0000885725-14-000030 Sample Contracts

BOSTON SCIENTIFIC INTENT TO GRANT PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • November 5th, 2014 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the [__] day of February, 2015 (the “Grant Date”), is between Boston Scientific Corporation, a Delaware corporation (the “Company”), and the “Participant”, an employee of the Company or any of its affiliates or subsidiaries. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in either the Company’s 2011 Long‑Term Incentive Plan (the “Plan”) or in the Total Shareholder Return Performance Share Program (the “Program”) for the period beginning January 1, 2015 and ending on December 31, 2017 (the “Performance Period”).

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BOSTON SCIENTIFIC CORPORATION RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Award Agreement • November 5th, 2014 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the %%OPTION_DATE,’Month DD, YYYY%-% (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 Long Term Incentive Plan, as amended from time to time (the “Plan”).

BOSTON SCIENTIFIC CORPORATION DEFERRED STOCK UNIT AWARD AGREEMENT FOR NON- EMPLOYEE DIRECTORS
Deferred Stock Unit Award Agreement • November 5th, 2014 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the %%OPTION_DATE,’Month DD, YYYY%-% (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 Long Term Incentive Plan, as amended from time to time (the “Plan”).

BOSTON SCIENTIFIC CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Non-Qualified Stock Option Award Agreement • November 5th, 2014 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the %%OPTION_DATE,’Month DD, YYYY%-% (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 Long Term Incentive Plan, as amended from time to time (the "Plan").

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