0000885725-16-000035 Sample Contracts

Boston Scientific Corporation 2011 Long-Term Incentive Plan Global Deferred Stock Unit Award Agreement [Date] (“Participant”)
Global Deferred Stock Unit Award Agreement • May 4th, 2016 • Boston Scientific Corp • Surgical & medical instruments & apparatus

This Global Deferred Stock Unit Award Agreement (the “Agreement”), dated [ ] (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 [Date] (“Optionee”) EMPLOYEE COPY PLEASE RETAIN FOR YOUR RECORDS
Global Non-Qualified Stock Option Agreement • May 4th, 2016 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Global Non-Qualified Stock Option Agreement (the “Agreement”), dated [ ] (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.

December 22, 2014 Edward F. Mackey [ADDRESS] [ADDRESS]
Boston Scientific Corp • May 4th, 2016 • Surgical & medical instruments & apparatus

We are pleased to offer you the position of Executive Vice President, Operations, reporting to Michael Mahoney, President and Chief Executive Officer. As part of this offer, you will become a member of Boston Scientific’s Executive Committee, an “executive officer” under the federal securities laws and an “officer” for purposes of Section 16 of the Exchange Act. This letter and the Agreement Concerning Employment summarize our understanding of the terms of your employment. We look forward to you formally accepting this offer.

BOSTON SCIENTIFIC INTENT TO GRANT PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • May 4th, 2016 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the [ ] (the “Grant Date”), is between you and Boston Scientific Corporation, a Delaware corporation (the “Company”), in connection with the Award of Performance Share Units by the Company under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in either the Plan or in the Free Cash Flow Performance Share Program (the “Program”) for the performance period beginning January 1, 2016 and ending on December 31, 2016 (the “Performance Period”) and the three-year service period beginning on January 1, 2016 and ending on December 31, 2018 (the “Service Period”).

BOSTON SCIENTIFIC INTENT TO GRANT PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • May 4th, 2016 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the [ ] (the “Grant Date”), is between you and Boston Scientific Corporation, a Delaware corporation (the “Company”), in connection with the Award of Performance Share Units by the Company under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in either the Plan or in the Total Shareholder Return Performance Share Program (the “Program”) for the period beginning January 1, 2016 and ending on December 31, 2018 (the “Performance Period”).

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