WWW.EXFILE.COM, INC. -- 14043 -- BOSTON SCIENTIFIC CORPORATION -- EXHIBIT 10.1 TO FORM 8-K


     

    EXHIBIT
      10.1


     

    
      		
              Performance
                Incentive Plan (“Plan”)

              Effective
                January 1, 2005 Performance Period

              January
                1 - December 31, 2005

            


    

     

    IV.    Purpose
      of the Plan

     

    The
      purpose of the Plan is to align Boston Scientific and employee interests by
      providing incentives for the achievement of key business milestones and
      individual performance objectives that are critical to the success of Boston
      Scientific. To this end, individual performance
      objectives are established during the annual goal setting process. All incentive
      eligible employees are required to develop a set of written, measurable, annual
      goals that are agreed to and approved by their direct manager as part of the
      Performance Achievement and Development Review (PADR) process. Goal setting
      must
      be completed no later than the end of the first quarter of each calendar
      year.

     

    V.    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
      (excluding all term employees) 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 does not
      include any other employees, including those in positions covered by sales
      compensation plans. 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, proration to be based on the
      percentage of time the employee was 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; (2) their incentive target percent has
      changed during the Plan year; or (3) 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.

     

    Employees
      and managers of those employees
      who do
      not complete the annual PADR goal setting process by the end of the first
      quarter of a given calendar incentive year will be ineligible to participate
      in
      the Plan for that year.

     

    III.    Boston
      Scientific Performance Measures and Incentive Pool Funding

     

    For
      each
      quarter of the calendar year, the Boston Scientific Executive Committee will
      identify critical performance measures and the weighting of total Boston
      Scientific and Group/Division/Region performance (Exhibit I), as well as the
      incentive pool funding that will be established for each level of Boston
      Scientific and Group/Division/Region performance. Each quarter’s performance
      will be measured against quarterly targets and will be evaluated and funded
      separately. The total annual funding will be the sum of each quarter’s
      funding.

     

    The
      performance of the operating plants and distribution centers (“Operations”) will
      be measured quarterly on a year to date basis against annual goals; that is,
      new
      goals will not be established by quarter. A scorecard has been developed to
      track leading performance metrics for each plant and distribution center. The
      total funding will be based on cumulative BSC sales and net income funding
      for
      each quarter, (using a year to date average for each of the first three quarters
      and the actual amounts for the fourth quarter), plus the latest year to date
      plant/distribution center metrics and funding. The individual funding component
      weight will be adjusted year to date based on the above results. Since goals
      are
      set on an annual basis, over or under operations metrics achievement in a given
      quarter can be offset by subsequent quarters reflected in the latest year to
      date cumulative results.

     

    Except
      as
      noted herein, any payments due to plan participants will be made in the first
      quarter of the year following the plan year. Incentive payments may be made
      in
      more than one installment. The unweighted funding levels for Boston Scientific
      and Group/Division/Region and Operations performance will be based on the
      Performance Funding outlined in Exhibit II.

     

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Performance
                  Incentive Plan (“Plan”)

                Effective
                  January 1, 2005 Performance Period

                January
                  1 - December 31, 2005

              


      

       

    

    The
      Boston
      Scientific Executive Committee has sole authority over administration and
      interpretation of the Plan and retains its right to exercise discretion as
      it
      sees fit. The Boston Scientific Executive Committee will recommend the level
      of
      Plan funding to the Board of Directors for its approval. Subject to the Board’s
      approval, the
      incentive payment for any participant will be based upon the overall funding
      available and the employee’s individual performance relative to other Plan
      eligible employees in the applicable business unit, as determined by Boston
      Scientific.

     

    VI.    Incentive
      Targets

     

    Incentive
      targets have been established for all eligible participants. These incentive
      targets represent the incentive (as a percent of base salary) that an individual
      is eligible to receive. Funding calculation examples are contained in Exhibit
      III.

     

    For
      some
      participants, there will be one incentive pool (see Exhibit I) which is funded
      by a weighted combination of Boston Scientific’s overall performance and the
      applicable Group/Division/Region/Operations performance. For other participants
      there will be two incentive pools: 1) funded by a weighted combination of Boston
      Scientific’s overall performance and the applicable
      Group/Division/Region/Operations performance and 2) a pool funded
      at a
      minimum of 50% (20% for Operations) of target incentive for eligible
      participants regardless of total BSC’s and Group/Division/Region/Operations
      performance. 

     

    All
      incentive eligible employees must have established annual goals agreed to by
      their direct manager and which link to their appropriate level of
      accountability. An individual participant’s incentive payment will be determined
      based on an assessment of the overall individual performance contribution in
      the
      context of the applicable incentive pool(s).

     

    It
      is Boston Scientific’s aim to provide significant incentive and reward
      opportunities to employees for world-class performance achievement. Since our
      business goals (e.g. sales, profit, etc.) are normally set at a level above
      our
      business competitors (aggressive but realistic), we have set our incentive
      targets aggressively as well. The incentive pool for Corporate/business unit
      performance may be funded as high as 120% of target. Above market rewards can
      be
      earned for above market performance.

     

    Boston
      Scientific performance that meets or that is below its business targets
      (assuming personal goals and objectives are met or exceeded) may still provide
      rewards (salary plus incentive) that are greater than or equal to our
      competitors’. See Exhibit IV for an Incentive Calculation example. Except as
      noted, 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.

     

    V.    Individual
      Incentive Payments

     

    The
      incentive payment for any eligible employee may vary from the approved and
      applicable incentive pool funding based on that individual’s performance and
      achievement of objectives relative to other eligible employees in the applicable
      business unit. However, the total of incentive payments to all eligible
      individuals may not exceed the applicable funding pool(s).

     

    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. Notwithstanding anything herein,
      this Plan does not confer eligibility on any employee on leave of 

     

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Performance
                  Incentive Plan (“Plan”)

                Effective
                  January 1, 2005 Performance Period

                January
                  1 - December 31, 2005

              


      

       

    

    absence
      status. 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.


     

    Except
      as
      noted above, all incentive payments will be based on a participant’s November 1
      salary level. Except
      as noted above, incentive payments will be made in the first quarter of the
      year
      following the Plan year.

     

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

     

    Boston
      Scientific 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. Boston Scientific reserves the exclusive right to
      determine eligibility to participate in this Plan and to interpret all
      applicable terms and conditions, including eligibility criteria.

     

    VIII.    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.”