Change-in-Control Severance Agreement – Edwards Lifesciences Corporation

Form of Change-in-Control Severance Agreement

Edwards Lifesciences Corporation

Contents

Article 1. Definitions	1

Article 2. Severance Benefits	5

Article 3. Form and Timing of Severance Benefits	7

Article 4. Excise Tax	7

Article 5. The Company153s Payment Obligation	8

Article 6. Term of Agreement	8

Article 7. Legal Remedies	9

Article 8. Successors	9

Article 9. Miscellaneous	9

Change-in-Control Severance Agreement
Edwards Lifesciences Corporation

THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the “Agreement”) is made, entered
into, and is effective as of the day of , 20 (hereinafter referred to as the
“Effective Date”), by and between Edwards Lifesciences Corporation (the
“Company”), a Delaware corporation, and (the “Executive”).

WHEREAS, the Executive is currently employed by the Company in a key
management capacity; and

WHEREAS, the Executive possesses considerable experience and knowledge of the
business and affairs of the Company concerning its policies, methods, personnel,
and operations; and

WHEREAS, the Company is desirous of assuring insofar as possible, that it
will continue to have the benefit of the Executive153s services; and the Executive
is desirous of having such assurances; and

WHEREAS, the Company recognizes that circumstances may arise in which a
Change in Control of the Company occurs, through acquisition or otherwise,
thereby causing uncertainty of employment without regard to the Executive153s
competence or past contributions. Such uncertainty may result in the loss of the
valuable services of the Executive to the detriment of the Company and its
shareholders; and

WHEREAS, both the Company and the Executive are desirous that any proposal
for a Change in Control will be considered by the Executive objectively and with
reference only to the business interests of the Company and its shareholders;
and

WHEREAS, the Executive will be in a better position to consider the Company153s
best interests if the Executive is afforded reasonable security, as provided in
this Agreement, against altered conditions of employment which could result from
any such Change in Control; and

WHEREAS, the Executive and the Company are currently parties to that certain
Amended and Restated Change-in-Control Severance Agreement dated (the “Prior
Agreement; and

WHEREAS, by executing this Agreement, the Executive and the Company hereby
agree that this Agreement shall supersede the severance benefits set forth in
the Prior Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements of the parties set forth in this Agreement, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

Article 1. Definitions

Wherever used in this Agreement, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

1.1 “Agreement” means this Change-in-Control Severance
Agreement.

1.2 “Base Salary” means, at any time, the then-regular
annual rate of pay which the Executive is receiving as annual salary, excluding
amounts: (i) received under short- or long-term incentive or other bonus plans,
regardless of whether or not the amounts are deferred or (ii) designated by the
Company as payment toward reimbursement of expenses.

1.3 “Board” means the Board of Directors of
the Company.

1.4 “Cause” shall be determined solely by
the Board in the exercise of good faith and reasonable judgment, and shall mean
the occurrence of any one or more of the following:

(i) A continuing material breach by the Executive of the duties and
responsibilities of the Executive, which duties shall not differ in any material
respect from the duties and responsibilities of the Executive during the 90-day
period immediately prior to a Change in Control (other than as a result of
incapacity due to a physical or mental condition or illness), which breach is
demonstrably willful and deliberate on the Executive153s part, is committed in bad
faith and without a reasonable belief that such a breach is in the best
interests of the Company, and is not remedied in a reasonable period of time
after receipt of written demand for substantial performance is delivered to the
Executive by the Board that specifically identifies the manner in which the
Board believes the Executive has breached such duties and responsibilities; or

(ii) The Executive153s willfully engaging in conduct that is demonstrably and
materially injurious to the Company, monetarily or otherwise; or

(iii) The Executive153s conviction of a felony.

However, no act or failure to act on the Executive153s part shall be deemed
“willful” unless done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that the action or omission was in the best
interest of the Company.

1.5 “Change in Control” of the Company shall mean the
occurrence of any one of the following events:

(a) Any “Person,” as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (as amended) (other than the Company, any
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
and any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or such proportionately owned corporation), is or becomes
the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the
Company153s then outstanding securities; or

(b) During any period of not more than twenty-four (24) months, individuals
who at the beginning of such period constitute the Board of Directors of the
Company, and any new director (other than a director designated by a Person who
has entered into an agreement with the Company to effect a transaction described
in Sections 1.5(a), 1.5(c), or 1.5(d) of this Section 1.5) whose election by the
Board or nomination for election by the Company153s stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof; or

(c) The consummation of a merger or consolidation of the Company with any
other entity, other than: (i) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than sixty percent (60%) of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or
(ii) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person acquires more than thirty
percent (30%) of the combined voting power of the Company153s then outstanding
securities; or

(d) The Company153s stockholders approve a plan of complete liquidation or
dissolution of the Company, or an agreement for the sale or disposition by the
Company of all or substantially all of the Company153s assets (or any transaction
having a similar effect).

1.6 “Code” means the Internal Revenue Code
of 1986, as amended.

1.7 “Company” means Edwards Lifesciences Corporation, a
Delaware corporation (including any and all subsidiaries), or any successor
thereto as provided in Article 8 herein.

1.8 “Disability” shall have the meaning ascribed to such
term in the Executive153s governing long-term disability plan as of the Effective
Date.

1.9 “Effective Date” means the date specified in the opening
sentence of this Agreement.

1.10 “Effective Date of Termination” means the date on which
a Qualifying Termination occurs, as provided in Section 2.2 herein, which
triggers the payment of Severance Benefits hereunder.

1.11 “Good Reason” means, without the Executive153s express
written consent, the occurrence after a Change in Control of the Company of any
one or more of the following:

(i) The assignment of the Executive to duties materially inconsistent with
the Executive153s authorities, duties, responsibilities, and status (including
offices, titles, and reporting requirements) as an executive and/or officer of
the Company,

or a material reduction or alteration in the nature or status of the
Executive153s authorities, duties, or responsibilities from those in effect as of
ninety (90) calendar days prior to the Change in Control, other than an
insubstantial and inadvertent act that is remedied by the Company promptly after
receipt of notice thereof given by the Executive;

(ii) The Company153s requiring the Executive to be based at a location in
excess of fifty (50) miles from the location of the Executive153s principal job
location or office immediately prior to the Change in Control; except for
required travel on the Company153s business to an extent substantially consistent
with the Executive153s then present business travel obligations;

(iii) A reduction by the Company of the Executive153s Base Salary in effect on
the Effective Date hereof, or as the same shall be increased from time to time;

(iv) The failure of the Company to continue in effect any of the Company153s
short- and long-term incentive compensation plans, or employee benefit or
retirement plans, policies, practices, or other compensation arrangements in
which the Executive participates, unless the Executive is permitted to
participate in other plans that provide the Executive with substantially
comparable benefits; or the failure by the Company to continue the Executive153s
participation therein on substantially the same basis, both in terms of the
amount of benefits provided and the level of the Executive153s participation
relative to other participants, as existed immediately prior to the Change in
Control of the Company;

(v) The failure of the Company to obtain a satisfactory agreement from any
successor to the Company to assume and agree to perform the Company153s
obligations under this Agreement, as contemplated in Article 8 herein; and

(vi) The Company, or any successor company, commits a material breach of any
of the material provisions of this Agreement.

The Executive153s right to terminate employment for Good Reason shall not be
affected by the Executive153s incapacity due to physical or mental illness. The
Executive153s continued employment shall not constitute consent to, or a waiver of
rights with respect to, any circumstance constituting Good Reason herein.

1.12 “Qualifying Termination” means any of the events
described in Section 2.2 herein, the occurrence of which triggers the payment of
Severance Benefits hereunder.

1.13 “Separation from Service” means the Executive153s
separation from service as determined in accordance with Code Section 409A and
the applicable standards of the Treasury Regulations issued thereunder.

1.14 “Severance Benefits” means the payment of severance
compensation as provided in Section 2.3 herein.

Article 2. Severance Benefits

2.1 Right to Severance Benefits. The Executive shall be
entitled to receive from the Company Severance Benefits as described in Section
2.3 herein, if there has been a Change in Control of the Company and if, within
twenty-four (24) calendar months thereafter, the Executive153s employment with the
Company shall end for any reason specified in Section 2.2 herein as being a
Qualifying Termination.

The Executive shall not be entitled to receive Severance Benefits if he is
terminated for Cause, or if his employment with the Company ends due to death,
Disability, voluntary normal retirement (as defined under the then established
rules of the Company153s tax-qualified retirement plan), or due to a voluntary
termination of employment for a reason other than that specified in Section
2.2(b) herein.

2.2 Qualifying Termination. The occurrence of either of the
following events within twenty-four (24) calendar months after a Change in
Control of the Company shall trigger the payment of Severance Benefits to the
Executive under this Agreement:

(a) The Company153s involuntary termination of the Executive153s employment
without Cause; or

(b) The Executive153s voluntary employment termination for Good Reason.

In addition, if the Executive153s employment is involuntarily terminated
without Cause by the Company within six (6) months prior to a Change in Control,
such termination shall also be considered a Qualifying Termination occurring
during the twenty-four (24) month period following a Change in Control. For
purposes of this Agreement, a Qualifying Termination shall not include a
termination of employment by reason of death, Disability, or voluntary normal
retirement (as such term is defined under the then established rules of the
Company153s tax-qualified retirement plan), the Executive153s voluntary termination
for a reason other than that specified in Section 2.2(b) herein, or the
Company153s involuntary termination for Cause.

2.3 Description of Severance Benefits. In the event that the
Executive becomes entitled to receive Severance Benefits, as provided in
Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide
him with total Severance Benefits equal to all of the following:

(a) A lump-sum amount equal to the Executive153s unpaid Base Salary, accrued
vacation pay, unreimbursed business expenses, and all other items earned by and
owed to the Executive through and including the Effective Date of Termination.

(b) A lump-sum amount equal to the product obtained by multiplying (i) [not
more than 100%] of the Executive153s annual target bonus amount, established under
the annual bonus plan in which the Executive is then participating for the bonus
plan year in which the Executive153s Effective Date of Termination occurs by (ii)
a fraction, the numerator of which is the number of full completed months in the
bonus plan year through the Effective Date of Termination, and the denominator
of which is twelve (12). This payment will be in lieu of any other payment to be
made to the Executive under the annual bonus plan in which the Executive is then
participating for that plan year.

(c) A lump-sum amount equal to three (3) multiplied by the higher of the
Executive153s annual rate of Base Salary in effect upon the Effective Date of
Termination, or the Executive153s highest annual rate of Base Salary in effect
during the twelve (12) months preceding the date of the Change in Control.

(d) A lump-sum amount equal to the higher of (i) [not more than three (3)]
times the Executive153s annual target bonus established under the annual bonus
plan in which the Executive is then participating for the bonus plan year in
which the Executive153s Effective Date of Termination occurs, or (ii) three (3)
times the actual annual bonus payment made to the Executive under the annual
bonus plan in which the Executive participated in the year preceding the year in
which the Effective Date of Termination occurs.

(e) All long-term incentive awards shall be subject to the treatment provided
under the Company153s Long-Term Stock Incentive Compensation Program (as amended,
or any successor plans thereto) and/or the applicable award agreements
thereunder.

(f) A lump sum amount (the “Healthcare Cost”) equal to the cost of medical
insurance and dental insurance coverage at the same coverage level as in effect
as of the Executive153s Effective Date of Termination for a period of thirty-six
(36) months following the Executive153s Effective Date of Termination, based on
the monthly COBRA costs of such coverage under the Company153s medical and dental
plans pursuant to Section 4980B of the Code on the Executive153s Effective Date of
Termination. In addition, the Company shall pay to the Executive an additional
amount sufficient to fully cover the federal, state and local income and
employment tax liability attributable to such Healthcare Cost and the additional
tax gross-up payment made under this Section 2.3(f).

(g) For a period of up to thirty-six (36) months following a Change in
Control, the Executive shall be entitled, at the expense of the Company, to
receive standard outplacement services from a nationally recognized outplacement
firm of the Executive153s selection. However, the Company153s total obligation shall
not exceed twenty-five thousand dollars ($25,000.00) per calendar year. The
amount of in-kind benefits to which the Executive may become entitled in any one
calendar year shall not affect the amount of in-kind benefits to be provided to
the Executive in any other calendar year. The Executive153s right to in-kind
benefits cannot be liquidated or exchanged for any other benefit or payment.

2.4 Termination due to Disability. Following a Change in
Control, if the Executive153s employment is terminated with the Company due to
Disability, the Executive153s benefits shall be determined in accordance with the
Company153s retirement, insurance, and other applicable plans and programs then in
effect and shall be paid at such time and in such manner as set forth in the
plans or programs governing those benefits subject to compliance with Code
Section 409A.

2.5 Termination due to Retirement or Death. Following a
Change in Control, if the Executive153s employment with the Company is terminated
by reason of his voluntary normal retirement (as defined under the then
established rules of the Company153s tax-qualified retirement plan), or death, the
Executive153s benefits shall be determined in accordance with the Company153s
retirement, survivor153s benefits, insurance, and other applicable programs then
in effect and shall be paid at such time and in such manner as set forth in the
programs governing those benefits subject to compliance with Code Section 409A.

2.6 Termination for Cause or by the Executive Other Than for Good
Reason. Following a Change in Control, if the Executive153s employment is
terminated either: (i) by the Company for Cause; or (ii) voluntarily by the
Executive for a reason other than that specified in Section 2.2(b) herein, the
Company shall pay the Executive his full unpaid Base Salary at the rate then in
effect, accrued vacation, and other items earned by and owed to the Executive
through the Effective Date of Termination, plus all other amounts to which the
Executive is entitled under any compensation plans of the Company at the time
such payments are due, and the Company shall have no further obligations to the
Executive under this Agreement.

2.7 Notice of Termination. Any termination of the
Executive153s employment by the Company for Cause or by the Executive for Good
Reason shall be communicated by Notice of Termination to the other party. For
purposes of this Agreement, a “Notice of Termination” shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon, and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive153s
employment under the provision so indicated.

Article 3. Form and Timing of Severance Benefits

3.1 Form and Timing of Severance Benefits. The Severance
Benefit described in Section 2.3(a) herein shall be paid in cash to the
Executive in a single lump sum as soon as practicable following the Effective
Date of Termination, but in no event beyond ten (10) calendar days from such
date. The Severance Benefits described in Sections 2.3(b), 2.3(c), 2.3(d) and
2.3(f) herein shall be paid in cash to the Executive in a single lump sum on the
first day of the seventh (7th) month following the date the Executive incurs a
Separation from Service by reason of the Qualifying Termination or, with respect
to the tax gross-up payments under Section 2.3(f), the date on which the
federal, state and local taxes to which the gross-up payment relates are
remitted to the tax authorities, if later. To the extent the payment of any such
Severance Benefits to which the Executive becomes entitled under this Agreement
as a result of an actual termination following a Change in Control is deferred
beyond the Executive153s Separation from Service, the Executive shall be entitled
to interest on those amounts, for the period the payment of such amounts is so
deferred, with such interest to accrue at the prime rate then in effect from
time to time during that period and to be paid in a lump sum upon payment of
such Severance Benefits.

3.2 Withholding of Taxes. The Company shall withhold from
any amounts payable under this Agreement all federal, state, city, or other
taxes as legally shall be required.

Article 4. Excise Tax

4.1 Excise Tax Payment. If any portion of the Severance
Benefits or any other payment under this Agreement, or under any other agreement
with, or plan of the Company (in the aggregate, “Total Payments”) would
constitute an “excess parachute payment,” such that a golden parachute

excise tax is due, the Company shall provide to the Executive, in cash, an
additional payment in an amount sufficient to cover the full cost of any excise
tax and all of the Executive153s additional state and federal income, excise, and
employment taxes that arise on this additional payment (cumulatively, the “Full
Gross-Up Payment”), such that the Executive is in the same after-tax position as
if he had not been subject to the excise tax. For this purpose, the Executive
shall be deemed to be in the highest marginal rate of federal and state taxes.
This payment shall be made at the time the taxes are remitted to the tax
authorities but no later than the close of the calendar year following the
calendar year in which the taxes are remitted to the tax authorities.

For purposes of this Agreement, the term “excess parachute payment” shall
have the meaning assigned to such term in Section 280G of the Code, and the term
“excise tax” shall mean the tax imposed on such excess parachute payment
pursuant to Sections 280G and 4999 of the Code.

4.2 Subsequent Recalculation. In the event the Internal
Revenue Service subsequently adjusts the excise tax computation herein
described, the Company shall reimburse the Executive for the full amount
necessary to make the Executive whole on an after-tax basis (less any amounts
received by the Executive that the Executive would not have received had the
computations initially been computed as subsequently adjusted), including the
value of any underpaid excise tax, and any related interest and/or penalties due
to the Internal Revenue Service. Any such reimbursements shall be made on the
date the additional taxes are remitted to the tax authorities but no later than
the end of the calendar year following the calendar year in which the additional
taxes are remitted to the tax authorities.

Article 5. The Company153s Payment Obligation

5.1 Payment Obligations Absolute. The Company153s obligation
to make the payments and the arrangements provided for herein shall be absolute
and unconditional, and shall not be affected by any circumstances including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or demand.
Each and every payment made hereunder by the Company shall be final, and the
Company shall not seek to recover all or any part of such payment from the
Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever.

The Executive shall not be obligated to seek other employment in mitigation
of the amounts payable or arrangements made under any provision of this
Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company153s obligations to make the payments and
arrangements required to be made under this Agreement.

5.2 Contractual Rights to Benefits. This Agreement
establishes and vests in the Executive a contractual right to the benefits to
which he is entitled hereunder. However, nothing herein contained shall require
or be deemed to require, or prohibit or be deemed to prohibit, the Company to
segregate, earmark, or otherwise set aside any funds or other assets, in trust
or otherwise, to provide for any payments to be made or required hereunder.

Article 6. Term of Agreement

This Agreement will commence on the Effective Date first written above, and
shall continue in effect irrevocably for three (3) full calendar years..
However, at the end of the first calendar year of

such three-year (3) period, this Agreement shall be extended automatically
for one (1) additional year, unless the Company notifies the Executive in
writing, prior to the occurrence of the automatic extension, that the term of
this Agreement will not be extended. Moreover, upon the end of each subsequent
calendar year, this Agreement shall also be extended automatically for one (1)
additional year, unless the Company otherwise notifies the Executive in writing
prior to the occurrence of such automatic extension. In the case where the
Company properly notifies the Executive that the Agreement will no longer be
extended, the Agreement will terminate at the end of the term, or extended term,
then in progress.

However, in the event a Change in Control occurs during the original or any
extended term, this Agreement will remain in effect for twenty-four (24) months
beyond the month in which such Change in Control occurred.

Article 7. Legal Remedies

7.1 Dispute Resolution. The Executive shall have the right
and option to elect to have any good faith dispute or controversy arising under
or in connection with this Agreement settled by litigation or arbitration. If
arbitration is selected, such proceeding shall be conducted by final and binding
arbitration before a panel of three (3) arbitrators in accordance with the rules
and under the administration of the American Arbitration Association.

7.2 Payment of Legal Fees. In the event that it shall be
necessary or desirable for the Executive to retain legal counsel and/or to incur
other costs and expenses in connection with the enforcement of any or all of his
rights under this Agreement, the Company shall pay (or the Executive shall be
entitled to recover from the Company) the Executive153s attorneys153 fees, costs,
and expenses in connection with a good faith enforcement of his rights including
the enforcement of any arbitration award. This shall include, without
limitation, court costs and attorneys153 fees incurred by the Executive as a
result of any good faith claim, action, or proceeding, including any such action
against the Company arising out of, or challenging the validity or
enforceability of this Agreement or any provision hereof.

Article 8. Successors

The Company shall require any successor (whether direct or indirect, by
purchase, merger, reorganization, consolidation, acquisition of property or
stock, liquidation, or otherwise) of all or substantially all of the assets of
the Company by agreement, in form and substance satisfactory to the Executive,
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession had taken place. Regardless of whether such agreement is executed,
this Agreement shall be binding upon any successor in accordance with the
operation of law and such successor shall be deemed the “Company” for purposes
of this Agreement.

Article 9. Miscellaneous

9.1 Employment Status. This Agreement is not, and nothing
herein shall be deemed to create, an employment contract between the Executive
and the Company or any of its subsidiaries. Subject to the terms of any
employment contract between the Executive and the Company, the Executive
acknowledges that the rights of the Company remain wholly intact to change or
reduce at any time and from time to time his compensation, title,
responsibilities, location, and all other aspects of the employment
relationship, or to discharge him prior to a Change in Control (subject to such
discharge possibly being considered a Qualifying Termination pursuant to Section
2.2).

9.2 Entire Agreement. This Agreement contains the entire
understanding of the Company and the Executive with respect to the subject
matter hereof and supersedes all prior oral and written agreements between the
parties hereto with respect to the subject matter hereof, including but not
limited to, the Prior Agreement, which is terminated and no longer in effect. In
addition, the payments provided for under this Agreement in the event of the
Executive153s termination of employment shall be in lieu of any severance benefits
payable under any employment contract between the Executive and the Company or
any severance plan, program, or policy of the Company to which he might
otherwise be entitled.

9.3 Notices. All notices, requests, demands, and other
communications hereunder shall be sufficient if in writing and shall be deemed
to have been duly given if delivered by hand or if sent by registered or
certified mail to the Executive at the last address he has filed in writing with
the Company or, in the case of the Company, at its principal offices.

9.4 Execution in Counterparts. This Agreement may be
executed by the parties hereto in counterparts, each of which shall be deemed to
be an original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.

9.5 Conflicting Agreements. The Executive hereby represents
and warrants to the Company that his entering into this Agreement, and the
obligations and duties undertaken by him hereunder, will not conflict with,
constitute a breach of, or otherwise violate the terms of, any other employment
or other agreement to which he is a party, except to the extent any such
conflict, breach, or violation under any such agreement has been disclosed to
the Board in writing in advance of the signing of this Agreement.

9.6 Severability. In the event any provision of this
Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the
Agreement shall be construed and enforced as if the illegal or invalid provision
had not been included. Further, the captions of this Agreement are not part of
the provisions hereof and shall have no force and effect.

Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall have no obligation to make any payment to the Executive hereunder
to the extent, but only to the extent, that such payment is prohibited by the
terms of any final order of a Federal or state court or regulatory agency of
competent jurisdiction; provided, however, that such an order shall not affect,
impair, or invalidate any provision of this Agreement not expressly subject to
such order.

9.7 Modification. No provision of this Agreement may be
modified, waived, or discharged unless such modification, waiver, or discharge
is agreed to in writing and signed by the Executive and by a member of the
Board, as applicable, or by the respective parties153 legal representatives or
successors.

9.8 Applicable Law. To the extent not preempted by the laws
of the United States, the laws of Delaware shall be the controlling law in all
matters relating to this Agreement without giving effect to principles of
conflicts of laws.

9.9 Compliance with Section 409A. This Agreement is intended
to comply with the requirements of Section 409A of the Code. Accordingly, all
provisions herein shall be construed and interpreted to comply with Code Section
409A and if necessary, any such provision shall be deemed amended to comply with
Code Section 409A and the regulations thereunder.

9.10 Right to Advice of Counsel. The Executive acknowledges
that he has had the right to consult with counsel and is fully aware of his
rights and obligations under this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement
as of this day of , 20 .

Company:			Executive:

Edwards Lifesciences Corporation

By:


Attest:

AMENDMENT

CHANGE-IN-CONTROL SEVERANCE AGREEMENT

This Amendment (the “Amendment”) to the Change-in-Control Severance Agreement
by and between EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the
“Company”), and (the “Executive”) dated (the “Agreement”) is made, entered into
and effective as of March 11, 2010.

WHEREAS, the Company and the Executive desire to modify the terms of Article
2, Section 2.3 of the Agreement;

NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Executive, intending to be bound, agree as follows:

The text of Article 2, Section 2.3 of the Agreement shall be deleted in its
entirety and replaced with the following:

(b) A lump-sum amount equal to the product obtained by multiplying (i) fifty
percent (50%) of the Executive153s annual target bonus amount, established under
the annual bonus plan in which the Executive is then participating for the bonus
plan year in which the Executive153s Effective Date of Termination occurs,
multiplied by (ii) a fraction, the numerator of which is the number of full
completed months in the bonus plan year through the Effective Date of
Termination, and the denominator of which is twelve (12). This payment will be
in lieu of any other payment to be made to the Executive under the annual bonus
plan in which the Executive is then participating for that plan year.

(c) A lump-sum amount equal to two (2) multiplied by the higher of the
Executive153s annual rate of Base Salary in effect upon the Effective Date of
Termination, or the Executive153s highest annual rate of Base Salary in effect
during the twelve (12) months preceding the date of the Change in Control.

(d) A lump-sum amount equal to the higher of (i) one (1) multiplied by the
Executive153s annual target bonus established under the annual bonus plan in which
the Executive is then participating for the bonus plan year in which the
Executive153s Effective Date of Termination occurs, or (ii) two (2) multiplied by
the actual annual bonus payment made to the Executive under the annual bonus
plan in which the Executive participated in the year preceding the year in which
the Effective Date of Termination occurs.

(f) A lump-sum amount equal to the cost of medical and dental insurance
coverage at the same coverage level as in effect as of the Executive153s Effective
Date of Termination for a period of thirty-six (36) months following the
Executive153s Effective Date of Termination, based on the monthly COBRA cost of
such coverage under the Company153s medical and dental plans pursuant to Section
4980B of the Code on the Executive153s Effective Date of Termination.

(g) The Executive shall be entitled, at the expense of the Company and
through a provider selected by the Company, to receive outplacement services the
scope of which shall be reasonable and consistent with the industry practice for
similarly situated executives.

IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year above written.

Company:			Executive:

Edwards Lifesciences Corporation

By:

AMENDMENT

CHANGE-IN-CONTROL SEVERANCE AGREEMENT

This Amendment (the “Amendment”) to the Amended and Restated
Change-in-Control Severance Agreement by and between EDWARDS LIFESCIENCES
CORPORATION, a Delaware corporation (the “Company”), and (the “Executive”) dated
(the “Agreement”) is made, entered into and effective as of December 15, 2010.

WHEREAS, the Company and the Executive desire to modify the terms of Article
6 of the Agreement;

The text of Article 6 of the Agreement shall be deleted in its entirety and
replaced with the following:

The current term of this Agreement extends through December 31, 2012, and
shall be extended automatically for successive one (1) calendar year extended
terms, unless the Company notifies the Executive in writing at least 180 days
prior to the expiration of the current term or any extended term that the
Company elects not to extend the term. If notice under this Article 6 is
provided, the term of this Agreement will not be further extended, and the
Agreement will terminate at the end of the then-current term.

However, in the event a Change in Control occurs during the current term or
any extended term, the Executive shall be entitled to Severance benefits as
provided in Article 2 so long as a Qualifying Termination occurs within
twenty-four (24) months after the month in which such Change in Control
occurred.

IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year above written.

Company:			Executive:

Edwards Lifesciences Corporation


By:

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