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Agreement And General Release

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AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS



This Agreement and General Release of All Claims ("Agreement") is entered into by and between Fredericus A. Colen ("You" or "Employee") and Boston Scientific Corporation ("BSC ?) as of the latest date of execution by the parties to this Agreement. You have been employed by BSC and/or one or more affiliates of BSC. BSC may discharge its obligations under this Agreement directly or through any affiliate. This Agreement shall not become effective until the Effective Date (as defined in Paragraph 8(a)(v), below). This Agreement supersedes and cancels any prior employment agreements or arrangements You may have entered into with BSC except for (i) the Agreement Concerning Employment for U.S. Employees ("Employee Agreement") attached hereto as Attachment 1, which you entered into by electronic acknowledgment on April 1, 2009, and (ii) the Directors and Officers Indemnification Agreement ("Directors and Officers Indemnification Agreement") attached hereto as Attachment 2, effective as of July 1, 2001. Your obligations under the Employee Agreement shall be in addition or complementary to and shall not be superseded by this Agreement.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 Employee Agreement, the terms of this Agreement prevail.



In consideration of the mutual covenants, agreements, and representations contained herein, the adequacy of which is hereby acknowledged, the parties hereto expressly and intentionally bind themselves as follows:



1. Retirement



You represent and BSC acknowledges that You are retiring from BSC for family reasons. You hereby acknowledge and agree that your service as Executive Vice President and Chief Technology Officer and as an employee of BSC will end effective June 30, 2010 ("Retirement Date"). During the remainder of your employment, You shall perform any and all requested responsibilities and provide any and all requested transitional assistance.



2. Payments by BSC



(a) BSC shall pay You the lump sum amount of Six Hundred Thousand Dollars ($600,000.00), less applicable payroll withholding for taxes and other applicable deductions (the "Lump Sum Salary Payment ?). BSC shall pay You the Lump Sum Salary Payment within ten (10) business days following the later of (i) the Effective Date, or (ii) the Retirement Date. You expressly acknowledge that upon the occurrence of the Retirement Date, You will not be eligible for any payments or benefits other than those described in this Agreement under any existing BSC Severance Pay Plan and/or Layoff Notification Plan.













(b) BSC acknowledges that your retirement in accordance with this Agreement in combination with your execution and nonrevocation of this Agreement shall entitle You to a payment pursuant to The Boston Scientific Corporation Executive Retirement Plan (the "Executive Retirement Plan"), which shall be paid in the amount and at the time specified in Section 6 of the Executive Retirement Plan.



(c) You will remain eligible in the ordinary course for an incentive payment under BSC's 2010 Performance Incentive Plan ("2010 PIP"). You acknowledge and agree that due to your retirement and under the terms of the 2010 PIP, any payment under the 2010 PIP will be a pro-rata portion of any payment that would have been made had You remained employed by BSC for all of calendar year 2010, such pro-ration to be determined based on your employment with BSC through your Retirement Date. The funding of both the individual and team components of your 2010 PIP payment will be based fifty percent (50%) on the Corporate funding unit results and fifty percent (50%) on the CRV funding unit results. You further agree that the individual component of such payment shall be calculated using one hundred percent (100%) of the twenty-five percent (25%) component of the 2010 PIP payment that is based on individual performance. Your 2010 PIP payment shall be based on your previously established 2010 PIP incentive target percentage of seventy percent (70%), subject to 2010 PIP funding to be determined in the ordinary course under the 2010 PIP terms and conditions and further subject to the above-referenced pro-ration. Any such payment will be made at the same time it is made to other participants in the 2010 PIP, in other words in 2011, currently anticipated to be made by March 15, 2011. You will not be eligible for consideration for incentive payments under any other or future Performance Incentive Plan, and You hereby waive any right to such consideration or such payments.



(d) BSC will pay You for all accrued but unused vacation time through the Retirement Date under applicable BSC policy and in accordance with applicable state law.



(e) BSC will pay You the amount due You under our Executive Allowance Plan based upon your employment through your Retirement Date in accordance with the terms of the Executive Allowance Plan.



(f) BSC has provided you with a lump sum of Twenty-one Thousand Six and 50/100 Dollars ($21,006.50) as a reimbursement of certain house-hunting, temporary leaving move assistance and miscellaneous related relocation expenses (the "Reimbursed Expenses"). BSC shall further reimburse You for or shall pay directly certain other relocation costs totaling approximately Five Thousand Dollars ($5,000) that you incurred prior to March 15, 2010 in connection with an anticipated 2010 relocation to Massachusetts, which consist of approximately One Thousand Dollars ($1,000) for an agent's fee for a Massachusetts property tour and certain other real estate transaction costs, consisting of Minnesota property appraisal fees, Minnesota and Massachusetts property inspection fees, a Minnesota property title search and an attorney's fee for review of a purchase and sale agreement (the "Approved Pending Expenses"). To the







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extent that BSC determines that the Reimbursed Expenses and the Approved Pending Expenses constitute taxable income to you, BSC shall issue a further payment to you to defray the anticipated taxes due on such amount using any reasonable gross-up methodology determined by BSC. BSC's obligation to provide reimbursement of the Approved Pending Expenses shall be subject to your presentation of appropriate documentation in a timely manner in accordance with applicable BSC policy concerning relocation.



(g) To the extent, if any, that You incurred the cost of moving personal goods to Florida between February 3, 2010 and March 15, 2010, BSC shall reimburse You for all reasonable such costs, subject to presentation of appropriate documentation consistent with BSC policies. For the avoidance of doubt, any home purchase expenses shall not be subject to reimbursement.



(h) BSC acknowledges that You have the right to submit a written request to Pete Nicholas, Chairman of the Board of Directors of BSC, and John Pepper, Chairman of the Executive Human Resources and Compensation Committee of the Board of Directors of BSC ("Compensation Committee"), for an additional award based on contributions You have made to the Company during Your employment. Mr. Nicholas and Mr. Pepper together shall have the sole discretion to grant or deny any request for an additional award, and their judgment in this regard is final. Only a decision by Mr. Nicholas and Mr. Pepper to grant this request that is rendered in writing on or before May 10, 2010, shall be valid for purposes of this paragraph.



3. Termination of Salary and Employment Benefits



Your current base salary at the rate of Six Hundred Thousand Dollars ($600,000) per year and your participation in BSC's Medical/Dental/Vision Plans, 401(k) Plan, Stock Option Plan(s), and Global Employee Stock Ownership Plan, if any, Accidental Death and Dismemberment (AD&D), Business Travel Accident, and Short-Term and Long-Term Disability Plans will continue until and will terminate as of your Retirement Date, as will your accrual of vacation time. Your participation in BSC's life insurance plans, including any BSC funding of any such plan, will continue until and terminate as of Your Retirement Date. For avoidance of any doubt, this Agreement does not impact any life insurance policy or plan that You may have that is outside any BSC plan, including any such policy that may previously have been offered to you through or funded by BSC. You will participate through the Retirement Date in all other benefits and benefit plans in which You are currently enrolled to the same extent as do active employees. Your participation in and entitlement to any and all other benefits and benefits plans in which You are currently enrolled, but which are not otherwise specifically addressed in this Agreement, terminate on the Retirement Date. Subject to your election and continued eligibility, You may continue coverage under BSC's Medical/Dental/Vision Plans after your Retirement Date pursuant to the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), provided that You make timely payments of COBRA premiums and otherwise satisfy the requirements of COBRA. BSC will cause You to be provided with all legally required information and election materials concerning your COBRA rights in a timely manner.







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4. Stock Options, Deferred Stock Units and Performance Share Units



Nothing in this Agreement is intended to modify your rights and obligations with respect to previous grants of stock options, deferred stock units and/or performance share units, including without limitation (i) the acceleration of the vesting of your unvested stock options based on your retirement eligibility, (ii) the conversion of all unvested deferred stock units to shares of common stock based on your retirement eligibility, and (iii) your forfeiture of all performance share units due to your retirement less than one year after the date of the grant. The terms of applicable grant agreements and plan docum
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