EX-10.1






EXHIBIT 10.1




Performance Incentive Plan

 Performance Period January 1 — December 31





	I.	 	Purpose of the Plan






The purpose of the Boston Scientific Corporation Performance Incentive Plan (“Plan”) is
to align Boston Scientific and employee interests by providing incentives for the
achievement of key business milestones and individual performance objectives and to
focus attention on company-wide quality, all of which are critical to the success of Boston
Scientific. For covered employees, the 2010 Plan is established under section 4.a.(9) of
the Boston Scientific Corporation 2003 Long-Term Incentive Plan and is intended to qualify
for the performance-based compensation exception under Section 162(m) of the Internal
Revenue Code (“Code”).




	II.	 	Eligible Participants






The Plan year runs from January 1 – December 31. The Plan covers all United States
employees determined by Boston Scientific to be regular salaried exempt employees (excluding
all term employees) who are ineligible for commissions under any sales compensation plan.
The Plan also covers those Boston Scientific International and expatriate/inpatriate
employees selected by Boston Scientific for participation. The Plan also does not include
any employees who are eligible for any other Boston Scientific incentive plan or program
unless the terms of that plan or program expressly permit participation in both that plan or
program and this Plan.




Employees who meet the above eligibility criteria and who have at least two full months of
eligible service during the Plan year may participate in the Plan on a prorated basis,
except to the extent such participation would not be not consistent with Section 162(m) of
the Code. Proration will be based on the percentage of time the employees were eligible to
participate under all applicable criteria and in the following circumstances: if (1) they
have less than one year of eligibility during the Plan year, or (2) they have changed their
business unit during the Plan year.




Employees who have less than two full months of eligible service during the Plan year are
not eligible to participate in the Plan. Boston Scientific may review Plan participation
eligibility criteria from time to time and may revise such criteria at any time, even within
a Plan year, with or without notice and within its sole discretion; to the extent that such
criteria apply to Boston Scientific’s executive officers, this discretion is reserved to
Boston Scientific’s Board of Directors (the “Board”) or the Executive Compensation and Human
Resources Committee of the Board (the “Committee”).




This Plan does not confer eligibility on any employee on leave of absence status. The
period of eligible service for purposes of this Plan may be affected by a leave of absence.




Because timely completion of the annual performance review objective setting process is
critical to effective administration of the Plan, Boston Scientific reserves the right to
deny eligibility to employees and managers of those employees who do not timely complete the
annual performance review objective setting process in a given calendar year.




	III.	 	Incentive Targets






It is Boston Scientific’s aim to provide incentive and reward opportunities to
employees for world-class performance. Incentive targets have been established for all
eligible participants. These incentive targets represent a projected incentive payment as a
percentage of base salary. Above market rewards can be earned for above market performance.



IV. Boston Scientific Performance Measures and Incentive Pool Funding




There are four main steps to establishing the minimum and maximum available pay
opportunity under this program.




Step One: Identify metrics and weighting




Boston Scientific will identify critical performance measures and the weighting of total
Boston Scientific and Group/Division/Region/Country financial performance. The Committee
will establish performance goals and the associated minimum target and maximum incentive
pool funding resulting from attainment of such goals within the first ninety days of the
Plan year. The performance measures and weighting will be identified in the form of an
annual financial plan. (See Performance Measures and Funding Document).




Step Two: Measure achievement to annual financial plan performance 




The performance for each metric will be evaluated separately. Boston Scientific will fund
between 0% and 150% of the weighted target based on achievement to annual financial plan
performance. Funding in excess of 100% of the weighted target will be at the discretion of
the Committee. The total funding pool will be the sum of all metric results for Boston
Scientific or the Group/Division/Region/Country.




Step Three: Establish minimum and maximum individual opportunity




The employee’s opportunity is comprised of a team component and an individual performance
component. The team component (75%) is non-discretionary based on the level of financial
performance achieved. The individual component (25%) is discretionary. It is based on the
level of individual performance as determined by Boston Scientific in its discretion.




Individual performance objectives are established as part of the annual performance review
process. All incentive eligible employees are required to develop a set of written,
measurable, annual objectives, including a Quality specific objective. The direct manager
should make the final determination concerning the objectives.




Based on Boston Scientific’s assessment of an employee’s performance, the individual
performance component can be modified by multiplying it by a factor that ranges from 0% -
200%. For example, if an employee’s individual component is adjusted based on the 200%
maximum for individual performance, the individual component of the employee’s incentive
opportunity will be 50% (i.e., 25% x 200%).




An employee’s incentive opportunity ranges from 75% to 125% (75% team component + 0% up to
50% individual component) of the funding level determined based on achievement to annual
financial plan performance. For Code Section 162(m) purposes, the maximum incentive
opportunity is 125% of the incentive funding based on achievement, and individual
performance will be taken into account through the exercise of negative discretion.




The total range of available payment will be from 0% to 187.5% of an employee’s incentive
target.




Minimum Pay Example (0%):




if the total metric funding based on achievement to annual financial plan
performance is 0%, then 75% (combination of team component and minimum individual
performance) of 0% equals 0%.




Maximum Pay Example (187.5%):




if the total metric funding based on achievement to annual financial plan
performance is 150%, then 125% (combination of team and maximum individual
performance) of 150% equals 187.5%.




Step Four: Assess Quality 




Further, in determining the level of funding for the incentive payments, the Committee
retains the right to modify downward and/or eliminate the incentive pool funding based on
its determination, within its sole discretion, of Boston Scientific’s progress made toward
achievement of Boston Scientific’s quality objectives and the performance of Boston
Scientific’s company-wide Quality System.



V. Incentive Payment Calculation




The incentive payment for the team component will be determined by (1) multiplying the
employee’s incentive target by the funding pool percentage for the applicable business unit
and (2) multiplying the result by 75%.




The incentive payment for the individual component will be determined by (1) multiplying the
employee’s incentive target by the funding pool percentage for the applicable business unit,
(2) multiplying the result by 25% and (3) applying an individual performance modifier of 0%
up to 200%. The individual component may vary based on that individual’s overall
performance and achievement of objectives, including an assessment of achievement relative
to other eligible employees in the applicable business unit. For Code Section 162(m)
purposes, the individual component is determined using a maximum of 200% modifier and
individual performance is taken into account through the exercise of negative discretion
from that amount.




The total of incentive payments to all eligible individuals may not exceed the total
applicable funding pool(s).




The unweighted funding levels for Boston Scientific and Group/Division/Region/Country
performance will be based on the Performance Funding outlined in the Performance Measures
and Funding document.




	VI.	 	Payment Criteria






A participant must be employed by Boston Scientific on December 31 of the Plan year to
be eligible to receive any award pay-out under the Plan. For example, a participant who is
not required to report to work during any notification period applicable under any Boston
Scientific severance or separation plan, but who is still an employee on December 31, will
remain eligible to receive any award pay-out under the Plan. A participant who specifically
has been exempted under a specially designed, written Boston Scientific plan or program from
the requirement to be employed on December 31 may remain eligible, depending on the terms of
the applicable written plan document; in such cases, the terms of such written plan document
will govern in all respects, including as to eligibility, timing and amount of any incentive
payment.




Also notwithstanding anything herein, a participant whose employment ceases prior to
December 31 of the Plan year by reason of “layoff” as that term is defined by the Boston
Scientific Corporation Severance Pay and Layoff Notification Plan (as Amended and Restated)
but who has otherwise met all Plan eligibility criteria may participate in the Plan on a
prorated basis, proration to be based on the percentage of time the participant was employed
and eligible to participate under the applicable criteria.




Also notwithstanding anything herein, a participant whose employment ceases prior to
December 31 of the Plan year but who has otherwise met all Plan eligibility criteria and
who, as of the date of such cessation of employment, (1) has attained age 50, (2) has
accrued at least five years of service with Boston Scientific and (3) whose age and years of
service as of such date equals or exceeds 62, may participate in the Plan on a prorated
basis, proration to be based on the percentage of time the participant was employed and
eligible to participate under all applicable criteria; further, a participant whose
employment ceases prior to December 31 of the Plan year by reason of death but who otherwise
met all Plan eligibility criteria may participate in the Plan on a prorated basis, proration
to be based on the percentage of time the participant was employed and eligible to
participate under the applicable criteria.




Pro-rated bonuses under this section are payable only to the extent financial goals are met.
Consistent with non-prorated bonuses, the Committee reserves the right to modify downward
and/or eliminate the incentive pool funding based on its determination, within its sole
discretion, of Boston Scientific’s progress made toward achievement of Boston Scientific’s
quality objectives and the performance of Boston Scientific’s company-wide Quality System.




Also notwithstanding anything herein, incentive payments for participants who have a change
in standard hours (part-time to full-time, full-time to part-time) will be based on the
full-time equivalent target and average annualized salary.




Except as noted above, all incentive payments will be based on a participant’s salary and
incentive target as of December 31 of the Plan year. Incentive payments will be made by
March 15 of the year following the Plan year after written resolution of the attainment of
financial goals by the Committee. Incentive payments are typically paid in one installment.
The maximum incentive payment payable for the Plan year to a covered employee for purposes
of Code Section 162(m) is $2,500,000. Nothing in this Plan guarantees any incentive payment
will be made to any individual. Receipt of an incentive payment in one year does not
guarantee eligibility in any future year.



VII. Incentive Compensation Recoupment Policy




To the extent permitted by governing law, the Board will seek reimbursement of
incentive compensation paid to any executive officer in the event of a restatement of Boston
Scientific’s financial results that reduced a previously granted award’s size or payment.
In that event, Boston Scientific will seek to recover the amount of the performance
incentive award paid to the executive officers which is in excess of the amounts that would
have been paid based on the restated financial results.



VIII. Termination, Suspension or Modification and Interpretation of the Plan




The Board may terminate, suspend or modify and if suspended, may reinstate with or
without modification all or part of the Plan at any time, with or without notice to the
participant. The Committee has sole authority over administration and interpretation of the
Plan and retains its right to exercise discretion as it sees fit.




The Committee reserves the exclusive right to determine eligibility to participate in this
Plan and to interpret all applicable terms and conditions, including incentive targets and
eligibility criteria for Boston Scientific executive officers, except that the Executive
Vice President and General Counsel and Senior Vice President, Human Resources may
administer, determine eligibility to participate in the Plan and interpret all applicable
terms and conditions for employees who are not Boston Scientific executive officers. Boston
Scientific’s determinations and interpretations shall be conclusive.




No trust, account or other separate collection of amounts is established for the payment of
incentive awards under the Plan, and therefore there is no guarantee that all Plan funding
will be paid to participants.



IX. Other




This document sets forth the terms of the Plan and is not intended to be a contract or
employment agreement between the participant and Boston Scientific. As applicable, it is
understood that both the participant and Boston Scientific have the right to terminate the
participant’s employment with Boston Scientific at any time, with or without cause and with
or without notice, in acknowledgement of the fact that their employment relationship is “at
will.”