BOSTON SCIENTIFIC INTENT TO GRANT PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts
This Agreement, dated as of the [__] day of February, 2012 (the “Grant Date”), is between Boston Scientific Corporation, a Delaware corporation (the “Company”), and the “Participant”, an employee of the Company or any of its affiliates or subsidiaries. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in either the Company’s 2011 Long‑Term Incentive Plan (the “Plan”) or in the Free Cash Flow Performance Share Program (the “Program”) for the performance period beginning January 1, 2012 and ending on December 31, 2012 (the “Performance Period”) and the three-year service period beginning on January 1, 2012 and ending on December 31, 2014 (the “Service Period”).
Boston Scientific Corporation 2011 Long-Term Incentive Plan Global Deferred Stock Unit Award Agreement Month dd, yyyy [Employee’s Name] (“Participant”)Global Deferred Stock Unit Award Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts
This Global Deferred Stock Unit Award Agreement (the “Agreement”), dated ddth day of Month, yyyy (the “Grant Date”), is between you and Boston Scientific Corporation, a Delaware corporation, (the "Company") in connection with the Award of Deferred Stock Units by the Committee under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.
Boston Scientific Corporation 2011 Long-Term Incentive Plan Global Non- Qualified Stock Option Agreement Month dd, yyyy [Employee’s Name] (“Optionee”) EMPLOYEE COPY PLEASE RETAIN FOR YOUR RECORDSQualified Stock Option Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts
This Global Non-Qualified Stock Option Agreement (the “Agreement”), dated [ddth] day of [Month], [yyyy] (the “Grant Date”), is between you and Boston Scientific Corporation, a Delaware corporation, (the “Company”) in connection with the Non-Qualified Stock Option Award granted to you by the Company. This Agreement sets forth the terms and conditions relating to your Stock Option pursuant to the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.
BOSTON SCIENTIFIC CORPORATIONBoston Scientific Corp • February 17th, 2012 • Surgical & medical instruments & apparatus • Massachusetts
One Boston Scientific PlaceLetter Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus
RETIREMENT AGREEMENTRetirement Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts
This Retirement Agreement (“Agreement”) is entered into by and between Samuel R. Leno (“You” or “Employee”) and Boston Scientific Corporation (“BSC”). This Agreement shall not become effective until the Effective Date (as defined in Paragraph 5(d), below). This Agreement supersedes and cancels any prior employment agreements or arrangements You may have entered into with BSC except for the Agreement Concerning Employment for U.S. Employees (“Employment Agreement”) acknowledged by You on June 8, 2009 and attached hereto as Attachment 1. Your obligations under the Employment Agreement shall be in addition or complementary to and shall not be superseded by this Agreement. However, if there is any conflict in terms between this Agreement and the Employment Agreement, the terms of this Agreement prevail.
December 12, 2011Consulting Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts
One Boston Scientific PlaceLetter Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus
AMENDMENT NO. 4 TO SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NO. 4 to the Sale and Purchase Agreement (this “Fourth Amendment”), dated as of December 1, 2011, is between BOSTON SCIENTIFIC CORPORATION (“BSC”) and STRYKER CORPORATION (the “Purchaser”). All capitalized terms used herein without definition shall have the meaning assigned thereto in the Agreement (as hereinafter defined), and, except as otherwise provided below, references herein to a specific Section or Schedule will refer, respectively, to the corresponding Section or Schedule of the Agreement.
AMENDMENT NO. 3 TO SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NO. 3 to the Sale and Purchase Agreement (this “Third Amendment”), dated as of November 1, 2011, is between BOSTON SCIENTIFIC CORPORATION (“BSC”) and STRYKER CORPORATION (the “Purchaser”). All capitalized terms used herein without definition shall have the meaning assigned thereto in the Agreement (as hereinafter defined), and, except as otherwise provided below, references herein to a specific Section or Schedule will refer, respectively, to the corresponding Section or Schedule of the Agreement.
RETIREMENT AGREEMENTRetirement Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts
This Agreement and General Release of All Claims (“Agreement”) is entered into by and between Stephen F. Moreci (“You” or “Employee”) and Boston Scientific Corporation (“BSC”). This Agreement shall not become effective until the Effective Date (as defined in Paragraph 5(d), below). This Agreement supersedes and cancels any prior employment agreements or arrangements You may have entered into with BSC.
Attachment AConsulting Agreement • February 17th, 2012 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts
This letter constitutes a Consulting Agreement ("Agreement") between you, Stephen F. Moreci (“Consultant”), and Boston Scientific Corporation and its affiliated and associated companies (collectively “Boston Scientific”).
