WWW.EXFILE.COM, INC. -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.1 TO FORM 8-K


     

    EXHIBIT
      10.1



    BOSTON
      SCIENTIFIC CORPORATION SEVERANCE PAY

    AND
      LAYOFF NOTIFICATION PLAN

    AS
      AMENDED AND RESTATED

    Effective
      as of November 1, 2007

    (Plan
      No.  506)

     

    


    
      	
              I.  

            	
              PURPOSE

            


    

     

    This
      Plan
      document amends, restates and continues the Boston Scientific Corporation
      Severance Pay and Layoff Notification Plan (the “Plan”) and is effective as of
      November 1, 2007.  The purpose of the Plan is to provide notice
      and an opportunity to receive severance benefits to eligible United States
      employees of the Company who lose their positions with the Company involuntarily
      under the circumstances described below.

     

    The
      Plan
      is also designed to meet the requirements of the federal Worker Adjustment
      and
      Retraining Notification Act (“WARN”) for those employees who are entitled to
      notice under WARN.

     

    The
      Company pays the entire cost of this Plan and all eligible employees are covered
      automatically.

     

    
      	
              II.  

            	
              DEFINITIONS

            


    

     

    For
      purposes of this Plan, in addition to the terms defined within it, the following
      terms shall have the meaning indicated:

     

    “Affiliate”
      means any corporation, trust, partnership or other entity that would be
      considered as a single employer with the Company under Sections 414(b), (c),
      (m)
      or (o) of the Code, such as a subsidiary of the Company.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

     

    “Company”
      means Boston Scientific Corporation and those of its domestic participating
      entities identified on the attached Schedule A.

     

    “Other
      Severance Benefits” means those health and welfare benefits in which
      participation may be continued by the Employee under Section VIII of the
      Plan.

     

    “Plan
      Administrator” means the Company or such other person or committee as may be
      appointed from time to time by the Company to supervise the administration
      of
      the Plan.

     

    “Release
      Agreement” means an agreement in a form proposed by the Company under which an
      Employee releases legal claims against the Company and related persons and
      entities.  The Release Agreement may include other terms as
      well.

     

    “Reorganization”
      means any form of corporate reorganization.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Severance
      Pay Period” means the period of time following an Employee’s termination of
      employment date with respect to which an Employee is scheduled to receive
      Severance Pay installments under the Plan.  In the event that an
      alternate method of Severance Pay payment is used by the Company in accordance
      with Section VI of the Plan for any Employee, the Severance Pay Period will
      be
      calculated as if the Employee received Severance Pay installments.

     

    “Severance
      Benefits” means any combination of Severance Pay and Other Severance
      Benefits.

     

    “Severance
      Pay” means the cash compensation payable to the Employee under Section IV of the
      Plan.

     

    “Transaction”
      means a sale or merger of all or part of the Company’s business or assets or an
      acquisition of the Company.

     

    
      	
              III.  

            	
              ELIGIBILITY
                FOR SEVERANCE PAY

            


    

     

    
      	
              A.  

            	
              Eligibility
                to Participate

            


    

     

    An
      individual who is employed by the Company on its United States payroll will
      be
      eligible to participate in the Plan if he or she is classified as a regular
      full-time or a regular part-time employee (“Employee”).

     

    Individuals
      classified by the Company as direct hire short-term employees such as interns,
      summer students or co-op employees (or similar short-term categories);
      defined-term employees such as technical fellowship program employees (or
      similar defined-term categories); assigned workers provided by third-party
      agencies; or individuals classified by the Company as independent contractors
      are not regular employees and therefore are not “Employees” for purposes of this
      Plan and are not eligible to participate in this Plan regardless of their work
      schedule or number of hours worked.

     

    
      	
              B.  

            	
              Initial
                Eligibility for Severance Benefits – Notice of
                Layoff

            


    

     

    Employees
      will be initially eligible for benefits under this Plan if they are notified
      that their employment will be involuntarily terminated; and

     

    (a)           the
      expected termination of employment is due to an anticipated facility relocation
      or closing or a reduction of staffing levels and the Employee has not refused
      or
      otherwise failed to accept a similar position with the Company that remains
      available at the time of notice; or

     

    (b)           the
      expected termination of employment is the result of an anticipated Transaction
      or Reorganization and the Employee is not provided an opportunity to be employed
      in a similar position with the acquiring or resulting entity.

     

    For
      purposes of (a) and (b) above, a new position will be considered a similar
      position by the Company if the new position results in no more than a ten
      percent reduction in base 

     

    
      
        
        

      

      
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    pay
      and
      is located within thirty-five miles of the Employee’s place of work as of the
      date of the offer.

     

    For
      purposes of the Plan, a termination of employment pursuant to (a) or (b) is
      considered to be a “layoff.”  Regardless of whether notice of layoff
      is received, an Employee will not be considered to have been laid off if
      employment terminates for a reason other than a layoff.  Severance
      Benefits are not available under this Plan in the event of voluntary
      resignation, job abandonment, failure to return from an approved leave of
      absence, retirement, or if termination from employment is initiated by the
      Employee on any similar basis.  For these purposes, an Employee is
      considered to have voluntarily resigned if the Employee has received notice
      of
      layoff but leaves employment before the final date of layoff of the Employee
      that is established by the Company, unless the Employee has received approval
      to
      accelerate the date of termination pursuant to Section VII.D of this
      Plan.  In addition, Severance Benefits are not available under this
      Plan in cases of termination from employment for misconduct, a
      performance-related problem or otherwise for cause, which will be determined
      solely at the Company’s discretion.

     

    An
      Employee’s termination of employment date is the date on which the
      employer-employee relationship with the Company ends.  The Severance
      Pay Period begins on the day after the termination of employment date and is
      determined in accordance with Section IV of the Plan.

     

    
      	
              C.  

            	
              Continued
                Eligibility

            


    

     

    After
      notice of layoff, an Employee’s right to receive Severance Benefits is
      contingent on continued eligibility for Severance Benefits.  If an
      Employee who is initially eligible for Severance Benefits becomes ineligible
      for
      Severance Benefits, the Employee shall not be entitled to any Severance Benefits
      that have not yet become due to be paid or otherwise provided as of the date
      of
      ineligibility.  For example, if an Employee who has received notice of
      layoff ceases employment for a reason other than a layoff without the approval
      of the Company pursuant to Section VII.D, the Employee shall not be entitled
      to
      any Severance Benefits that have not been provided as of the date of termination
      of employment.

     

    The
      following are other circumstances that may affect continued eligibility for
      Severance Benefits.

     

    
      	
              1.  

            	
              Release
                Agreement

            


    

     

    To
      remain
      eligible for benefits under this Plan, an Employee must sign and return a
      Release Agreement within the time period specified in the Release
      Agreement.  In addition, if the Release Agreement includes a right for
      the Employee to revoke the Release Agreement, the Employee must not exercise
      that right.  The Company shall offer a Release Agreement to an
      Employee upon or after notice of layoff.  To the extent, if any, that
      any Severance Benefits become due to be paid or provided during the period
      before the Release Agreement is due to be signed and returned (the “Release
      Consideration Period”), those Severance Benefits shall be paid or provided
      during the Release Consideration Period.  However, if the Release
      Agreement is not signed and returned within the Release Consideration Period,
      the Employee’s eligibility for Severance 

     

    
      
        
        

      

      
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    Benefits
      shall immediately cease upon expiration of the Release Consideration
      Period.  Similarly, if an Employee exercises a right to revoke a
      Release Agreement, eligibility for Severance Benefits shall cease upon the
      revocation of the Release Agreement.

     

    
      	
              2.  

            	
              Reemployment
                by the Company

            


    

     

    If
      an
      Employee is reemployed by the Company as a regular full-time or a regular
      part-time employee or a defined-term employee or is otherwise engaged by the
      Company as an independent contractor or an assigned worker after notice of
      layoff, eligibility for Severance Benefits shall cease upon such reemployment
      or
      engagement.  The Employee’s right to benefits shall depend on the
      Employee’s rights based upon the Employee’s entitlement as a returning employee
      (if applicable).

     

    
      	
              3.  

            	
              Offer
                of a Similar Position

            


    

     

    As
      stated
      above, an Employee will be ineligible for Severance Benefits if he or she has
      not accepted a similar position that remains available at the time of notice
      of
      layoff or if, in the case of a Transaction or a Reorganization, the Employee
      has
      an opportunity to be employed in a similar position by the acquiring or
      resulting entity.  In addition, if the Company or an acquiring or
      resulting entity following a Transaction or a Reorganization offers a similar
      position to an Employee after the Company provides a notice of layoff but before
      the Company proposes a Release Agreement to the Employee, the offer of a similar
      position will render the Employee ineligible for Severance
      Benefits.  Once the Company offers a Release Agreement in connection
      with a layoff, the offer of a similar position will not affect the Employee’s
      eligibility for Severance Benefits in connection with the layoff, unless the
      Employee accepts reemployment, as provided under Section III.C.2
      above.

     

    
      	
              4.  

            	
              Violation
                of Contractual Obligations

            


    

     

    An
      Employee who violates any contractual obligations to the Company, including
      without limitation a restriction on post-employment activities, shall be
      ineligible for continued Severance Benefits.

     

    
      	
              5.  

            	
              Death

            


    

     

    If
      an
      Employee dies, then the deceased Employee’s eligibility for Severance Benefits
      shall cease.

     

    
      	
              D.  

            	
              Expatriate
                Employees

            


    

     

    This
      Plan
      also applies to Employees on expatriate assignments.  Specifically, if
      an Employee on an expatriate assignment is notified in writing that he or she
      will not be offered a job in the United States to follow the expatriate
      assignment that results in no more than a ten percent reduction in pay, that
      notification will be treated as a written notice of layoff for purposes of
      this
      Plan, unless the reason for the Company’s determination not to offer the
      Employee a job in the United States is a reason that would disqualify the
      Employee from eligibility for Severance Benefits under this Plan.

     

    
      
        
        

      

      
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              IV.  

            	
              SCHEDULE
                OF SEVERANCE PAY

            


    

     

    The
      amount of the Severance Pay payable under the Plan to an Employee will depend
      on
      whether his or her position is classified as “exempt” or “nonexempt” as
      determined by the Company under the Fair Labor Standards Act of 1938 (“FLSA”),
      as amended.  Any Severance Pay under the Plan will continue even if an
      Employee recommences employment while receiving Severance Pay, provided that
      the
      Employee’s new employer is neither the Company nor an Affiliate, nor an
      acquiring or resulting entity following a Transaction or a
      Reorganization.

     

    Severance
      Pay will be based on the Employee’s base salary at the time the Employee is
      terminated from employment.  For exempt and nonexempt Employees, base
      salary is defined as the regular rate of pay excluding overtime, shift
      differential and the annual Performance Incentive Plan award.  For
      regular part-time Employees, Severance Pay will be calculated based on the
      average number of hours worked by the Employee for up to (but not exceeding)
      a
      period of twelve months immediately preceding the Employee’s termination of
      employment date.  For field sales Employees, Severance Pay is defined
      as the sum of 1) base salary and 2) the average of the monthly commissions
      actually paid for up to (but not exceeding) a period of twelve months
      immediately preceding the Employee’s notification of termination of employment
      date.  Notwithstanding anything to the contrary in this Plan, an
      Employee’s total Severance Pay will not exceed an amount that is twice the
      dollar limitation in effect under section 401(a)(17) of the Code for the
      calendar year preceding the calendar year in which occurs the Employee’s
      separation from service.  In 2007, the dollar limitation in effect
      under section 401(a)(17) of the Code was $225,000.

     

    In
      the
      event that an Employee has a change of control agreement, employment agreement,
      or any similar arrangement with the Company or an Affiliate, any Severance
      Benefits payable to such Employee under this Plan will be offset (reduced)
      by
      the amount of any payments or benefits that the Employee is or will become
      entitled to receive under any such change of control agreement or similar
      arrangement, whether or not such other agreement or arrangement makes explicit
      reference to this Plan.  Likewise, any Severance Benefits payable to
      an Employee under this Plan will be offset (reduced) by the amount of any
      payments that the Employee is or will become entitled to receive under any
      Company or Affiliate plan designed as full or partial income replacement,
      including but not limited to, payments under the Boston Scientific Corporation
      Executive Retirement Plan or under any of the Company’s or Affiliate’s
      short-term disability, long-term disability or workers’ compensation plans or
      coverages.  Furthermore, any Severance Benefits payable to an Employee
      under this Plan shall be reduced by any and all other benefits or payments
      prescribed under any applicable law or regulation requiring severance benefits
      or payments.  Any offset (reduction) under this Section
      IV will be effective on the day after the Employee’s termination
      of employment date as defined in Section III of the Plan.

     

    
      	
              A.  

            	
              Nonexempt
                Regular Full-Time and Regular Part-Time
                Employees

            


    

     

    Nonexempt
      Employees under the FLSA will be eligible to receive two weeks’ Severance Pay
      for each full year of continuous service (calculated as of the Employee’s
      employment 

     

    
      
        
        

      

      
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    date)
      with the Company.  The minimum Severance Pay provided to any nonexempt
      Employee will be four weeks and the maximum Severance Pay will be fifty-two
      weeks, depending on an Employee’s length of service.  For partial
      years of service after the first full year, an Employee will be credited with
      either (a) a full year of service if the Employee has six or more full months
      of
      service at the time of termination of employment; or (b) fifty percent of a
      full
      year of service if the Employee has less than six full months of service at
      the
      time of termination of employment.

     

    
      	
              B.  

            	
              Exempt
                - Manager Level and
                Below

            


    

     

    Individual
      contributors who are exempt Employees or supervisor or manager level exempt
      Employees will be eligible for one month’s Severance Pay for each full year of
      continuous service (calculated as of the Employee’s employment date) with the
      Company.  The minimum Severance Pay provided to such exempt Employees
      will be two months and the maximum Severance Pay will be twelve months,
      depending on an Employee’s length of service.  For partial years of
      service after the first full year, an Employee will be credited with either
      (a)
      a full year of service if the Employee has six or more full months of service
      at
      the time of termination of employment; or (b) fifty percent of a full year
      of
      service if the Employee has less than six full months of service at the time
      of
      termination of employment.

     

    
      	
              C.  

            	
              Exempt
                - Director Level and
                Above

            


    

     

    Director
      level and above exempt Employees will be eligible for one month’s Severance Pay
      for each full year of continuous service (calculated as of the Employee’s
      employment date) with the Company.  The minimum Severance Pay provided
      to director level and above exempt Employees will be six months and the maximum
      Severance Pay will be twelve months, depending on an Employee’s length of
      service.  For partial years of service after the first full year, an
      Employee will be credited with either (a) a full year of service if the Employee
      has six or more full months of service at the time of termination of employment;
      or (b) fifty percent of a full year of service if the Employee has less than
      six
      full months of service at the time of termination of employment.

     

    
      	
              V.  

            	
              ADMINISTRATION
                OF THE PLAN

            


    

     

    The
      Plan
      Administrator will be a “named fiduciary” for purposes of Section 402(a)(1) of
      the Employee Retirement Income Security Act of 1974 (“ERISA”) with authority to
      control and manage the operation and administration of the Plan, and will be
      responsible for complying with all of the reporting and disclosure requirements
      of Part 1 of Subtitle B of Title I of ERISA.  The administration of
      the Plan shall be under the supervision of the Plan Administrator.  To
      the fullest extent permitted by law, the Plan Administrator shall have the
      discretion to determine all matters relating to eligibility, coverage and
      benefits under the Plan, and the Plan Administrator shall have the discretion
      to
      determine all matters relating to the interpretation and operation of the
      Plan.  Any determination by the Plan Administrator shall be final and
      binding, in the absence of clear and convincing evidence that the Plan
      Administrator acted arbitrarily and capriciously.

     

    
      
        
        

      

      
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              VI.  

            	
              METHOD
                OF PAYMENT

            


    

     

    All
      Severance Pay amounts paid under the Plan will be paid in installments based
      on
      the Company’s payroll cycle as of the time when payments are made.

     

    
      	
              VII.  

            	
              LAYOFF
                NOTIFICATION

            


    

     

    
      	
              A.  

            	
              WARN
                Notice

            


    

     

    When
      a
      layoff results in a facility closing or relocation, or a significant reduction
      of staffing levels over a thirty-day period of time through involuntary
      termination of employment and the layoff requires advance notice under WARN,
      Employees will receive at least sixty days’ written notice of the
      layoff.  The Company will determine when a layoff meets the
      requirements of WARN and determine the appropriate notification
      period.

     

    
      	
              B.  

            	
              Notice
                in Other Circumstances; Pay in Lieu of
                Notice

            


    

     

    If
      the
      Company determines that a layoff will not require advance notice under WARN,
      the
      Company shall generally provide affected Employees at least thirty days’ written
      notice of the layoff.  If for any reason the Company does not provide
      an affected Employee at least thirty days’ notice, the Employee’s Severance Pay
      shall be increased by the base salary that would otherwise have been due to
      the
      Employee for the period from the date of termination to the end of such thirty
      day period.  The Severance Pay Period would be extended
      accordingly.  In the case of field sales Employees, average monthly
      commissions will also be taken into account in calculating additional Severance
      Pay in the same manner as set forth in Section IV.  Notwithstanding
      the foregoing, the Company shall not be obligated to provide thirty days of
      advance layoff notification or additional severance pay in the event of a layoff
      due to a Transaction.

     

    
      	
              C.  

            	
              Employee
                Rights and Obligations During Notice
                Period

            


    

     

    At
      the
      time of providing notice of layoff or at any time thereafter, the Company may
      notify an Employee that he or she is no longer required to report for active
      work.  If the Company gives such a notice, the Company reserves the
      right to change that determination and require an Employee to report to active
      work during the layoff notice period.  Even if not required to report
      for active work, the Company will continue to pay the Employee his or her
      regular base salary (as defined under Section IV of the Plan) and will continue
      all benefits provided according to the Company’s formal plan documents until the
      end of the notification period.  As a condition of continued
      employment and continued eligibility for Severance Benefits, an Employee may
      not
      be employed by another employer during the layoff notification period, except
      to
      the extent that such employment was approved in writing by the Company before
      notice of layoff.  Continuation of base salary during the layoff
      notice period (maximum of sixty days from the date of layoff notification)
      will
      be paid based on the Company’s current payroll cycle.  Except as
      otherwise specified below, Severance Benefits under the Plan will begin on
      the
      day after the termination of employment date.

     

    
      
        
        

      

      
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              D.  

            	
              Approval
                of Early Termination

            


    

     

    If
      an
      Employee seeks to be employed by another employer before the scheduled date
      for
      termination of employment, the Employee may request that his or her termination
      date be accelerated to an earlier date to enable the Employee to accept other
      employment without disqualifying the Employee from eligibility for Severance
      Benefits.  The Company reserves the right to determine whether to
      approve such a request in its discretion, after considering its possible needs
      for services from the Employee during the scheduled layoff notification period
      and any other factors that the Company considers to be
      relevant.  Pursuant to Section IX, the Company may require the
      Employee to provide information concerning his or her prospective employment
      as
      part of its consideration of such a request.

     

    If
      the
      Company approves a request to accelerate the Employee’s termination date and the
      Employee otherwise continues to qualify for Severance Benefits, (1) the
      Employee’s termination of employment date shall be adjusted accordingly and (2)
      the Company shall pay the Employee a lump sum equal to the base salary that
      would otherwise have been paid to the Employee if the Employee’s employment had
      continued to the Employee’s previously scheduled date of termination of
      employment.  The accelerated termination of employment date shall then
      be treated as the date of termination of employment for purposes of this Plan,
      including without limitation for the purpose of determining the commencement
      of
      the Severance Pay Period.  If the Company made any changes to the
      scheduled date of termination of employment for the Employee before the approval
      of the Employee’s request for acceleration of the termination date, the lump sum
      shall be calculated based on the most recently scheduled termination date before
      the approval of the Employee’s request for acceleration of the termination
      date.

     

    An
      Employee who seeks an accelerated employment termination date should
      make  written request to the Company’s Human Resources
      Department.  For the Company’s approval of an accelerated termination
      date to be effective, it must be issued in writing by an authorized member
      of
      the Human Resources Department.

     

    
      	
              VIII.  

            	
              OTHER
                SEVERANCE BENEFITS

            


    

     

    Except
      as
      otherwise provided below or as required by law, an Employee will cease to be
      eligible for Company health and welfare benefits as of the Employee’s
      termination of employment date.

     

    Continuation
      of Health Coverages

     

    Under
      the
      provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985
      (COBRA), a covered employee’s termination of employment that results in a loss
      of coverage is a qualifying event that may entitle an Employee and his or her
      spouse and dependent child(ren), if any, to elect to continue coverage (referred
      to as COBRA coverage) under the Company’s health plan(s) for up to eighteen
      months from the date of the qualifying event.  COBRA coverage may
      continue beyond the eighteen-month period under certain circumstances as
      described in (b) below or as legally required.  The Company shall
      issue written notice to an Employee who has experienced a qualifying event
      setting forth the process for electing continued coverage pursuant to
      COBRA.  For 

     

    
      
        
        

      

      
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    an
      Employee to qualify for continuation of health coverage pursuant to this Plan,
      the Employee must make a timely election of COBRA coverage pursuant to the
      Company’s administrative process.

     

    The
      Company’s group health plans include medical, dental, vision and, in certain
      circumstances, health care flexible spending accounts.  During the
      Severance Pay Period, the Company will administer continued health coverages
      as
      follows:

     

    (a)           During
      the Severance Pay Period, the Employee’s coverage under the Company’s group
      health plans will continue under the same general terms and conditions as in
      effect immediately prior to the Employee’s termination of employment, including
      the same premium contribution levels as apply to active eligible employees
      (allowing for generally applicable changes in health coverages and contribution
      amounts that may occur during the Severance Pay Period), provided that the
      Employee was enrolled in the applicable plans on the date of termination of
      employment, the Employee (and his or her spouse and dependent child(ren) if
      any)
      does not become eligible to be covered under any other group health plan and
      the
      Employee continues to pay the appropriate employee contribution.  If
      an Employee does not timely elect COBRA coverage with respect to a group health
      plan, any coverage that was provided during the Severance Pay Period shall
      be
      discontinued.  If payroll deductions were made in anticipation of an
      election of COBRA coverage that is not made, the deducted amounts shall be
      returned to the Employee unless claims under any of the plans have been paid
      for
      services rendered during the Severance Pay Period.

     

    (b)           At
      the end of the Severance Pay Period, if still covered under one or more of
      the
      Company’s group health plans, the Employee (and his or her spouse and dependent
      child(ren), if any) will be treated as having experienced another qualifying
      event for the purpose of such plan or plans and will have the option to elect
      COBRA coverage for the applicable COBRA period under such plan(s) commencing
      at
      the end of the Severance Pay Period, provided that the Employee (and his or
      her
      spouse and dependent child(ren), if any) is a qualified
      beneficiary.  In accordance with the applicable COBRA regulations, for
      purposes of the preceding sentence, the “applicable COBRA period” will begin to
      run when health coverage is lost (i.e., at the end of the Severance Pay
      Period).  The thirty-day notice period under COBRA during which the
      Company is required to notify the Plan Administrator of the qualifying event
      for
      purposes of this paragraph shall begin on the date of the loss of coverage
      (i.e., the day after the end of the Severance Pay Period) rather than the date
      of termination of employment.  COBRA coverage shall terminate at the
      earliest date permitted by COBRA.  During the applicable COBRA period,
      102% (or 150%, if applicable) of the actual cost of coverage will be charged
      for
      the continued coverage.  Coverage will cease if the required
      contributions are not paid by the applicable due date.

     

    In
      either
      (a) or (b) above, new coverage elections may be made at the subsequent annual
      open enrollment period or within thirty-one days of an applicable change in
      status identified in the Benefit Matrix portion of the Boston Scientific Summary
      Plan Description then in effect; provided the eligibility requirements continue
      to be met at that time.  The health coverages available during any
      Severance Pay Period or COBRA period 

     

    
      
        
        

      

      
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    and/or
      the cost/employee contribution rates for such coverages may be changed by the
      Company from time to time in accordance with the coverages and/or cost/employee
      contribution rates applicable to active employee coverages
      generally.

     

    Continuation
      of Life Insurance

     

    During
      the Severance Pay Period, coverage in the Company’s group life insurance plan –
both basic life insurance and voluntary life insurance (both Employee and
      dependent coverage) – will continue, provided that the Employee was enrolled in
      the applicable plan on the date of termination of employment and the Employee
      continues to pay the appropriate premium.  However, continuation of
      coverage in the Company’s group life insurance plan will cease before the end of
      the Severance Pay Period if the Employee becomes eligible for other group life
      insurance coverage from a subsequent employer.  At the end of the
      Severance Pay Period (or, if earlier, the date the Employee becomes eligible
      for
      other group life insurance coverage from a subsequent employer) the Employee
      may
      be eligible to convert the group life insurance coverage to an individual policy
      of life insurance in accordance with the terms of the group life insurance
      policy issued to the Company.

     

    Outplacement
      Benefits

     

    The
      Company shall provide outplacement benefits for Employees who are eligible
      for
      benefits under this Plan.  The Company shall determine the
      outplacement benefits to be provided to Employees.  Each Employee will
      be given information about outplacement benefits that are available to him
      or
      her upon or after notice of layoff.  Subject to the terms of the
      particular outplacement programs, outplacement benefits may be available soon
      after notice of layoff and shall continue for the period specified in the
      outplacement program, subject to continued eligibility for Severance
      Benefits.

     

    
      	
              IX.  

            	
              REPORTING
                OBLIGATION

            


    

     

    Employees
      who receive Severance Benefits are expected to report any employment, benefit
      eligibility or other events that affect their eligibility for Severance Benefits
      under this Plan.  Continuation of Severance Benefits may be
      conditioned on responding promptly and fully to requests for information
      pursuant to this provision.

     

    
      	
              X.  

            	
              FUTURE
                OF THE PLAN

            


    

     

    Boston
      Scientific has established the Plan with the bona fide intention and expectation
      that it will be continued indefinitely, but Boston Scientific shall not have
      any
      obligation whatsoever to maintain the Plan for any given length of time, and
      Boston Scientific may at any time amend or terminate the Plan, in whole or
      in
      part, with respect to any or all of its participants and/or
      beneficiaries.  Any such amendment or termination shall be effected by
      a written instrument signed by an officer of Boston Scientific, or his or her
      authorized delegate, and delivered to the Plan Administrator.  The
      Plan Administrator has the right to revise and update from time to time the
      information contained in the attached Schedule A.  No vested rights
      of any nature are provided under the Plan.

     

    
      
        
        

      

      
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              XI.  

            	
              PLAN
                STATUS

            


    

     

    No
      Severance Benefit shall be paid under the Plan to the extent the payment of
      such
      Severance Benefit would cause the Plan to be deemed to constitute an “employee
      pension benefit plan” or “pension plan” under Section 3(2)(A) of ERISA and 29
      C.F.R. §2510.3-2(b).

     

    The
      Plan
      is intended to constitute a separation pay arrangement that does not provide
      for
      the deferral of compensation within the meaning of Section 409A of the Code
      and
      the regulations issued thereunder.  Notwithstanding that intent, the
      Plan Administrator will administer the Plan in compliance with Section 409A
      of
      the Code in the event that the Plan is or would be deemed to provide for the
      deferral of compensation within the meaning of Section 409A of the
      Code.

     

    Solely
      for the purposes of Section 409A of the Code, each installment payment of
      Severance Pay is considered a separate payment.  In addition,
      notwithstanding anything to the contrary in this Plan, special payment standards
      may apply to any Employee who is considered a “specified employee” within the
      meaning of Section 409A(a)(2)(B)(i) of the Code.  Subject to the
      precise terms of Section 409A of the Code, a “specified employee” basically
      means one of the fifty highest paid officers of the Company.  If any
      payment that such an Employee becomes entitled to receive under this Plan would
      be considered deferred compensation subject to interest and additional tax
      imposed pursuant to Section 409A(a) of the Code as a result of the application
      of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable
      prior to the date that is the earlier of (a) six months after the
      Employee’s separation from service, or (b) the Employee’s death, and the
      initial payment shall include a catch-up amount covering amounts that would
      otherwise have been paid during the first six-month period but for the
      application of this sentence.

     

    
      	
              XII.  

            	
              BENEFITS
                SOLELY FROM GENERAL
                ASSETS

            


    

     

    Except
      as
      may otherwise be required by law, the benefits provided hereunder will be paid
      solely from the general assets of the Company.  Nothing herein will be
      construed to require the Company to maintain any fund or segregate any amount
      for the benefit of any Employee, and no Employee or other person shall have
      any
      claim against, right to, or security or other interest in, any fund, account
      or
      asset of the Company from which any payment under the Plan may be
      made

     

    
      	
              XIII.  

            	
              LIMITATION
                OF RIGHTS

            


    

     

    Neither
      the establishment of the Plan nor any amendment thereof will be construed as
      giving to any Employee or other person any legal or equitable right against
      the
      Company, and in no event will the terms of employment or service of any Employee
      be modified or in any way affected hereby.  Nothing contained in the
      Plan nor any action taken hereunder shall be construed as a contract of
      employment or as giving any employee any right to be retained in the employ
      of
      the Company.

     

    
      
        
        

      

      
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          11
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              XIV. 

            	
              CLAIMS
                PROCEDURES

            


    

     

    If
      any
      person believes he or she is being denied any rights or benefits under the
      Plan,
      such person or a duly authorized representative may file a claim in writing
      with
      the Plan Administrator.  If any such claim under the Plan is wholly or
      partially denied, the Plan Administrator will provide the claimant with a
      written explanation which will include (i) the specific reasons for the denial,
      (ii) reference to the pertinent plan provisions upon which the denial is based,
      (iii) a description of any additional information the claimant might be required
      to provide with an explanation of why it is needed, and (iv) an explanation
      of
      the Plan’s claim review procedure and the time limits applicable to such
      procedures, including a statement of the claimant’s right to bring a civil
      action under Section 502(a) of ERISA following an adverse determination on
      review.  The claimant may have representation throughout the claim
      procedure.

     

    A
      written
      claim denial will be sent within a reasonable period of time, but no later
      than
      90 days after receipt of the claim by the Plan.  The 90 days may be
      extended for up to another 90 days if special circumstances warrant an extension
      of time.  If such an extension is needed, the claimant will be
      notified in writing prior to the beginning of the extension
      period.  The extension notice will indicate the special circumstances
      requiring an extension of time and the date by which the Plan expects to render
      a decision.

     

    The
      claimant or a duly authorized representative may appeal any denial of a claim
      for benefits by filing a written request for a full and fair review with the
      Plan Administrator.  In connection with such a request, documents,
      records, and other information relevant to the claim may be reviewed (and shall
      be provided, upon request and free of charge), and comments and issues outlining
      the basis of the appeal may be submitted in writing, together with related
      documents, records, and other information relating to the claim.  The
      claimant may have representation throughout the review procedure.

     

    A
      request
      for a review must be filed within 60 days of the claimant’s receipt of the
      written notice of denial of a claim.  The full and fair review will be
      held and a decision rendered by the Plan Administrator within a reasonable
      time,
      but no later than 60 days after receipt of the request for review, unless
      special circumstances require an extension of time.  If there are
      special circumstances, the decision will be made as soon as possible, but not
      later than 120 days after receipt of the request for review.  If an
      extension of time is needed, the claimant will be notified in writing prior
      to
      the beginning of the time extension period.  The decision after the
      review will be in writing and will include specific reasons for the decision
      as
      well as specific references to the pertinent plan provisions on which the
      decision is based.  An adverse determination will also include a
      statement that the claimant is entitled to receive, upon request and free of
      charge, reasonable access to, and copies of, all documents, records, and other
      information relevant to the claim, and a statement of the claimant’s right to
      bring an action under section 502(a) of ERISA.

     

    No
      claim
      may be brought for benefits under this Plan unless the claim and appeal
      procedures described above have been exhausted.  No suit may be
      brought for benefits under this Plan more than one (1) year following the final
      determination by the Plan 

     

    
      
        
        

      

      
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          12
          -

        
          

        

      

      
        
        

      

    

    Administrator
      under the claim and appeal procedures described above, or more than two (2)
      years from the date of events giving rise to the claim.

     

    
      	
              XV.  

            	
              GOVERNING
                LAW

            


    

     

    To
      the
      extent not preempted by ERISA or any other federal statutes or regulations,
      the
      Plan shall be governed by, and construed in accordance with, the laws of the
      Commonwealth of Massachusetts.

     

    *
      * * *
      *

     

    IN
      WITNESS WHEREOF, Boston Scientific Corporation has caused this amended and
      restated Plan to be executed in its name and on its behalf effective as of
      November 1, 2007 by an officer or a duly authorized delegate.

     

     

    
      	 	
              BOSTON
                SCIENTIFIC CORPORATION

              


              


              


              By:     
                /s/ Lucia L. Quinn

              
                

              

              Lucia
                L. Quinn

              Executive
                Vice President,

              Human
                Resources

            


    

    


    


    Date:  October
      29, 2007

    


     


    
      
        
        

      

      
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     SCHEDULE
      A Boston Scientific Corporation Domestic Participating Entities Effective as
      of
      January 1, 2002



    
      
        	
                Name
                  of Company

              	
                Primary
                  Location

              
	 	 
	
                Boston
                  Scientific Glens Falls Corp.  (formerly

              	 
	
                Schneider/NAMIC

              	
                New
                  York

              
	
                Boston
                  Scientific Miami Corporation (formerly Symbiosis

              	 
	
                Corporation)

              	
                Florida

              
	
                Boston
                  Scientific Mountain View Corp.  (formerly
                  Embolic

              	 
	
                Protection,
                  Inc.)

              	
                California

              
	
                Boston
                  Scientific Scimed, Inc.

              	
                Minnesota

              
	
                Boston
                  Scientific Wayne Corporation (formerly Meadox

              	 
	
                Medicals,
                  Inc.)

              	
                New
                  Jersey

              
	
                EP
                  Technologies, Inc.

              	
                California

              
	
                Interventional
                  Technologies, Inc.

              	
                California

              
	
                Target
                  Therapeutics, Inc.

              	
                California

              
	 	 
	
                As
                  of January 1, 2003

              	 
	 	 
	
                Smart
                  Therapeutics, Inc.

              	
                California

              
	 	 
	
                As
                  of January 1, 2006

              	 
	
                Corporation
                  CryoVascular Systems, Inc.

              	
                Delaware

              
	
                Precision
                  Vascular Systems, Inc.

              	
                Delaware

              
	
                Rubicon
                  Medical Corporation

              	
                Delaware

              
	 	 
	
                As
                  of January 22, 2007

              	 
	 	 
	
                EndoTex
                  Interventiona1 Systems, Inc.

              	
                Delaware

              
	 	 
	
                As
                  of April 22, 2007

              	 
	 	 
	
                Guidant
                  Corporation

              	
                Indiana

              
	 	 
	 	 


      




    
      
        
        

      

      
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