{"id":40541,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-plan-for-exempt-employees-boston-scientific.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-plan-for-exempt-employees-boston-scientific","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-plan-for-exempt-employees-boston-scientific.html","title":{"rendered":"Severance Plan for Exempt Employees – Boston Scientific Corporation"},"content":{"rendered":"

Boston Scientific Corporation
\nU.S. Severance Plan For Exempt Employees<\/strong><\/p>\n

\n<\/p>\n

\n

Effective January 1, 2012<\/strong><\/p>\n

\n<\/p>\n

\n<\/p>\n

\n

\n

TABLE OF CONTENTS<\/strong><\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

A.<\/p>\n<\/td>\n

\n

Introduction 1<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

B.<\/p>\n<\/td>\n

\n

Eligibility and Participation in the Plan 1<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

C.<\/p>\n<\/td>\n

\n

Source of Severance Benefits 1<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

D.<\/p>\n<\/td>\n

\n

Severance Benefits 2<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1. Conditions for Receiving Severance Benefits 2<\/p>\n<\/p>\n

2. Layoff 2<\/p>\n<\/p>\n

3. Release Agreement 3<\/p>\n<\/p>\n

4. Severance Benefits 4<\/p>\n<\/p>\n

5. Payment of Severance Benefits 6<\/p>\n<\/p>\n

6. Death 7<\/p>\n<\/p>\n

7. Reporting Obligations 8<\/p>\n<\/p>\n

8. Benefits Not Vested; Limitation of Rights 8<\/p>\n<\/p>\n

9. Expatriate Employees 8<\/p>\n<\/p>\n

10. Coordination With Other Plans and Arrangements 8<\/p>\n<\/p>\n

11. No Assignment of Benefits 9<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

E.<\/p>\n<\/td>\n

\n

Layoff Notification 9<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1. WARN Notice 9<\/p>\n<\/p>\n

2. Notice in Other Circumstances; Pay in Lieu of Notice 9<\/p>\n<\/p>\n

3. Employee Rights and Obligations During Notice Period 9<\/p>\n<\/p>\n

4. Effect of Layoff on Annual Performance Incentive Plan Payment 9<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

F.<\/p>\n<\/td>\n

\n

Plan Administration 10<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

G.<\/p>\n<\/td>\n

\n

Claim and Appeal Procedures 10<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

H.<\/p>\n<\/td>\n

\n

Amendment and Termination of the Plan 11<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

I.<\/p>\n<\/td>\n

\n

Section 409A 11<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

J.<\/p>\n<\/td>\n

\n

Governing Law 12<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

K.<\/p>\n<\/td>\n

\n

Glossary 12<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

\n<\/p>\n<\/p>\n

Boston Scientific Corporation<\/strong><\/p>\n

U.S. Severance Plan For Exempt Employees<\/strong><\/p>\n

Effective January 1, 2012 <\/strong><\/p>\n

A. Introduction<\/u><\/strong><\/p>\n

\n

Boston Scientific Corporation has established the Boston Scientific
\nCorporation U.S. Severance Plan For Exempt Employees (“Plan”), effective as of
\nJanuary 1, 2012. The Plan applies to eligible Exempt Employees who are hired or
\nrehired by the Company on or after January 1, 2012. This document serves as both
\nthe Plan’s official document and its summary plan description, and it reflects
\nthe terms of the Plan as of the Effective Date. Effective as of January 1, 2014,
\nthis Plan will also apply to eligible Exempt Employees hired or rehired prior to
\nthe Effective Date who are not given Notice by December 31, 2013.<\/p>\n<\/p>\n

The purpose of the Plan is to provide severance benefits to eligible Exempt
\nEmployees who lose their jobs with the Company involuntarily under the
\ncircumstances specified in the Plan. The Plan is also designed to meet the
\nrequirements of the federal law known as WARN for those Exempt Employees who are
\nentitled to notice under WARN.<\/p>\n<\/p>\n

The Glossary in Section K defines the capitalized terms used in this Plan (or
\nidentifies for you where in this document to find a term’s meaning). When you
\nsee a capitalized term, turn to the Glossary to find its meaning.<\/p>\n<\/p>\n

B. Eligibility and Participation in the
\nPlan<\/u><\/strong><\/p>\n

\n

You are eligible to participate in the Plan if you are a Regular Exempt
\nEmployee hired or most recently rehired by the Company on or after January 1,
\n2012. If you are eligible, you will automatically become a Plan participant on
\nthe date you become a Regular Exempt Employee. If you are a Regular Exempt
\nEmployee hired or most recently rehired before January 1, 2012, you will become
\na Plan participant on January 1, 2014, if you are not given Notice by December
\n31, 2013.<\/p>\n<\/p>\n

Plan participation ends upon any of the following:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

When you no longer meet the eligibility requirements to participate in the
\nPlan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

When all Severance Benefits to which you are entitled have been paid;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

When your employment ends for any reason other than a Layoff;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

When a Plan amendment makes you ineligible for Plan participation; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

When the Plan terminates.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

C. Source of Severance Benefits<\/u><\/strong><\/p>\n

\n

The Company pays the entire cost of all Severance Benefits from its general
\nassets.<\/p>\n<\/p>\n

D. Severance Benefits<\/u><\/strong><\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

Conditions for Receiving Severance Benefits<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Plan provides Severance Benefits only in the event of a Layoff. If your
\nemployment terminates due to a Layoff while you are a Plan participant, you will
\nbe entitled to<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

receive Severance Benefits only if you satisfy all<\/u> of the following
\nconditions:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

You are given Notice that your employment will be involuntarily terminated
\ndue to a Layoff;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

You remain employed by the Company and actively at work until the date
\ndetermined by the Company to be your last day of work (for this purpose, you are
\nconsidered to be actively at work during an Authorized Leave of Absence); and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

You continue to honor all contractual obligations you may have to the
\nCompany, including, without limitation, any confidentiality and nondisclosure
\nagreement and restrictions on post-employment activities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In addition<\/strong>, to be entitled to receive Severance
\nPay<\/strong> under the Plan, you must sign a Release Agreement<\/strong>
\nby the deadline specified in that document, and you must not validly revoke it
\nwithin the Revocation Period. (Also, Outplacement Assistance will be subject to
\na specified dollar limitation if you do not timely sign, or if you timely
\nrevoke, a Release Agreement.)<\/p>\n<\/p>\n

To receive Severance Benefits, you must continue to satisfy all applicable
\nconditions and eligibility requirements to the date you receive those benefits,
\nand you must comply with the reporting obligations described in Section D.7. If
\nyou fail to satisfy an applicable condition or eligibility requirement before
\nall Severance Benefits have been provided to you, you will not be entitled to
\nany Severance Benefits that have not yet been paid or otherwise provided. For
\nexample, if you receive Notice that your employment will terminate due to a
\nLayoff but you terminate your employment before the date determined by the
\nCompany to be your last day of work, you will not be entitled to any Severance
\nBenefits that have not been provided to you as of the date you terminate your
\nemployment.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

Layoff<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Layoff is a termination by the Company of your employment with the Company
\nthat is either:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Due to an anticipated facility relocation or closing or a reduction in
\nstaffing levels, and you have not refused or otherwise failed to accept a
\nSimilar Position with the Company that remains available at the time of Notice;
\nor<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

The result of an anticipated Transaction or Reorganization, and you are not
\nprovided an opportunity to be employed in a Similar Position with the acquiring
\nor resulting entity.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For purposes of the Plan, if you are not a Field Employee, a new position
\nwill be considered a Similar Position if it results in no more than a 10%
\nreduction in Base Salary and is located within 35 miles of your place of work as
\nof the date you are offered the new position. If you are a Field Employee, a new
\nposition will be considered a Similar Position if it results in no more than a
\n10% reduction in Total Target Cash Compensation and is located within 35 miles
\nof your place of work as of the date you are offered the new position.<\/p>\n<\/p>\n

Regardless of whether you receive Notice, your termination of employment will
\nnot<\/u> <\/strong>be considered a Layoff, and you will
\nnot<\/u><\/strong> receive Severance Benefits, if your employment
\nterminates for any reason other than a Layoff. For example, you will
\nnot<\/u><\/strong> be considered to have a Layoff, and, therefore, you
\nwill not<\/u><\/strong> receive Severance Benefits, if your employment
\nterminates for any of the following reasons:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Voluntary Resignation;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Job abandonment;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Failure to timely return from an Authorized Leave of Absence;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Performance-related problems;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Misconduct or other “cause,” as determined by the Company in its sole
\ndiscretion;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

You do not accept an offer of employment in a Similar Position from the
\nCompany that remains available at the time of Notice, or, in the event of a
\nTransaction or Reorganization, you have an opportunity to be employed in a
\nSimilar Position by the acquiring or resulting entity; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

The Company, or an acquiring or resulting entity following a Transaction or
\nReorganization, offers you a Similar Position after you receive Notice but
\nbefore your Termination Date. After your Termination Date, the offer of a
\nSimilar Position will not cause you to be considered not to have a Layoff or
\notherwise affect your eligibility for Severance Benefits. However, if you accept
\nsuch an offer after your Termination Date, you will be required to repay a
\nportion of your Severance Pay as provided in Section D.5.(b).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In addition, you will not<\/strong> be considered to have a Layoff if
\nyou accept an offer of employment in any position with the Company or any
\nAffiliate or, in the event of a Transaction or Reorganization, with the
\nacquiring or resulting entity.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

Release Agreement<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Your receipt of Severance Pay (and certain Outplacement Assistance) under the
\nPlan is conditioned on your execution of a Release Agreement. The Release
\nAgreement will be a written document, in a form determined by the Company, that
\ncreates a binding agreement by you to release any claims that you have or may
\nhave against the Company (and certain related entities and individuals) that
\narise on or before the date you sign the Release Agreement, including without
\nlimitation, any claims under the ADEA.<\/p>\n<\/p>\n

If you are covered by the ADEA (or a similar state law), you will generally
\nhave a period of either 21 days or 45 days, as specified in the Release
\nAgreement, to consider the Release Agreement before signing it, and you will be
\nadvised to consult an attorney before signing the Release Agreement. If you are
\ncovered by the ADEA (or a similar state law), you will also have the right to
\nrevoke the Release Agreement within the Revocation Period.<\/p>\n<\/p>\n

Although you may be given a copy of the Release Agreement before your
\nTermination Date, you cannot sign it earlier than your Termination Date. The
\nPlan Administrator reserves the right not to accept any Release Agreement signed
\nbefore your Termination Date. If you do not sign the Release Agreement
\nby the deadline set by the Plan Administrator, or, if applicable, you revoke the
\nRelease Agreement within the Revocation Period, you will not receive Severance
\nPay under the Plan. <\/strong>Except as expressly provided in Section D.4(b),
\nyour receipt of Other Severance Benefits will not be conditioned on your
\nexecution of the Release Agreement (so you may begin receiving those benefits
\nbefore you have signed the Release Agreement and before the Revocation Period
\nhas expired).<\/p>\n<\/p>\n

If for any reason you are provided Severance Pay and you either did not sign
\na Release Agreement or you timely revoked the Release Agreement, then you are
\nrequired to reimburse the Company for the Severance Pay you received.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

Severance Benefits<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If you satisfy all of the applicable conditions and eligibility requirements,
\nyou will become entitled to Severance Benefits, which consist of Severance Pay,
\nOutplacement Assistance, and, if applicable, Subsidized COBRA Coverage.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

\n

Severance Pay<\/u>. Severance Pay will be calculated, as shown in the table
\nbelow, based on your position classification, Pay, and Years of Service. Your\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Severance Pay will be equal to a number of weeks of Pay, up to a
\nmaximum of 52 weeks, <\/strong>based on your position classification and Years of
\nService, subject to the applicable minimum for your position classification, as
\nshown in the following table:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Position classification<\/strong><\/p>\n<\/td>\n

\n

Weeks of Pay per Year of Service <\/strong><\/p>\n<\/td>\n

\n

Minimum number of weeks of Pay<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Exempt positions<\/p>\n

below director level<\/p>\n<\/td>\n

\n

2 weeks per Year of Service<\/p>\n<\/td>\n

\n

8 weeks<\/p>\n<\/td>\n<\/tr>\n

\n

Exempt positions director level and above<\/p>\n<\/td>\n

\n

2 weeks per Year of Service<\/p>\n<\/td>\n

\n

26 weeks<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Maximum of 52 weeks for all classifications.<\/strong><\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

\n

Outplacement Assistance<\/u>. Severance Benefits include Outplacement
\nAssistance to help you in your transition. Outplacement Assistance will be
\nprovided through a third-party vendor selected by the Company. You will be given
\ninformation about the Outplacement Assistance available to you when, or shortly
\nafter, you receive Notice. Subject to the terms of the particular Outplacement
\nAssistance program available to you, Outplacement Assistance may become
\navailable to you shortly after you receive Notice. Basic Outplacement Assistance
\nis not conditioned on signing a Release Agreement, so you may begin to access
\nOutplacement Assistance before your Termination Date. However, if you do not
\ntimely sign, or if you timely revoke, a Release Agreement, your Outplacement
\nAssistance will be limited to assistance having a cost to the Company of no more
\nthan $2,000<\/u>. The Company, in its sole discretion, will determine the nature,
\nlevel, terms and conditions, and duration of the Outplacement Assistance
\navailable under the Plan, which may vary by position classification and other
\nfactors. The Company will pay the cost of Outplacement Assistance directly to
\nthe vendor, and you will not be entitled to a cash payment or any other
\nbenefit in lieu of Outplacement Assistance under any circumstances<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

\n

Subsidized COBRA Coverage<\/u>. Under the terms of the Company’s benefit
\nplans, health coverage (medical, dental, and vision) ends on your Termination
\nDate, but you will have the opportunity to elect COBRA continuation coverage for
\nyou (and, if applicable, your covered dependents) under any of the Company’s
\nhealth plans that cover you as of your Termination Date. Normally, former
\nemployees who elect COBRA coverage must pay the full cost of that coverage (that
\nis, both the employee and employer portions of the applicable cost). However, if
\nyou are entitled to Severance Benefits, and you (and, if applicable, your
\ncovered dependents)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

timely elect COBRA continuation coverage under any of those plans, then, as
\npart of your Severance Benefits, the Company will subsidize the cost of the
\nelected COBRA coverage for the number of months indicated on the chart below,
\nup to a maximum of 12 months of Subsidized COBRA Coverage<\/strong>. For
\nthe applicable number of months indicated on the chart, you will be required to
\npay only the monthly contribution amount that then applies to active employees
\nunder the plan(s) and coverage option(s) applicable to you (and\/or your
\ndependent(s)). The Company will be responsible for the remaining cost of the
\nCOBRA coverage during that period. If your COBRA coverage ends before the total
\nnumber months of Subsidized COBRA Coverage available to you, then your
\nSubsidized COBRA Coverage will end when your COBRA coverage ends. If you wish to
\ncontinue COBRA coverage longer than the total number of months of Subsidized
\nCOBRA Coverage available to you, then you will be required to pay the full
\nmonthly cost for COBRA coverage in months after the subsidy ends.
\nPlease note that your eligibility for Subsidized COBRA Coverage depends
\non your initial and continued eligibility for, and your timely election of,
\nCOBRA continuation coverage under one or more of the Company’s health plans.
\n<\/strong>You will not be entitled to a cash payment or any other benefit in
\nlieu of Subsidized COBRA Coverage under any circumstances<\/u>.<\/p>\n<\/p>\n

The number of months of Subsidized COBRA available to you is determined,
\naccording to the chart below, by your position classification (determined in the
\nsame manner as for calculating Severance Pay) and your Years of Service:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Position classification<\/strong><\/p>\n<\/td>\n

\n

Months of Subsidized COBRA Coverage per Year of Service<\/strong><\/p>\n<\/td>\n

\n

Minimum number of months of Subsidized COBRA coverage<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Exempt positions<\/p>\n

below director level<\/p>\n<\/td>\n

\n

1 month per Year of Service<\/p>\n<\/td>\n

\n

2 months<\/p>\n<\/td>\n<\/tr>\n

\n

Exempt positions director level and above<\/p>\n<\/td>\n

\n

1 month per Year of Service<\/p>\n<\/td>\n

\n

6 months<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Maximum of 12 months for all classifications<\/strong><\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

Payment of Severance Benefits<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

\n

Time and Form of Payment for Severance Pay<\/u>. Your Severance Pay will be
\npaid in one lump sum payment within 30 days after your Revocation Period ends.
\nNote that if you are not entitled by law to revoke the Release Agreement, your
\nlump sum payment will be made within 30 days after the date you sign the Release
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

\n

Reemployment by the Company<\/u>. If you are Reemployed by the Company<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

or an Affiliate within 6 months after your Termination Date, then as a
\ncondition of that Reemployment, you will be required to repay to the Company a
\nportion of your Severance Pay. The portion you will be required to repay will be
\na fraction of the total amount of Severance Pay you received. The denominator of
\nthe fraction will be 6, and the numerator will be 6 minus the number of months
\nbetween your Termination Date and your Reemployment Date. For purposes of
\ndetermining the number of months, a period of 15 days or more will be treated as
\na month, and a period of less than 15 days will be disregarded. For example, if
\nyour Termination date is June 15 and you become Reemployed by the Company
\neffective September 21 (3 months and 6 days after your Termination Date), you
\nwill be required to repay 3\/6 of the total amount of Severance Pay you received.
\n(The 6-day period after the third whole month is less than 15 days and is,
\ntherefore, disregarded). If instead you become Reemployed on September 30 (3
\nmonths and 15 days after your Termination Date), you will be required to repay
\n2\/6 of the total amount of Severance Pay you received. (The 15-day period after
\nthe third whole month counts as a month, so you would be considered Reemployed 4
\nmonths after your Termination Date.)<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

\n

Deductions From Severance Pay<\/u>. Applicable federal, state, and local
\nincome and employment taxes (and any other deductions required by applicable
\nlaw) will be withheld from your Severance Pay. In addition, the Company reserves
\nthe right to deduct any of the following from your Severance Pay to the extent
\npermitted by applicable law:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Any amount you owe the Company or an Affiliate (for example, amounts owed for
\ninsurance plan premiums, borrowed vacation days, loans, relocation obligations,
\nor unsubstantiated credit card charges and other non-reimbursable expenses).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

For U.S. expatriates, an amount equal to any payments of severance required
\nto be paid by law in any country other than the U.S. and tax equalization
\npayments due to the Company or an Affiliate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In addition, Severance Pay will be reduced for benefits payable under certain
\nother plans and arrangements as provided in Section D.10.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

\n

Correction of Errors<\/u>. The Plan Administrator reserves the right to
\ncorrect any errors that may occur in administering the Plan, including, without
\nlimitation, the right to recover any Severance Benefits paid in excess of those
\ndue to you because of a mistake, incorrect information about your entitlement to
\nSeverance Benefits, your failure to notify the Plan Administrator or COBRA
\nadministrator of an event affecting your continued eligibility for COBRA
\ncoverage, or any other reason. The Plan Administrator may recover any excess
\nSeverance Benefits by reducing or suspending future Severance Benefits,
\nrequesting direct payment from you, withholding wages or any other monies owed
\nto you (if permitted by applicable law), or by using any other appropriate legal
\nmeans.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(e)<\/p>\n<\/td>\n

\n

How Other Benefits Are Affected<\/u>. Severance Benefits are not considered\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

compensation for purposes of any qualified or nonqualified deferred
\ncompensation or retirement plan (which means, for example, that 401(k) plan
\ndeferrals cannot be taken from Severance Pay).<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

(f)<\/p>\n<\/td>\n

\n

Limitation on Severance Pay<\/u>. Notwithstanding anything to the contrary
\nin this Plan, your total Severance Pay will not exceed an amount that is twice
\nthe dollar limitation in effect under Code section 401(a)(17) for the calendar
\nyear immediately preceding the calendar year in which you separate from service
\nwith the Company and all Affiliates. For 2011, that dollar limitation was
\n$245,000, and it will be $250,000 for 2012.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

Death<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Your eligibility for Severance Benefits ends upon your death, unless your
\ndeath occurs after your Termination Date and your execution of the Release
\nAgreement but before your Severance Pay has been paid to you. In that case, your
\nSeverance Pay will be paid in a lump sum to the personal representative of your
\nestate within 30 days after the Plan Administrator’s receipt of written proof,
\nsatisfactory to the Plan Administrator, of the appointment of the personal
\nrepresentative (or, in the case of a small estate exempt from probate, receipt
\nof a small estate affidavit, in a form satisfactory to the Plan Administrator).
\nNo Other Severance Benefits will be payable after your death.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

7.<\/strong><\/p>\n<\/td>\n

\n

Reporting Obligations<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Employees who receive Severance Benefits are expected to report benefit
\ncoverage (for example, from new employment) or other events that may affect
\neligibility for Severance Benefits. The Plan Administrator may condition your
\ncontinued eligibility for Severance Benefits on your compliance with this
\nreporting obligation, including your full and prompt response to requests for
\ninformation.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

8.<\/strong><\/p>\n<\/td>\n

\n

Benefits Not Vested; Limitation of Rights<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Plan does not give any Employee a nonforfeitable or vested right to
\nSeverance Benefits. The Plan Administrator may discontinue benefits otherwise
\npayable to you if you do not abide by the conditions specified in the Plan or
\nthe Release Agreement. Neither the establishment of the Plan, nor any amendment
\nof it, will be construed as giving any Employee or other person any legal or
\nequitable right against the Company, and this Plan does not modify or in any way
\naffect the terms of employment or service of any Employee. Nothing contained in
\nthe Plan, nor any action taken under it, will be construed as a contract of
\nemployment or as giving any Employee any right to continued employment with the
\nCompany.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

9.<\/strong><\/p>\n<\/td>\n

\n

Expatriate Employees<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan applies to Exempt Employees on expatriate assignments. If, while
\nyou are on an expatriate assignment, the Company notifies you in writing that,
\nfollowing your expatriate assignment, you will not be offered a job with the
\nCompany or an Affiliate in the United States that results in no more than a 10%
\nreduction in pay, that notification will be treated as Notice for purposes of
\nthis Plan, unless the reason for the Company’s decision not to offer you a job
\nin the United States is a reason that would disqualify you from eligibility for
\nSeverance Benefits under this Plan.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

10.<\/strong><\/p>\n<\/td>\n

\n

Coordination With Other Plans and Arrangements<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If you have a change in control agreement, employment agreement, or any
\nsimilar arrangement with the Company or an Affiliate, any Severance Benefits
\npayable to you under this Plan will be reduced by the amount of payments or
\nbenefits that you are or will be entitled to receive<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

under that agreement or arrangement in connection with the termination of
\nyour employment, regardless of whether that other agreement or arrangement
\nexpressly refers to this Plan. Similarly, any Severance Pay payable to you under
\nthis Plan will be reduced by the amount of any payments that you are or will
\nbecome entitled to receive under any Company or Affiliate plan designed as full
\nor partial income replacement, including, but not limited to, payments under the
\nBoston Scientific Corporation Executive Retirement Plan or under any of the
\nCompany’s or Affiliates’ short-term disability, long-term disability, or
\nworkers’ compensation plans or coverages. Also, you will not be entitled to
\nOther Severance Benefits in connection with a Layoff if you are also entitled to
\nbenefits under the Boston Scientific Corporation Executive Retirement Plan. In
\naddition, any Severance Benefits payable to you under this Plan will be reduced
\nby any and all other benefits or payments prescribed under any applicable law or
\nregulation requiring severance benefits or payments. Any reduction under this
\nSection D.10. will be effective on the day after your Termination Date.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

11.<\/strong><\/p>\n<\/td>\n

\n

No Assignment of Benefits<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

You may not, in any manner, sell, pledge, transfer, assign, encumber, or
\notherwise dispose of any of your Severance Benefits before they are paid to you.
\nAny attempt to do so will be void.<\/p>\n<\/p>\n

E. Layoff Notification<\/u><\/strong><\/p>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

WARN Notice<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

When a Layoff results in a facility closing or relocation, or a significant
\nreduction in staffing levels over a 30-day period of time through involuntary
\ntermination, and the Layoff requires advance notice under WARN, affected Exempt
\nEmployees will receive at least 60 days’ Notice. The Company will determine
\nwhether a Layoff requires advance notice under WARN and, if so, the appropriate
\nnotification period.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

Notice in Other Circumstances; Pay in Lieu of Notice<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the Company determines that a Layoff will not require advance notice under
\nWARN, the Company will generally provide affected Exempt Employees with at least
\n30 days’ advance Notice. If for any reason the Company does not provide you with
\nat least 30 days’ Notice, your Severance Pay will be increased by the Pay that
\notherwise would have been due to you for the period from your Termination Date
\nto the end of the 30-day period that begins on the date Notice is given.
\nNotwithstanding the preceding sentence, the Company will not be obligated to
\nprovide 30 days’ advance Notice or additional Severance Pay in the event of a
\nLayoff due to a Transaction.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

Employee Rights and Obligations During Notice Period<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

At the time the Company provides you Notice, or at any later time, the
\nCompany may notify you that you are no longer required to report for active
\nwork. In that event, the Company reserves the right to change that determination
\nand require you to report to active work during the Notice period. Even if you
\nare not required to report to active work during your Notice period, the Company
\nwill continue to pay you your Base Salary, and will continue your benefits to
\nthe extent permitted by, and in accordance with, the applicable governing plan
\ndocuments, until the end of the Notice period. As a condition of continued
\nemployment and continued eligibility for Severance Benefits, you may not be
\nemployed by another employer during the Notice period, except to the extent that
\nthe Company approved the other employment in writing before giving you Notice.
\nBase salary continued during the Notice period (maximum of 60 days from the date
\nof the Notice) will be paid in accordance with the Company’s then current
\npayroll cycle.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

Effect of Layoff on Annual Performance Incentive Plan
\nPayment<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Generally, Employees are not entitled to a bonus payment under the Company153s\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Annual PIP for a calendar year if they terminate employment with the Company
\nand Affiliates before the payment date for that bonus (which occurs by March
\n15th<\/sup> of the following year). If you terminate employment due to a
\nLayoff during a calendar year, you are not<\/u> entitled to any bonus under
\nthe Annual PIP for that calendar year, except<\/u> that if your Termination
\nDate occurs on or after October 1 of a calendar year and you were employed in a
\nPIP Eligible Position for at least 9 months in the calendar year, you will be
\nentitled to a prorated bonus for that calendar year. The prorated bonus will be
\ncalculated by multiplying the amount of the bonus you would have received for
\nthe calendar year had you remained employed by the Company until the bonus
\npayment date (or, if less, the target bonus) times a fraction, the denominator
\nof which is the number of days in the calendar year, and the numerator of which
\nis the number of days in which you were an Employee in a PIP Eligible Position
\nduring the calendar year. The prorated bonus will be paid to you on the same day
\nthat bonuses for the calendar year are paid under the Annual PIP to active
\nEmployees.<\/p>\n<\/p>\n

F. Plan Administration<\/u><\/strong><\/p>\n

\n

The Plan Administrator administers the Plan and is a named fiduciary of the
\nPlan under ERISA. The Plan Administrator has the discretionary authority to
\nconstrue and interpret all Plan provisions and to decide all issues arising
\nunder the Plan, including issues of eligibility, coverage, and benefits. Any
\ndetermination by the Plan Administrator will be final and binding, in the
\nabsence of clear and convincing evidence that the Plan Administrator acted
\narbitrarily and capriciously. The Plan Administrator’s failure to enforce any
\nprovision of this Plan does not affect its right later to enforce that provision
\nor any other Plan provision. In addition, the Plan Administrator has the
\nauthority, at its discretion, to delegate its responsibilities under the Plan to
\nothers.<\/p>\n<\/p>\n

G. Claim and Appeal Procedures<\/u><\/strong><\/p>\n

\n

If you (or your beneficiary) believe that you are entitled to a benefit that
\nhas not been provided or to a greater or different benefit than has been
\nprovided, or if you disagree with any other action taken by the Plan
\nAdministrator, you (or your beneficiary) may file a claim by writing to the Plan
\nAdministrator. The Plan Administrator will notify you of its decision on your
\nclaim within 90 days after you file it. If special circumstances require
\nextension of the 90-day period, the Plan Administrator may extend the period for
\nup to an additional 90 days by notifying you, in writing, of the extension, the
\nreason for it, and the date by which the Plan Administrator expects to render a
\ndecision. If your claim is denied, in whole or in part, the Plan Administrator
\nwill notify you in writing, and the notice will include the following:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

the specific reason(s) for denying the claim,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

specific reference to the Plan provision(s) on which the denial is based,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

a description of any additional material or information that you may need to
\nprovide with respect to the claim, with an explanation of why the material or
\ninformation is necessary, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

an explanation of your right to appeal the claim denial under the Plan’s
\nreview procedures and your right to bring a civil court action following any
\nfurther denial of your claim on review.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If your claim is denied, in whole or in part, you may appeal to the Plan
\nAdministrator for a review of the denial. For these purposes, you may consider
\nyour claim to have been denied if the Plan Administrator does not respond to
\nyour claim within 90 days after receiving it. The following rules apply to your
\nright of appeal:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

You or your duly authorized representative must file a written request for
\nreview with the Plan Administrator within 60 days after you receive the Plan
\nAdministrator’s written denial of your claim or within 150 days after the Plan
\nAdministrator received the request if you have not received a written response.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Your written request must be signed by you or your authorized representative.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Upon reasonable request and free of charge, you may review, or obtain copies
\nof, records, documents, and other information in the Plan Administrator’s
\npossession relevant to your claim.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

You may also submit issues, arguments, and other comments in writing to the
\nPlan Administrator, along with any documentary evidence in support of your
\nclaim.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

You may have representation throughout the appeal procedure.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In its review of your claim, the Plan Administrator will take into account
\nall comments, documents, records and other information you submit, regardless of
\nwhether the information was submitted or considered in the initial claim
\ndecision. The Plan Administrator will give you its decision, in writing, within
\n60 days after it receives your written request for review. If special
\ncircumstances require extension of the 60-day period, the Plan Administrator may
\nextend the period for an additional 60 days by notifying you, in writing, of the
\nextension, the reason for it, and the date by which you can expect a decision.\n<\/p>\n<\/p>\n

If the Plan Administrator again denies your claim, in whole or in part, it
\nwill notify you, in writing, and the notice will include the following:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

the specific reason(s) for the denial,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

specific references to the Plan provision(s) on which the denial is based,\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

a description of your right to receive, upon request and free of charge,
\nreasonable access to, and copies of, all documents, records, and other
\ninformation in the Plan Administrator’s possession relevant to your claim, and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

an explanation of your right to bring a civil court action under Section
\n502(a) of ERISA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

H. Amendment and Termination of the
\nPlan<\/u><\/strong><\/p>\n

\n

Boston Scientific Corporation, as Plan sponsor, reserves the right to
\nterminate or amend the Plan, in whole or in part, at any time in its sole
\ndiscretion, by action of its duly authorized officer.<\/p>\n<\/p>\n

I. Section 409A<\/u><\/strong><\/p>\n

\n

Code section 409A is a federal tax law governing deferred compensation. To
\nthe fullest extent possible, Severance Benefits payable under the Plan are
\nintended to be exempt from Code section 409A’s definition of “deferred
\ncompensation” under one or more exemptions available under the final Treasury
\nregulations interpreting Code section 409A. To the extent that any such amount
\nor benefit becomes subject to Code section 409A, the Plan is intended to comply
\nwith the applicable requirements of Code section 409A with respect to those
\namounts or benefits, so as to avoid the imposition of taxes and penalties. The
\nPlan will be interpreted and administered, to the extent possible, consistent
\nwith this statement of intent.<\/p>\n<\/p>\n

Under Code section 409A, special payment standards apply to Specified
\nEmployees of publicly traded companies. Notwithstanding anything to the contrary
\nin this Plan, in the event that any portion of the Severance Benefits due to an
\nEmployee constitutes deferred compensation subject to Code section 409A, and the
\nEmployee is a Specified Employee as of his or her Termination Date, then payment
\nof that portion of the Severance Benefits will be delayed until the first
\nbusiness day following the date that is six (6) calendar months after the
\nEmployee’s Termination Date (or, if earlier, the date of the Employee’s death
\nfollowing his or her termination of employment).<\/p>\n<\/p>\n

J. Governing Law<\/u><\/strong><\/p>\n

\n

The Plan will be governed by, and construed in accordance with, the laws of
\nthe<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Commonwealth of Massachusetts, to the extent not preempted by ERISA or other
\nfederal law.<\/p>\n<\/p>\n

K. Glossary<\/u><\/strong><\/p>\n

\n

When used in this document, the following words and terms have the following
\nmeanings, unless the context clearly indicates a different meaning.<\/p>\n<\/p>\n

ADEA<\/u> means the federal Age Discrimination in Employment Act, as
\namended.<\/p>\n<\/p>\n

Affiliate<\/u> means any corporation, trust, partnership, or any other
\nentity that is considered to be a single employer with the Company under Code
\nsections 414(b), (c), (m), or (o), such as a wholly-owned (or at least
\n80%-owned) subsidiary of Boston Scientific Corporation.<\/p>\n<\/p>\n

Annual PIP<\/u> means, for any calendar year, the applicable Boston
\nScientific Corporation Annual Performance Incentive Plan.<\/p>\n<\/p>\n

Authorized Leave of Absence<\/u> means a leave of absence granted by the
\nCompany in accordance with its established personnel policies.<\/p>\n<\/p>\n

Base Salary<\/u> means your regular established rate of pay, not including
\novertime, shift differential, bonuses (such as the Annual PIP award),
\nincentives, commissions, or any element of compensation other than base salary
\nor base wages. Your weekly Base Salary is your annual Base Salary divided by 52.\n<\/p>\n<\/p>\n

Board<\/u> means the board of directors of Boston Scientific Corporation.\n<\/p>\n<\/p>\n

COBRA<\/u> means the continuation coverage requirements of the Consolidated
\nOmnibus Budget Reconciliation Act of 1985, as amended.<\/p>\n<\/p>\n

Code<\/u> means the Internal Revenue Code of 1986, as amended, and its
\ninterpretive regulations.<\/p>\n<\/p>\n

Company<\/u> means Boston Scientific Corporation and those of its domestic
\nparticipating Affiliated identified on the attached Schedule A, as it may be
\namended and updated from time to time.<\/p>\n<\/p>\n

Effective Date<\/u> means January 1, 2012.<\/p>\n<\/p>\n

Employee<\/u> means an individual who is employed by the Company on its
\nUnited States payroll (not including any payroll in Puerto Rico) and is
\nclassified by the Company as a common law employee who receives regular and
\nstated compensation (other than a retainer or a pension) initially reported on a
\nfederal wage and tax statement (Form W-2). An Employee does
\nnot<\/u><\/strong> include any worker who is classified by the Company
\nas an independent contractor or leased worker (employed and paid by an
\nunaffiliated third-party agency), even if the worker is later deemed by a court,
\narbitrator, or governmental agency to be a common law employee of the Company or
\nan Affiliate.<\/p>\n<\/p>\n

ERISA<\/u> means the Employee Retirement Income Security Act of 1974, as
\namended, and its interpretive rules and regulations.<\/p>\n<\/p>\n

Exempt Employee<\/u> means an Employee who performs a job that the Company
\nhas determined to be exempt from the minimum wage and overtime requirements of
\nthe Fair Labor Standards Act of 1938, as amended (FLSA).<\/p>\n<\/p>\n

Field Employee<\/u> means an Employee who participates in a field incentive
\ncommission plan, typically in lieu of the Annual PIP (e.g., receives territory,
\nregional, area, or national commissions).<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Human Resources Department<\/u> means the human resources department of
\nBoston Scientific Corporation.<\/p>\n<\/p>\n

Layoff<\/u> is defined in Section D.2.<\/p>\n<\/p>\n

Notice<\/u> is a written notification that your employment with the Company
\nwill be involuntarily terminated due to a Layoff. Except as provided in Section
\nD.9 (regarding expatriate Employees), a notification of termination of
\nemployment is not Notice unless it is in writing and specifies (1) a projected
\nTermination Date, or (2) a time period within which your Termination Date is
\nanticipated to occur.<\/p>\n<\/p>\n

Other Severance Benefits <\/u>means Outplacement Assistance and Subsidized
\nCOBRA Coverage.<\/p>\n<\/p>\n

Outplacement Assistance<\/u> is defined and described in paragraph (b) of
\nSection D.4.<\/p>\n<\/p>\n

Pay<\/u> means, if you are not a Field Employee, your weekly Base Salary at
\nthe rate in effect on your Termination Date. If you are a Field Employee, Pay
\nmeans the sum of (1) your weekly Base Salary at the rate in effect on your
\nTermination Date, plus (2) your weekly commissions. For this purpose, your
\nweekly commissions will be determined by multiplying 12 times the average
\nmonthly commissions actually paid to you during the 12 months (or, if less, your
\nmost recent period of employment as a Field Employee) immediately preceding the
\ndate of your Notice, and then dividing that product by 52.<\/p>\n<\/p>\n

PIP Eligible Position<\/u> means a position eligible for participation in
\nthe Annual PIP.<\/p>\n<\/p>\n

Plan<\/u> means the Boston Scientific Corporation U.S. Severance Plan For
\nExempt Employees, effective as of January 1, 2012, as set forth in this document
\nand as amended from time to time.<\/p>\n<\/p>\n

Plan Administrator<\/u> means Boston Scientific Corporation or the person
\nor committee appointed by the Board or its designee to supervise the
\nadministration of the Plan.<\/p>\n<\/p>\n

Reemployment or Reemployed<\/u> means that, after your Termination Date,
\nyou are rehired by the Company or an Affiliate as a Regular Employee or as a
\ndefined-term employee or you are otherwise engaged by the Company or an
\nAffiliate as an independent contractor or an assigned worker.<\/p>\n<\/p>\n

Regular Employee<\/u> means an Employee who is classified by the Company as
\na regular full-time or regular part-time Employee and who is
\nnot<\/u><\/strong> any of the following:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

classified by the Company as an intern, summer student, co-op employee, or
\nsimilar short-term employee; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

classified by the Company as a consultant, temporary or defined-term employee
\n(such as temporary fellowship program employees), or similar category of
\nlimited-term employment, regardless of their work schedule or number of hours
\nworked.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If you would be a Regular Employee but for your being on an Authorized Leave
\nof Absence, then for purposes of the Plan you will continue to be a Regular
\nEmployee during your Authorized Leave of Absence.<\/p>\n<\/p>\n

Regular Exempt Employee<\/u> means a Regular Employee who is an Exempt
\nEmployee.<\/p>\n<\/p>\n

Release Agreement<\/u> is defined in Section D.3. Your Release Agreement is
\npart of,<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

and subject to the terms and conditions of, the Plan.<\/p>\n<\/p>\n

Reorganization<\/u> means any form of corporate reorganization.<\/p>\n<\/p>\n

Revocation Period<\/u> means the period of time, if any, during which you
\nmay revoke the Release Agreement. If you are covered by the ADEA (or a similar
\nstate law), the Revocation Period will be specified in the Release Agreement and
\nwill be 7 days (or such longer period as may be required by applicable state
\nlaw) from the date you sign the Release Agreement. You do not have a Revocation
\nPeriod if you are not covered by the ADEA (for example, because you are under
\nage 40) or a similar state law that provides you a revocation right.<\/p>\n<\/p>\n

Severance Benefits<\/u> are defined and described in Section D.4.<\/p>\n<\/p>\n

Severance Pay<\/u> is defined and described in paragraph (a) of Section
\nD.4.<\/p>\n<\/p>\n

Similar Position<\/u> is defined in Section D.2.<\/p>\n<\/p>\n

Specified Employee<\/u> has the meaning given in Code Section
\n409A(a)(2)(b)(i). (It basically means as one of the 50 highest paid officers of
\nthe Company.) The determination of which individuals are Specified Employees
\nwill be made in accordance with the rules and practices, consistent with Code
\nSection 409A, established from time to time by the Board, or its designee, in
\nits discretion.<\/p>\n<\/p>\n

Subsidized COBRA Coverage<\/u> is defined and described in paragraph (c) of
\nSection D.4.<\/p>\n<\/p>\n

Target Total Cash Compensation<\/u> means, with respect to a Field
\nEmployee, Base Salary and target field commission plan.<\/p>\n<\/p>\n

Termination Date<\/u> means the date the employer-employee relationship
\nends between you and the Company and all Affiliates.<\/p>\n<\/p>\n

Transaction<\/u> means a sale or merger of all or a significant part of the
\nCompany’s business or assets or an acquisition of the Company.<\/p>\n<\/p>\n

WARN<\/u> means the federal Worker Adjustment and Retraining Notification
\nAct, as amended.<\/p>\n<\/p>\n

Year of Service<\/u> means each complete 12145consecutive145month period,
\nbeginning on the date you were most recently hired by the Company, during which
\nyou were continuously a Regular Employee of the Company or an Affiliate. In
\naddition, for a partial year of service after the first full year, you will be
\ncredited with either (1) a Year of Service, if you have completed 6 or more full
\nmonths of service between your most recent service anniversary and your
\nTermination Date, or (2) 50% of a Year of Service if you have completed fewer
\nthan 6 full months of service between your most recent service anniversary and
\nyour Termination Date. If you most recently became an Employee through the
\nCompany153s acquisition of another entity, your Years of Service will be
\ncalculated from your date of hire by the acquired entity (as reflected in the
\nacquired entity153s records).<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

The Boston Scientific Corporation U.S. Severance Plan For Exempt Employees,
\neffective as of January 1, 2012, is executed by the authorized representative of
\nthe Company on this __________ day of _______________, 2011.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

BOSTON SCIENTIFIC CORPORATION<\/p>\n

By: <\/u><\/p>\n<\/p>\n

Otha T. Spriggs III
\nSenior Vice President, Human Resources<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

SCHEDULE A<\/strong><\/p>\n

Boston Scientific Corporation Domestic Participating
\nEntities<\/strong><\/p>\n

Effective as of January 1, 2012<\/strong><\/p>\n<\/p>\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Company<\/u><\/strong><\/p>\n<\/td>\n

\n

Domestic Jurisdiction<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Asthmatx, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Atritech, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Boston Scientific Foundation, Inc.<\/p>\n<\/td>\n

\n

Massachusetts<\/p>\n<\/td>\n<\/tr>\n

\n

Boston Scientific Funding LLC<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Boston Scientific Miami Corporation<\/p>\n<\/td>\n

\n

Florida<\/p>\n<\/td>\n<\/tr>\n

\n

Boston Scientific Neuromodulation Corporation<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Boston Scientific Scimed, Inc.<\/p>\n<\/td>\n

\n

Minnesota<\/p>\n<\/td>\n<\/tr>\n

\n

Boston Scientific Wayne Corporation<\/p>\n<\/td>\n

\n

New Jersey<\/p>\n<\/td>\n<\/tr>\n

\n

CAM Acquisition Corp.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Cardiac Pacemakers, Inc.<\/p>\n<\/td>\n

\n

Minnesota<\/p>\n<\/td>\n<\/tr>\n

\n

Corvita Corporation<\/p>\n<\/td>\n

\n

Florida<\/p>\n<\/td>\n<\/tr>\n

\n

CryoCor, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

DCI Merger Corp.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

EndoVascular Technologies, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

ENTERIC MEDICAL TECHNOLOGIES, INC.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

EP Technologies, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

GCI Acquisition Corp.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Guidant Delaware Holding Corporation<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Guidant Holdings, Inc.<\/p>\n<\/td>\n

\n

Indiana<\/p>\n<\/td>\n<\/tr>\n

\n

Guidant Intercontinental Corporation<\/p>\n<\/td>\n

\n

Indiana<\/p>\n<\/td>\n<\/tr>\n

\n

Guidant LLC<\/p>\n<\/td>\n

\n

Indiana<\/p>\n<\/td>\n<\/tr>\n

\n

Guidant Sales LLC<\/p>\n<\/td>\n

\n

Indiana<\/p>\n<\/td>\n<\/tr>\n

\n

Intelect Medical, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Precision Vascular Systems, Inc.<\/p>\n<\/td>\n

\n

Utah<\/p>\n<\/td>\n<\/tr>\n

\n

Remon Medical Technologies, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Revascular Therapeutics, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

RMI Acquisition Corp.<\/p>\n<\/td>\n

\n

California<\/p>\n<\/td>\n<\/tr>\n

\n

Sadra Medical, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Stream Enterprises LLC<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Target Therapeutics, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

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