 162(m).

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The capitalized words and terms that are used throughout the Plan are defined in the Glossary in Article�IX.

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II.���������������������������������� Eligibility and Participation

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You are eligible to participate in the Plan for a Performance Year if you satisfy all of the following eligibility criteria:

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������������������ You are either a Regular Exempt Employee or an Eligible International Employee;

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������������������ You are not eligible for commissions under any sales compensation plan of the Company;

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������������������ You are not eligible to participate in any other incentive plan or program of the Company (unless the written terms of that plan or program expressly permit participation in both that plan or program and the Plan); and

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������������������ You complete at least two full months of Eligible Service during the Performance Year.

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If you are eligible to participate in the Plan for only part of the Performance Year (for example, because you change positions or business units during the Performance Year), then you may participate in the Plan on a prorated basis for the Performance Year, provided that you complete at least two full months of Eligible Service during the Performance Year (and, if you are an executive officer covered by Code section 162(m), your participation in the Plan for the Performance Year would not be inconsistent with Code section 162(m)).� If you are eligible for prorated participation, the Bonus Award, if any, otherwise payable to you for the Performance Year will be prorated based on your percentage of time in an eligible position during the Performance Year.

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III.����������������������������� Target Annual Bonus

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For each Performance Year in which you are eligible to participate, you will be assigned a Target Annual Bonus, which will be a specified percentage of your annual base salary, determined based on your position.� The Bonus Award, if any, that you ultimately receive for the Performance Year will be a percentage of your Target Annual Bonus, determined pursuant to Article�IV. The Aggregate Bonus Pool for a Performance Year will be the sum of the Target Annual Bonuses of all employees who are eligible to participate in the Plan for the Performance Year.

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IV.������������������������������ Steps For Determining Bonus Awards

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Bonus Awards for a Performance Year will be determined pursuant to the following steps:

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Step One: Establish performance goals, quality goals and the Corporate Performance Scale

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On or before March�31 of a Performance Year, the Committee will establish performance goals for each of the Plan�s Performance Metrics and quality goals for the Performance Year.� The Performance Metrics are Sales and Adjusted Earnings Per Share.� The Committee will also establish the Corporate Performance Scale for the Performance Year, which will be set forth in a separate schedule.

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Step Two: Measure achievement and determine Total Annual Bonus

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After the end of the Performance Year, the Committee will evaluate the Company�s financial performance results for the Performance Year and determine the extent to which the performance goals were attained.� The Committee will adopt a written resolution as to the extent of the attainment of the performance goals with respect to each of the Performance Metrics.� Based on the extent to which the performance goals were attained, the Chief Executive Officer will make a recommendation to the Committee, consistent with the Corporate Performance Scale, as to the Applicable Percentage of the Aggregate Bonus Pool to be paid by the Company as the Total Annual Bonus for the Performance Year.� Taking into account the Chief Executive Officer�s recommendation and any other factors that the Committee, in its discretion, deems appropriate, the Committee will approve an Applicable Percentage for the Performance Year, which must be consistent with the Corporate Performance Scale.� The Committee retains the right to reduce the Total Annual Bonus for the Performance Year based on the Committee�s Quality Assessment.� In no event, however, will the Total Annual Bonus be less than 50% of the Annual Bonus Pool for the Performance Year.

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Step Three: Allocate the Total Annual Bonus

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The Chief Executive Officer will make a recommendation to the Committee as to how the Total Annual Bonus for the Performance Year should be allocated among the Business Groups and Regions, based on their overall and relative performance against their respective applicable Scorecards for the Performance Year.� Taking into account the Chief Executive Officer�s recommendation and any other factors that the Committee, in its discretion, deems appropriate, the Committee will approve an allocation of the Total Annual Bonus among the Business Groups and Regions for the Performance Year.� The portion of the Total Annual Bonus allocated to a Business Group or Region (its Assigned Bonus Pool) will be a percentage of the total Target Annual Bonuses of all its employees who participate in the Plan for the Performance Year.� If a Business Group or Region has Units, the leader of the Business Group or Region will divide the Assigned Bonus Pool among the Units, based on their overall and relative performance against each Unit�s applicable Scorecard for the Performance Year, so that each Unit will then have its own Assigned Bonus Pool.� A Business Group or Region that does not have Units (for example, Corporate) will have a single Assigned Bonus Pool.

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Step Four: Determine participants� individual Bonus Awards

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Once the Assigned Bonus Pool is determined for each Business Group, Region, or Unit, the amount of the Assigned Bonus Pool will be entered into the Compensation Management System, which allocates a portion of the Assigned Bonus Pool to each manager of Plan participants.� Each manager will evaluate the performance of each participant under his or her management and enter into the Compensation Management System a rating percentage, from 0% to 200%, for each evaluated participant.� The rating percentage that your manager assigns to you will, in turn, determine the percentage of your Target Annual Bonus that will be your Bonus Award for the Performance Year.

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If participants leave the Company before the Payment Date and, as a result, do not earn their Bonus Awards for the Performance Year, their Bonus Awards will be reallocated by the Chief Executive Officer, in his or her discretion, to other participants who are employed on the Payment Date and will become part of the Bonus Awards paid to those other participants.� As provided in Article�V, all Bonus Awards for a Performance Year (including those reallocated pursuant to the previous sentence) will be paid to eligible participants no later than March�15 of the following year.

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Special Rules�with Respect to Executive Officers

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Notwithstanding any other provision of the Plan, the Committee retains sole and complete discretion to determine the eligibility of, and any Bonus Award payable to, each executive officer covered by Code section 162(m). The maximum Bonus Award payable with respect to a Performance Year to an executive officer covered by Code section 162(m)�is $3,250,000.

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V.����������������������������������� Payment Conditions

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Payment Date and Form�of Payment. Bonus Awards in the United States will be made by March�15 of the year following the Performance Year for which the Bonus Awards are made. Bonus Awards outside the United States will be processed as soon as administratively possible in each region following the end of the Performance Year and after the Committee has adopted its written resolution as to the attainment of performance goals pursuant to Article�IV.� Your Bonus Award, if any, will be paid in a single lump sum payment.

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Required Employment on the Payment Date.� Except as otherwise expressly provided in this Article�V, to be eligible to receive payment of any Bonus Award, you must be employed by the Company on the Payment Date for that Bonus Award.� In other words, except as expressly provided in this Article�V, if you cease employment with Boston Scientific Corporation and all of its Affiliates before the Payment Date, you will not be eligible to receive any Bonus Award that would otherwise have been payable to you if you had been a Company employee on that date.� Conversely, if you are an employee of the Company on the Payment Date, you will be entitled to your Bonus Award, if any, even if you are not actively performing duties on that date.� For example, if you are not required to report to work during a notification period applicable under a Company severance or separation plan, but you are still a Company employee during that period, and the Payment Date occurs during your notification period, you will remain eligible to receive your Bonus Award.

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Exception Under Written Company Plan or Agreement.� If you are specifically exempted, under a written Company plan or agreement, from the requirement to be employed on the Payment Date, you may remain eligible for payment of your Bonus Award, depending on the terms of the applicable written plan or agreement.� In such cases, the terms of such written plan or agreement will govern in all respects.

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Layoff.� Also notwithstanding any other provision of the Plan, if you are a participant and your employment ceases prior to the Payment Date by reason of Layoff, you may be eligible for payment of part or all of your Bonus Award, depending on the terms and conditions of the applicable severance pay plan, if any, for the country in which you are employed at the time of

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layoff. In the event that there is no country-specific severance plan for the country in which you are employed at the time of your Layoff, applicable law will apply.

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Retirement. Also notwithstanding any other provision of the Plan, if you are a participant and your employment ceases prior to the Payment Date for a Bonus Award but after September�30 of the Performance Year to which the Bonus Award pertains, and you had at least nine months of Eligible Service in the Performance Year, you will be entitled to a prorated portion of the Bonus Award, if any, that would otherwise be paid you if, as of the date of your cessation of employment, (1)�you had attained age 55, (2)�you had accrued at least five years of service with the Company and (3)�the sum of your age and years of service as of your date of cessation of employment equals or exceeds 65.� In such a case, proration will be based on the percentage of time in the Performance Year during which you were employed and eligible to participate in the Plan.� The prorated Bonus Award, if any, will be paid on the Payment Date.

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Death.� If your employment ceases prior to the Payment Date by reason of your death, but you otherwise met all eligibility criteria specified in Article�II, your estate may receive a prorated portion of the Bonus Award, if any, that would have been paid had you lived to the Payment Date.� In such a case, proration will be based on the percentage of time in the Performance Year during which you were employed and eligible to participate in the Plan.� The prorated Bonus Award, if any, will be paid on the Payment Date.

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Adjustment for Changes in Standard Hours.� Also notwithstanding any other provision of the Plan, if you are a participant and have a change in standard hours (part-time to full-time, full-time to part-time) during a Performance Year, your Bonus Award, if any, for the Performance Year will be based on the full-time equivalent Target Annual Bonus and your average annualized base salary for the Performance Year.� Except as provided in the preceding sentence, all Bonus Awards will be based on your salary and incentive target as of December�31 of the Performance Year.

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No Guarantee of a Bonus Award.� Nothing in this Plan guarantees that any Bonus Award will be made to any individual.� Receipt of a Bonus Award in one year does not guarantee eligibility in any future year.

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VI.������������������������������ Incentive Compensation Recoupment Policy

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General Recoupment Policy.� To the extent permitted by governing law, the Board, in its discretion, may seek reimbursement of a Bonus Award paid to you if you are a Current Executive Officer or Former Executive Officer and you, in the judgment of the Board, commit misconduct or a gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company while serving in your capacity as Executive Officer.� Further, in such case:

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������������������������������������������ if you are a Current Executive Officer, the Board may seek reimbursement of all or a portion of the Bonus Award paid to you during the one-year period preceding the date on which such misconduct or dereliction of duty was discovered by the Company, or

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������������������������������������������ if you are a Former Executive Officer, the Board may seek reimbursement of all or a portion of the Bonus Award paid to you during the one-year period preceding the last date on which you were a Current Executive Officer.

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Restatement of Financial Results.� To the extent permitted by governing law, if you are an Executive Officer, the Board will seek reimbursement of a Bonus Award paid to you in the event of a restatement of the Company�s financial results that reduced a previously granted Bonus Award�s size or payment.� In that event, the Board will seek to recover the amount of the Bonus Award paid to you that exceeded the amount that would have been paid based on the restated financial results.

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Provisions Required by Law.� If the Company subsequently determines that it is required by law to apply a �clawback� or alternate recoupment provision to a Bonus Award, under the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise, then such clawback or recoupment provision also shall apply to the Bonus Award, as applicable, as if it had been included on the date the Plan was established and the Company shall notify you of such additional provision.

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VII.������������������������� Termination, Suspension or Modification and Interpretation of the Plan

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The Board 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 participants.� The Committee has sole authority over administration and interpretation of the Plan, and the Committee retains its right to exercise discretion as it sees fit.

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The Committee reserves the exclusive right to determine eligibility to participate in this Plan and to interpret all applicable terms and conditions, including eligibility criteria, performance objectives and payment conditions, for the Company�s executive officers.� The Committee delegates to the Company�s highest human resources officer the authority to administer, and determine eligibility to participate in, the Plan and interpret all applicable terms and conditions for employees who are not executive officers of the Company.� The determinations and interpretations of the Committee and its delegates will be conclusive.

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All Bonus Awards are paid from the Company�s general assets.� No trust, account or other separate collection of amounts will be established for the payment of Bonus Awards under the Plan.� Bonus Awards are unfunded obligations of the Company, so if and when a Bonus Award becomes due, a participant�s rights to payment are no greater than the rights of a general unsecured creditor.

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VIII.�������������������� Other

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This document sets forth the terms of the Plan and is not intended to be a contract or employment agreement between you or any other participant and the Company.� As applicable, it is understood that both you and the Company have the right to terminate your employment with the Company at any time, with or without cause and with or without notice, in acknowledgement of the fact that your employment relationship with the Company is �at will.�

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IX.����������������������������� Glossary

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As used in the Plan, the following words and terms, when capitalized, have the following meanings:

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Adjusted Earnings Per Share means, with respect to a Performance Year, Adjusted Net Income divided by weighted average shares outstanding for the Performance Year (determined in accordance with generally accepted accounting principles).

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Adjusted Net Income means the Company�s GAAP Net Income (as defined for purposes of the Boston Scientific Corporation 2011 Long-Term Incentive Plan) excluding goodwill and intangible asset impairments, acquisition, divestiture, and purchased research and development charges, restructuring expenses, certain tax-related items, and certain litigation and amortization expenses.

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Affiliate means any corporation, trust, partnership, or any other entity that is considered to be a single employer with Boston Scientific Corporation under Code sections 414(b), (c), (m), or (o), such as a wholly-owned (or at least 80%-owned) subsidiary of Boston Scientific Corporation.

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Aggregate Bonus Pool means, with respect to a Performance Year, the sum of the Target Annual Bonuses of all employees who are eligible to participate in the Plan for the Performance Year.

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Applicable Percentage means, with respect to a Performance Year, a percentage, determined by the Committee in accordance with the Corporate Performance Scale, which cannot be less than 50% or more than 150%.� The Applicable Percentage is used to determine the portion of the Aggregate Bonus Pool that the Company will pay out as the Total Annual Bonus for the Performance Year.

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Assigned Bonus Pool means, with respect to a Business Group, Region, or Unit for a Performance Year, the portion of the Total Annual Bonus assigned to the Business Group, Region, or Unit to be paid as Bonus Awards for the Performance Year to eligible participants who worked for the Business Group, Region, or Unit during the Performance Year.

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Board means the Board of Directors of Boston Scientific Corporation.

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Bonus Award means, with respect to a participant for a Performance Year, the annual incentive bonus, if any, payable to the participant for the Performance Year, subject to the terms and conditions of the Plan.

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Business Group means a functional or product-based area of the Company�s business, as designated by the Chief Executive Officer from time to time.

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Chief Executive Officer means the Chief Executive Officer of Boston Scientific Corporation.

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Code means the Internal Revenue Code of 1986, as amended, and its interpretive rules�and regulations.

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Committee means the Executive Compensation and Human Resources Committee of the Board.

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Company means Boston Scientific Corporation and its Affiliates.

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Compensation Management System means the software tool used by the Company for various compensation management purposes.

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Corporate Performance Scale means, with respect to a Performance Year, the schedule used to determine, based on the extent of attainment of the performance goals for the Performance Year, the Applicable Percentage of the Aggregate Bonus Pool to be paid as the Total Annual Bonus for the Performance Year.� The Corporate Performance Scale must provide that the Applicable Percentage for a Performance Year cannot be less than 50%.

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Current Executive Officer means any individual currently designated as an �officer� by the Board for purposes of Section�16 of the Securities Exchange Act of 1934, as amended.

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Eligible International Employee means an international, international operations, or expatriate employee of the Company working in a position designated by the Company as eligible to participate in the Plan.

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Eligible Service means periods in which you are considered, under the rules�and procedures of the Company, to be in active service as a Regular Exempt Employee or Eligible International Employee (including, but not limited to, time away from work for approved vacation, recognized holidays, and FMLA leave).

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Executive Officer means any Current Executive Officer or Former Executive Officer.

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Former Executive Officer means any individual previously (but not currently) designated as an �officer� by the Board for purposes of Section�16 of the Securities Exchange Act of 1934, as amended.

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Layoff means a layoff or similar involuntary termination from employment that renders you eligible for severance pay under a Company severance plan or applicable law.

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Payment Date means, with respect to a Performance Year, the date on which Bonus Awards for the Performance Year are paid to participants, which will be no later than March�15 of the following year.

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Performance Metrics means Sales and Adjusted Earnings Per Share.

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Performance Year means the 12-month period beginning on January�1 and ending on the following December�31.

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Plan means the Boston Scientific Annual Bonus Plan, which is set forth in this document, as it may be amended from time to time.

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Quality Assessment means the process undertaken by the Committee following the end of each Performance Year, to evaluate the Company�s progress made toward achievement of�its quality objectives and the performance of the Company-wide quality system.

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Region means a geographic region, as designated by the Chief Executive Officer from time to time, comprising a portion of the Company�s international business.

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Regular Exempt Employee means an employee of the Company who is on the Company�s United States payroll and (1)�classified by the Company as a regular full-time or regular part-time Employee; (2)�performs a job that the Company has determined to be exempt from the minimum wage and overtime requirements of the Fair Labor Standards Act of 1938, as amended (FLSA); and (3)�is not any of the following:

�

������������������ classified by the Company as an intern, summer student, co-op employee, or similar short-term employee; or

�

������������������ classified by the Company as a consultant, temporary or defined-term employee (such as temporary fellowship program employees), or similar category of limited-term employment, regardless of their work schedule or number of hours worked.

�

Sales means �BSC Global Sales� as that term is defined for purposes of the Boston Scientific Corporation 2011 Long-Term Incentive Plan, which measures sales using constant currency rates.

�

Scorecard means, with respect to a Performance Year, the tool used to establish performance measures and objectives with respect to a Business Group, Region, or Unit for the Performance Year.

�

Target Annual Bonus has the meaning given to that term in Article�III.

�

Total Annual Bonus represents, with respect to a Performance Year, the total dollars to be paid out by the Company to all participating employees as Bonus Awards for the Performance Year.

�

Unit means a business unit of Business Group or Region, such as a plant or division (for a Business Group) or a country or group of countries (for a Region); the Units of a Business Group or Region may change from time to time.

�

7

Exhibit 10.2

�

�

I.��������������������������������������� Purpose of the TSR Program

�

The purpose of the TSR Program is to align Boston Scientific�s executive compensation program with the interests of shareholders and to reinforce the concept of pay for performance by comparing the Total Shareholder Return (�TSR�) of shares of Boston Scientific Common Stock (the �Common Stock�) to the TSR of companies included in the S&P 500 Healthcare Index over a three-year period beginning on January�1, 2015.

�

The TSR Program entails the grant of Deferred Stock Units, and the program shall be administered, under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the �2011 LTIP�).� Terms not defined in this TSR Program document but defined in the 2011 LTIP shall have the same meaning as in the 2011 LTIP. For Covered Employees, the TSR Program is established under section 4.a.(8)�of the 2011 LTIP and is intended to qualify for the performance-based compensation exception under Section�162(m)�of the Internal Revenue Code (�Code�).

�

II.���������������������������������� Eligible Participants

�

The TSR Program covers members of the Executive Committee on the date that awards are granted under the TSR Program as determined and in the amounts established by the Executive Compensation and Human Resources Committee of the Board of Directors (the �Committee�).

�

The Committee may review TSR Program eligibility criteria for participants in the TSR Program from time to time and may revise such criteria at any time, even within a TSR Program year, with or without notice and within its sole discretion.

�

III.����������������������������� Performance Share Units

�

The Deferred Stock Units awarded under the TSR Program (the �Performance Share Units�) shall vest only upon satisfaction of both the performance criteria described in this Section�III and the payment eligibility criteria described in Section�VII.� The applicable performance criteria are based on the TSR of the Common Stock relative to the TSR of companies in the S&P 500 Healthcare Index.

�

The TSR for Boston Scientific and all other companies in the S&P 500 Healthcare Index will be measured over a three-year period beginning January�1, 2015 and ending on December�31, 2017 (the �Performance Period�).

�

The number of Performance Share Units as to which the performance criteria under this program shall be determined to have been satisfied will be in a range of 0% to 200% of the target number of Performance Share Units awarded to the participant as follows:

�

�

If the minimum level of performance is achieved, the number of Performance Share Units will be calculated linearly between each set of data points.

�

�

Following the end of the Performance Period, the Committee shall determine the number of Performance Share Units as to which the performance criteria of this program have been satisfied, which determination shall be final and binding. Shares of Common Stock will be delivered or otherwise made available to the participant no later than March�15, 2018 in settlement of the Performance Share Units as to which the performance criteria of this program have been satisfied if and to the extent the payment eligibility criteria of Section�VII below are also satisfied.� Any Performance Share Units as to which the performance criteria of this Section�III have not been satisfied will be forfeited in their entirety.

�

IV.������������������������������ Calculation of Total Shareholder Return and Definitions

�

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

�

Total Shareholder Return for the Performance Period =

�

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

�

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

�

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

�

�Dividends Paid� means the total of all cash dividends paid on one (1)�share of stock during the Performance Period.

�

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

�

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

�

V.����������������������������������� Calculation of Percentile Performance

�

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

�

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

�

�

�

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

�

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

�

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

�

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

�

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

�

VI.������������������������������ S&P 500 Healthcare Index

�

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

�

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

�

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

�

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

�

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

�

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

�

VII.������������������������� Payment Eligibility Criteria

�

Except as set forth below with respect to a Change in Control, no Performance Share Units shall vest prior to the end of the Performance Period (December�31, 2017).

�

If a participant�s employment with Boston Scientific and its Affiliates (the �Company�) terminates before January�1, 2016, all of his or her Performance Share Units shall be forfeited in their entirety.

�

If a participant�s employment with the Company terminates after December�31, 2015 but before the end of the Performance Period, all of his or her Performance Share Units shall be forfeited,

�

�

except in connection with Retirement, death, Disability or upon a Change of Control as outlined below.

�

Participants on military, sick or other bona fide leave of absence on December�31, 2017 will not be deemed to have terminated employment with the Company if such absence does not exceed 180 days or, if longer, the period the participant retains the right by statute or by contract to return to employment with the Company.

�

Subject to the terms of any separate Change in Control or similar agreement to which a participant is bound, if there is a Change in Control after December�31, 2015 but before the end of the Performance Period, shares of Common Stock shall be issued in respect of the Performance Share Units as to which the performance criteria of this program have been satisfied using the last day of the month preceding the date on which the Change in Control is consummated as the ending date of the Performance Period in lieu of December�31, 2017, as determined by the Committee immediately prior to the consummation of the Change in Control.� Such issuance shall occur within 70 days of the effective date of the termination or Change in Control, on a prorated basis.� The number of shares to be issued on a prorated basis shall be determined as follows: (# Performance Share Units achieved pursuant to the table in Section�III * ((# of full and partial months during the Performance Period, rounded up to the nearest whole month/36)).� The number of prorated shares to be issued to the participant, if any, will be approved by the Committee at its next regular meeting.� In the event a Change in Control occurs prior to January�1, 2016, the Performance Share Units will be forfeited in their entirety.

�

If a participant�s employment with the Company terminates due to Retirement, death, or Disability after December�31, 2015 but before the end of the Performance Period, shares of Common Stock shall be issued in respect of the Performance Share Units as to which the performance criteria of this program have been satisfied at the end of the Performance Period, but no later than March�15, 2018, on a prorated basis using the effective date of the participant�s termination of employment. The number of shares to be issued on a prorated basis shall be determined as follows: (# Performance Share Units achieved pursuant to the table in Section�III * ((# of full and partial months worked during the Performance Period, rounded up to nearest whole month) / 36)).� The number of prorated shares to be issued to the participant, if any, will be approved by the Committee at its next regular meeting.

�

VIII.�������������������� Termination, Suspension or Modification and Interpretation of the TSR Program

�

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

�

IX.����������������������������� Recoupment Policy

�

General Recoupment Policy.� To the extent permitted by governing law, the Board, in its discretion, may seek Recovery of Performance Share Units granted to a Current Executive

�

�

Officer or Former Executive Officer if, in the judgment of the Board, such Executive Officer commits misconduct or a gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company while serving in capacity as Executive Officer.

�

Definitions.� The following terms shall have the meaning set forth below:

�

(1)�������������������������������� �Current Executive Officer� means any individual currently designated as an �officer� by the Board for purposes of Section�16 of the Securities Exchange Act of 1934, as amended.

�

(2)�������������������������������� �Executive Officer� means any Current Executive Officer or Former Executive Officer.

�

(3)�������������������������������� �Former Executive Officer� means any individual previously (but not currently) designated as an �officer� by the Board for purposes of Section�16 of the Securities Exchange Act of 1934, as amended.

�

(4)�������������������������������� �Recovery� means the forfeiture or cancellation of unvested Performance Share Units.

�

Provisions Required by Law.� If the Company subsequently determines that it is required by law to apply a �clawback� or alternate recoupment provision to outstanding Performance Share Units, under the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise, then such clawback or recoupment provision also shall apply to the Performance Share Units, as applicable, as if it had been included on the date the Performance Share Units were granted and the Company shall notify the participant of such additional provision.

�

X.���������������������������������� Other

�

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

�

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

�

�

Appendix A

�

Annual Executive LTIP Program

S&P 500 Healthcare Index � 52 Companies

�

�

Exhibit 10.3

�

�

I.��������������������������������������� Purpose of the FCF Program

�

The purpose of the FCF Program is to align Boston Scientific�s executive compensation program with the interests of shareholders and to reinforce the concept of pay for performance by providing incentives for the achievement of key business performance objectives which are critical to the success of Boston Scientific.

�

The FCF Program entails the grant of Deferred Stock Units, and the program shall be administered, under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the �2011 LTIP�).� Terms not explicitly defined in this FCF Program document but defined in the 2011 LTIP shall have the same meaning as in the 2011 LTIP. For Covered Employees, the FCF Program is established under section 4.a.(8)�of the 2011 LTIP and is intended to qualify for the performance-based compensation exception under Section�162(m)�of the Internal Revenue Code (the �Code�).

�

II.���������������������������������� Eligible Participants

�

The FCF Program covers members of the Executive Committee on the date that awards are granted under the FCF Program as determined and in the amounts established by the Executive Compensation and Human Resources Committee of the Board of Directors (the �Committee�).

�

The Committee may review FCF Program eligibility criteria for participants in the FCF Program from time to time and may revise such criteria at any time, even within a FCF Program year, with or without notice and within its sole discretion.

�

III.����������������������������� Performance Share Units

�

The Deferred Stock Units awarded under the FCF Program (the �Performance Share Units�) shall vest only upon satisfaction of both the performance criteria described in this Section�III and the payment eligibility criteria described in Section�V.

�

The performance criteria are based on Boston Scientific�s achievement of the 2015 annual financial plan performance for Free Cash Flow.� Boston Scientific Free Cash Flow will be measured over a one-year performance period beginning January�1, 2015 and ending on December�31, 2015.

�

The number of Performance Share Units as to which the performance criteria under this program shall be determined to have been satisfied will be in a range of 0% to 150% of the target number of Performance Share Units awarded to the participant as follows:

�

�

If the minimum level of performance is achieved, the number of Performance Share Units will be calculated linearly between each set of data points.

�

�

Following the end of the Performance Period, the Committee shall determine the number of Performance Share Units as to which the performance criteria of this Program have been satisfied, which determination shall be final and binding.� Shares of Common Stock will be delivered or otherwise made available to the participant no later than January�15, 2018 in settlement of the Performance Share Units as to which the performance criteria of this program have been satisfied if and to the extent the payment eligibility criteria of Section�V below are also satisfied.� Any Performance Share Units as to which the performance criteria of this Section�III have not been satisfied shall be forfeited in their entirety.

�

IV.������������������������������ Definitions

�

�Boston Scientific Free Cash Flow� means reported operating cash flow minus capital expenditures and excludes cash flows associated with certain significant and unusual litigation, acquisition, divestiture, restructuring, debt extinguishment, and tax-related items.

�

�Performance Period� means the one-year period commencing January�1, 2015 and ending on December�31, 2015.

�

�Service Period� means the three-year period beginning January�1, 2015 and ending on December�31, 2017.

�

V.����������������������������������� Payment Eligibility Criteria

�

Except as set forth below with respect to a Change in Control or termination of employment due to Retirement, death or Disability, (i)�no Performance Share Units shall vest prior to the end of the Service Period (December�31, 2017) and (ii)�a participant must be employed by the Company (as defined below) on December�31, 2017 to be eligible to receive shares of Common Stock in respect of his or her Performance Share Units as to which the performance criteria of this program have been satisfied.

�

If a participant�s employment with Boston Scientific and its Affiliates (the �Company�) terminates or there is a Change in Control before the end of the Performance Period (December�31, 2015), all of his or her Performance Share Units shall be forfeited in their entirety.

�

If a participant�s employment with the Company terminates after the Performance Period but before the end of the Service Period, all of his or her Performance Share Units as to which the performance criteria of this program have been satisfied shall be forfeited in their entirety, except in connection with Retirement, death, Disability or upon a Change in Control as outlined below.

�

Participants on military, sick or other bona fide leave of absence on December�31, 2017 will not be deemed to have terminated employment with the Company if such absence does not exceed 180 days or, if longer, the period the participant retains the right by statute or by contract to return to employment with the Company.

�

If a participant�s employment with the Company terminates due to Retirement, death, or Disability or, subject to the terms of any separate Change in Control or similar agreement to which a participant is bound, there is a Change in Control after the end of the Performance Period but before the end of the Service Period, shares of Common Stock shall be issued in respect of the Performance Share Units as to which the performance criteria of this program have been satisfied within 70 days of the effective date of the termination or Change in Control, as applicable, on a prorated basis using the effective date of the participant�s termination of employment or the Change in Control, as applicable.� The number of shares to be issued on a prorated basis shall be determined as follows: (# Performance Share Units as to which the performance criteria of the FCF Program have been satisfied) * ((# of months worked during the Service Period, rounded to

�

�

nearest whole month) / 36).� The number of prorated shares to be issued to the participant, if any, will be approved by the Committee at its next regular meeting.

�

VI.������������������������������ Termination, Suspension or Modification and Interpretation of the FCF Program

�

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

�

VII.������������������������� Recoupment Policy

�

General Recoupment Policy.� To the extent permitted by governing law, the Board, in its discretion, may seek Recovery of Performance Share Units granted to a Current Executive Officer or Former Executive Officer if, in the judgment of the Board, such Executive Officer commits misconduct or a gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company while serving in capacity as Executive Officer.

�

Definitions.� The following terms shall have the meaning set forth below:

�

(1)�������������������������������� �Current Executive Officer� means any individual currently designated as an �officer� by the Board for purposes of Section�16 of the Securities Exchange Act of 1934, as amended.

�

(2)�������������������������������� �Executive Officer� means any Current Executive Officer or Former Executive Officer.

�

(3)�������������������������������� �Former Executive Officer� means any individual previously (but not currently) designated as an �officer� by the Board for purposes of Section�16 of the Securities Exchange Act of 1934, as amended.

�

(4)�������������������������������� �Recovery� means the forfeiture or cancellation of unvested Performance Share Units.

�

Provisions Required by Law.� If the Company subsequently determines that it is required by law to apply a �clawback� or alternate recoupment provision to outstanding Performance Share Units, under the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise, then such clawback or recoupment provision also shall apply to the Performance Share Units, as applicable, as if it had been included on the date the Performance Share Units were granted and the Company shall notify the participant of such additional provision.

�

VIII.�������������������� Other

�

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

�

�

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

�

Exhibit 10.4

�

THE BOSTON SCIENTIFIC CORPORATION

EXECUTIVE RETIREMENT PLAN

As Amended and Restatement Effective November�1, 2014

�

Section�1�Nature and Purpose

�

Boston Scientific Corporation maintains the Boston Scientific Corporation Executive Retirement Plan, which is an unfunded, nonqualified deferred compensation plan for a select group of management and highly compensated employees.� The Plan is intended to be construed and administered in accordance with the Section�409A Standards.� The Plan�s purpose is to provide a consistent formula and system for making supplemental retirement payments to eligible Participants upon their Retirement from Covered Positions.� This document reflects the terms of the Plan in effect as of November�1, 2014, and it replaces and supersedes any prior Plan document.

�

The Glossary in Section�15 defines the capitalized terms used in the Plan (or tells you where in this document to find a term�s meaning).� When you see a capitalized term, turn to the Glossary to find its meaning.

�

Section�2�Participants and Eligibility Classifications

�

You will be a Participant in the Plan only if you are a Regular Employee who satisfies all of the requirements of one of the following eligibility classifications:

�

���������� You are serving in a Covered Position immediately preceding your Retirement and have consecutively served in a Covered Position for the one-year period immediately prior to your Retirement; or

�

���������� You are serving in a Transitional Position immediately preceding your Retirement and have consecutively served in a Covered Position for the one-year period immediately prior to serving in the Transitional Position; or

�

���������� You are a Grandfathered Individual, which means that you satisfy all of the following conditions:

�

������������������ You have completed at least 10 continuous Years of Service prior to your Retirement date, and

�

������������������ Immediately prior to your Retirement, you are serving in a Special Assignment, which is a Regular Position that you assume, at the express written request of the Chief Executive Officer or his or her designee, immediately following a period of at least five (5)�consecutive Years of Service in a Covered Position (the �Five-Year Covered Position Period�), and

�

������������������ The Compensation Committee, in its sole discretion, expressly approves your inclusion in an eligibility classification under the Plan as a Grandfathered Individual in connection with your acceptance of the Special Assignment.

�

Only the following are Covered Positions:

�

������������������ Any position on the Executive Committee

�

������������������ A Division President position not on the Executive Committee

�

1

�

For purposes of determining whether you have served in a Covered Position for either of the required one-year periods specified in the first two classifications above (each a �One-Year Covered Position Period�), your consecutive service in two Covered Positions during the one-year period will be combined.� Similarly, for purposes of determining whether you have served in a Covered Position for a Five-Year Covered Position Period, your consecutive service in two or more Covered Positions during the period will be combined.

�

Section�3�Retirement and Conditions for Receipt of Benefits

�

For purposes of the Plan, Retirement (or to Retire) means your Separation From Service with the Company and all of its Affiliates, other than a termination of your employment by BSC for Cause, after you have satisfied all of the following conditions:

�

������������������ The sum of your age and number of your Years of Service exceeds 65;

�

������������������ You are at least age 55 and have completed at least five (5)�continuous Years of Service; and

�

������������������ You have been continuously employed by Boston Scientific during the 5-year period immediately preceding your Separation From Service.� For this purpose, �Boston Scientific� does not include any business entity that was acquired by or otherwise became an Affiliate of the Company during that 5-year period.

�

Upon your Retirement, you will not be entitled to a benefit under this Plan unless all of the following conditions are satisfied:

�

������������������ You qualify as a Participant under the terms of Section�2.

�

������������������ You timely sign, and do not timely revoke, a Separation Agreement.� The Separation Agreement will be a written agreement, in a form determined by the Company, that will contain, among other things, a release of employment claims against BSC and certain related entities and individuals, the restrictive covenants described in Section�12, and agreements by you not to use or disclose confidential information or make detrimental communications, to cooperate in litigation and other proceedings, and to return all BSC property.

�

������������������ You comply with the restrictive covenants described in Section�12 and included in your Separation Agreement.� You will be required to repay your Plan benefit if you breach these covenants.� See Section�12 for details.

�

Section�4�Years of Service

�

For purposes of the Plan, except as otherwise provided in this Section�4, your Years of Service will be calculated from your date of hire with BSC through your last day worked in a Regular Position prior to your Retirement.� Partially completed Years of Service will be pro-rated based on calendar days, and calculated to the second decimal point. If your date of hire originated at a predecessor or acquired company of BSC that has been accepted by BSC during your employment as part of any �bridge-of-service� or related policy, your service with the predecessor or acquired company will count as employment with BSC for purposes of calculating your total Years of Service (subject to the non-duplication provision in the last paragraph of Section�5).

�

Notwithstanding any other provision of the Plan, the following will not be included, and will be disregarded, in calculating your Years of Service for purposes of the Plan:

�

2

�

������������������ service to BSC other than in a Regular Position (for example, service as an independent contractor or other non-employee capacity under a consulting or similar arrangement);

�

������������������ service to BSC in a Transitional Position; and

�

������������������ any vacation accrued, but not taken, at the time of Retirement.

�

If you are on long-term disability status immediately prior to your Retirement, your Years of Service will be calculated to your last day on regular BSC payroll under the terms of BSC�s short-term disability plan.

�

Section�5�Amount of Benefit

�

If you qualify as a Participant who Retires under the Plan and you satisfy the conditions specified in Section�3, you will be eligible to receive the following supplemental retirement benefit:

�

������������������ If you have been serving as an Executive Committee member for the entire One-Year Covered Position Period, the gross amount of your benefit will be equal to 2.5�months of your base salary, multiplied by the number of your Years of Service, to a maximum benefit of 36 months of base salary.

�

������������������ If you are a Grandfathered Individual serving in a Special Assignment immediately prior to your Retirement Date and you served as an Executive Committee member for the entire Five-Year Covered Position Period, the gross amount of your benefit will be equal to 2.5 months of your base salary, multiplied by the number of your Years of Service, to a maximum benefit of 36 months of base salary

�

������������������ If you have not been serving as an Executive Committee member for the entire One-Year Covered Position Period, or if you are a Grandfathered Individual and you did not serve as an Executive Committee member for the entire Five-Year Covered Position Period, the gross amount of your benefit will be equal to 1.5 months of your base salary, multiplied by the number of your Years of Service, to a maximum benefit of 24�months of base salary.

�

If you serve in a Transitional Position immediately prior to your Retirement, then for purposes of calculating your benefit, your base salary will be your base salary in effect immediately prior to your assumption of the Transitional Position.

�

If you are a Grandfathered Individual serving in a Special Assignment immediately prior to your Retirement, then for purposes of calculating your benefit, your base salary will be the greater of (1)�your base salary in effect immediately prior to your Retirement, or (2)�your base salary in effect immediately prior to your assumption of the Special Assignment.

�

Non-Duplication Provision: Benefits are not cumulative.� For example, if you Retire more than once from BSC, in calculating the benefit due you upon each Retirement, only your Years of Service accumulated since your most recent prior Retirement will be considered.

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Section�6�Form�and Timing of Benefit Payment

�

If you are entitled to a supplemental retirement benefit under Section�5, your benefit will be paid to you in a single lump sum payment in the first payroll period after the last day of the 6-month period following your actual Retirement date.� No annuity or other periodic or irregular partial payments will be made under the Plan.

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Section�7�Death-in-Service

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If you die while employed by BSC, and you would have been a Participant under Section�2 if you had Retired on the date of your death, then a death benefit will be payable to your designated beneficiary(ies) as nominated under BSC�s group term life insurance plan, unless you have made a separate beneficiary designation for this Plan.� In the absence of any beneficiary designation, the benefit will be paid to your estate.� The gross amount of the death benefit payment will be equal to the gross amount of the supplemental retirement benefit that would have been payable to you under Section�5 had you Retired on the date of your death and satisfied all of the conditions specified in Section�3.� Payment will be made in a lump sum in cash within 60 days following your death.

�

Section�8�No Integration with Other Retirement Benefits

�

The benefits described in the Plan are not reduced, offset, or otherwise integrated with any other retirement benefits to which you may be entitled.� This includes, but is not limited to, benefits payable under BSC�s 401(k)�plan, or U.S. Social Security payments.� Notwithstanding the foregoing, if you become eligible to receive a benefit under this Plan, you will not be eligible for any payments or benefits under any existing BSC severance plan or layoff notification plan (such as, by way of example and without limitation, severance pay, outplacement assistance, COBRA subsidies or other coverage continuation or assistance, and any other benefit providing transition assistance to separated employees).

�

Section�9�Plan Assets and Tax Status

�

The Plan is a non-qualified retirement plan for tax purposes.� Accordingly, as a Participant you will not have any vested right in any benefits until such time as they are paid.� The Plan is not externally funded or insured, and no individual Participant accounts are maintained.� For financial accounting purposes, a book reserve is made for the projected liability of this Plan; however, all amounts are unsecured and unsegregated.� As such, they are subject to the claims of BSC�s creditors in case of bankruptcy or other legal action.

�

Section�10�Loans and In-Service Withdrawals Prohibited

�

No loans or other advance withdrawals may be made with respect to of any portion of the benefits described in this Plan.

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Section�11�Withholding of Tax

�

Notwithstanding anything to the contrary in this Plan, all payments required to be made by BSC under the Plan to you; your estate or beneficiaries; or the estate of any of your beneficiaries will be subject to the withholding of such amounts as BSC may reasonably determine that it is required to withhold pursuant to applicable federal, state or local law or regulation.

�

Section�12�Restrictive Covenants

�

As a condition of receiving benefits under the Plan, you must comply with the following restrictive covenants, which will be expressly included in your Separation Agreement:

�

a)������������ During the 12-month period beginning as of your Retirement date (or such other period as is specified in your Employment Agreement), you cannot engage in solicitation of customers or employees of Boston Scientific, as defined in the Employment Agreement, unless the Chief Executive Officer or his or her designee gives prior written approval.� In the absence of an Employment Agreement defining these terms, the Separation Agreement shall set forth the definition of solicitation and of BSC customers and employees as set forth in Boston Scientific�s then current form of Employment Agreement for similar level employees.

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b)������������ During the 12-month period beginning as of your Retirement date (or such other period as is specified in your Employment Agreement), you cannot directly or indirectly, engage in unfair competition with Boston Scientific, as defined in the Employment Agreement unless the Chief Executive Officer or his or her designee gives prior written approval. In the absence of an Employment Agreement defining these terms, the Separation Agreement shall set forth the definition of unfair competition as set forth in Boston Scientific�s then current form of Employment Agreement for similar level employees.

�

c)������������� In the event you breach any of the provisions of this Section�12, you must repay to the Company all of the amounts paid under this Plan, and you will also be liable for any damages that a court may determine, and you will be subject to injunctive relief and any other relief that a court may award as set forth in Boston Scientific�s then current form of Employment Agreement for similar level employees.

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Section�13�Administration and Modification of the Plan

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The Plan is administered by the Senior Human Resources Officer (the �Administrator�) at the Company�s headquarters, 300 Boston Scientific Way, Marlborough, Massachusetts 01752.

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The Company reserves the right, by action of the Board or its designee, to amend, modify, change or eliminate the Plan, upon notice to Participants prior to their Retirement, at the Board�s sole discretion.

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Section�14�Claims Procedure

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If you (or your beneficiary) believe that you are entitled to a Plan benefit that has not been provided or to a greater or different benefit than has been provided, or if you disagree with any other action taken by the Administrator, then you (or your beneficiary) or your authorized representative may file a claim by writing to the Administrator.� The Administrator will notify you of its decision on your claim within 90 days after the Administrator receives the claim.

�

If special circumstances require an extension of the 90-day decision period, the Administrator may extend the period by up to an additional 90 days, by notifying you, in writing, of the extension, the reason for it, and the date by which the Administrator expects to render a decision on the claim.� If the Administrator denies the claim, in whole or in part, the Administrator�s written notice of its decision will include the following:

�

������������������ the specific reason(s)�for denying the claim;

�

������������������ specific reference to the Plan provision(s)�on which the denial is based;

�

������������������ a description of any additional material or information that you may need to provide with respect to the claim, with an explanation of why the material or information is necessary; and

�

������������������ an explanation of your right to appeal the claim denial under the Plan�s review procedures and your right to bring a civil court action following any further denial of your claim on review.

�

If your claim is denied, in whole or in part, you may appeal to the Administrator for a full and fair review of the denial. For these purposes, you may consider your claim to have been denied if the Administrator does not respond to your claim within 90 days of having received it.� The following rules�apply to your right of appeal:

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������������������ You or your duly authorized representative must file a written request for review with the Administrator within 60 days after you receive the Administrator�s written denial of your claim or within 150 days after the Administrator received your claim if you have not received a written response.

�

������������������ Your written request for review must be signed by you or your authorized representative.

�

������������������ Upon reasonable request and free of charge, you may review, or obtain copies of, records, documents, or other information in the Administrator�s possession or control relevant to your claim.

�

������������������ You may also submit issues, arguments, and other comments in writing to the Administrator, along with any documentary evidence in support of your claim.

�

������������������ You may have representation throughout the appeal procedure.

�

In its review of your claim, the Administrator will take into account all comments, document, records, and other information you submit, regardless of whether the information was submitted or considered in the initial claim decision.� The Administrator will give you its decision on your appeal, in writing, within 60 days after it receives your written request for review.� If special circumstances require extension of the 60-day period, the Administrator may extend the period for an additional 60 days by notifying you, in writing, of the extension, the reason for it, and the date by which you may expect a decision.

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If the Administrator again denies your claim on appeal, in whole or in part, it will notify you, in writing, and the notice will include the following:

�

������������������ the specific reason(s)�for the denial;

�

������������������ specific references to the Plan provision(s)�on which the denial is based;

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������������������ a description of your right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information in the Administrator�s possession or control relating to your claim;. and

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������������������ an explanation of your right to bring a civil court action under Section�502(a)�of ERISA.

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Section�15�Glossary

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When used in this document, the following words and terms have the following meanings, unless the context clearly indicates a different meaning.

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Administrator has the meaning given in Section�13.

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Affiliate means any corporation, trade or business that is considered to be a single employer with the Company under Code sections 414(b), (c), (m), or (o), such as a wholly-owned (or at least 80%-owned) subsidiary of the Company.

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Beneficiary means the person who, under the provisions of Section�7, may be entitled to receive a benefit under this Plan in the event you die while employed by BSC and satisfy the other applicable conditions imposed by the Plan.

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Board means the Board of Directors of the Company.

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Boston Scientific means the (1)�Company and (2)�its Affiliates other than any business entity that was acquired by, merged into, or otherwise became an Affiliate of the Company within the 5-year period immediately preceding your Separation From Service.

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BSC means the Company and its Affiliates.

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Cause means, with respect to you, (a)�your conviction of, or your failure to contest prosecution for, a felony, or (b)�your misconduct or dishonesty that is harmful to BSC�s business or reputation.

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Chief Executive Officer means either the Chief Executive Officer of the Company or the Chief Executive Officer and President of the Company.

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Code means the Internal Revenue Code of 1986, as amended, and its interpretive regulations.

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Company means Boston Scientific Corporation.

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Compensation Committee means the Executive Compensation and Human Resources Committee of the Board.

�

Covered Position is defined in Section�2 of this Plan.

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Division President means the highest non-Executive Committee management position within a global division or region and that is included in salary grade 250.� (Example titles include Division President, Region President, Division/Region President, Senior Vice President and President).

�

Employment Agreement means the Boston Scientific Agreement Concerning Employment for U.S. Employees (ACE), or if you have not acknowledged the ACE, your Contract of Employment or other written employment contract or offer letter attachment governing and setting forth the terms and conditions of your employment with BSC.

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ERISA means the Employee Retirement Income Security Act of 1974, as amended, and interpretive rules�and regulations.

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Executive Committee means the Executive Committee of the Company (or a successor to that committee).

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Five-Year Covered Position Period is defined in Section�2.

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Grandfathered Individual is defined in Section�2.

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One-Year Covered Position Period is defined in Section�2.

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Participant has the meaning given in Section�2.

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Plan means the Boston Scientific Executive Retirement Plan, as set forth in this document and as amended from time to time.

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Regular Employee means a common law employee of BSC who is hired for an indefinite term and serving in a Regular Position.

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Regular Position means a position classified by the Company as a regular full-time or regular part time common law employee of BSC regularly scheduled to work at least 20 hours per week.� A Regular Position does not include any position not classified as a common law employee (such as a consultant, independent contractor, or leased employee) or any position not regularly scheduled to work at least 20 hours per week.

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Retirement/Retire is defined in Section�3.

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Section�409A Standards means the applicable requirements and standards for nonqualified deferred compensation plans established by Code section 409A.

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Senior Human Resources Officer means the Company�s highest-ranking human resources executive.

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Separation Agreement is defined in Section�3.

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Separation From Service means, with respect to you, your termination of employment (other than by reason of your death) with the Company and all Affiliates and other entities, if any, that would be treated as a single �service recipient� with the Company under the Section�409A Standards, including �1.409A-1(h)(3).� Whether your Separation From Service has occurred will be determined in accordance with the Section�409A Standard, including �1.409A-(h).� The Administrator may, but need not, elect in writing, subject to the applicable limitations under the Section�409A Standards, any of the special elective rules�prescribed in �1.409A-(h)�for purposes of determining whether a Separation From Service has occurred.� Any such written election will be deemed to be part of the Plan.

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Special Assignment is defined in Section�2.

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Transitional Position means a Regular Position that satisfies all of the following conditions with respect to you:

�

������������������ You serve as a Division President or a member of the Executive Committee immediately prior to your service in the position;

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������������������ The Company, at its own initiative and in its sole discretion, and with the express approval of the Compensation Committee, asks you to serve in the position for the purpose of effecting an orderly transition of responsibilities to your successor; and

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������������������ You serve in the position for a limited period of not greater than 12 months.

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Years of Service is defined in Section�4.

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