0000885725-11-000042 Sample Contracts

Boston Scientific Corporation 2011 Long-Term Incentive Plan Global Deferred Stock Unit Award Agreement Month dd, yyyy [Employee's Name] (“Participant”)
Global Deferred Stock Unit Award Agreement • August 5th, 2011 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Global Deferred Stock Unit Award Agreement (the “Agreement”), dated [ddth] day of [Month], [yyyy] (the “Grant Date”), is between you and Boston Scientific Corporation, a Delaware corporation, (the "Company") in connection with the Award of Deferred Stock Units by the Committee under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.

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Boston Scientific Corporation 2011 Long-Term Incentive Plan Global Non- Qualified Stock Option Agreement Month dd, yyyy [Employee's Name] (“Optionee”)
Global Non-Qualified Stock Option Agreement • August 5th, 2011 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Global Non-Qualified Stock Option Agreement (the “Agreement”), dated [ddth] day of [Month], [yyyy] (the “Grant Date”), is between you and Boston Scientific Corporation, a Delaware corporation, (the “Company”) in connection with the Non-Qualified Stock Option Award granted to you by the Company. This Agreement sets forth the terms and conditions relating to your Stock Option pursuant to the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.

BOSTON SCIENTIFIC CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 5th, 2011 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the [ ] day of [ ], 20[ ] (the "Grant Date"), is between Boston Scientific Corporation, a Delaware corporation (the "Company"), and the person whose name appears on the Signature Page of this Agreement (the "Participant"), a non-employee director of the Company. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company's 2011 and 2003 Long Term Incentive Plans (the "Plan").

AMENDMENT #5 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT and RESTATEMENT OF AMENDED FEE LETTERS
Credit and Security Agreement • August 5th, 2011 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT #5 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT and RESTATEMENT OF AMENDED FEE LETTERS (this “Amendment”) is entered into by the undersigned parties as of August 3, 2011 with respect to

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