Boston Scientific Corporation
Award Type: Performance Share Unit Award Agreement
Plan Name: Free Cash Flow Performance Share Program
Award Date: [__]-Feb-2015
INTENT TO GRANT
PERFORMANCE SHARE UNIT AWARD AGREEMENT
This Agreement, dated as of the [__] day of February, 2015 (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, 2015 and ending on December 31, 2015 (the “Performance Period”) and the three-year service period beginning on January 1, 2015 and ending on December 31, 2017 (the “Service Period”).
1. Grant and Acceptance of Award. The Company hereby indicates its award to the Participant that number of Performance Share Units (the “Units”) set forth herein this Agreement (the “Award”). Each Unit represents the Company’s commitment to issue to the Participant shares of the Company’s common stock, par value $.01 per share (the “Stock”), subject to certain eligibility, performance and other conditions set forth herein. The Award is intended to be granted pursuant to and is subject to the terms and conditions of this Agreement and the provisions of the Plan and the Program.
2. Eligibility Conditions upon Award of Units. The Participant hereby acknowledges the intent of the Company to award Units subject to certain eligibility, performance and other conditions set forth herein.
3. Satisfaction of Performance-Based Conditions and Service Period. Subject to the eligibility conditions described in Section 7 of this Agreement, except as otherwise provided in Sections 5, 6 and 8 of this Agreement and Appendix B, and the satisfaction of the performance conditions set forth on Appendix A to this Agreement during the Performance Period, the Company intends to award shares of Stock hereunder to the Participant at the end of the Service Period (December 31, 2017). Except as set forth in Sections 5, 6 and 8 of this Agreement, no shares of Stock in settlement of the Units shall be issued to the Participant prior to the end of the Service Period.
4. Participant’s Rights in Stock. The shares of Stock, if and when issued hereunder, shall be registered in the name of the Participant and evidenced in the manner as the Company may determine. During the period prior to the issuance of Stock, the Participant will have no rights of a stockholder of the Company with respect to the Stock, including no right to receive dividends or vote the shares of Stock underlying each Award.
5. Death. In the event that the Participant’s employment with the Company or its subsidiaries or affiliates is terminated due to death after December 31, 2015, but prior to the end of the Service Period, shares of Stock shall be issued on a prorated basis based on actual performance as determined at the first Committee meeting following the Participant’s death. The number of shares of Stock to be issued under the prorated Award shall be determined by calculating (a)(i) the number of Units set forth herein multiplied by (ii) the quotient of the number of full and partial months that the Participant worked during the Service Period (rounded up to the nearest whole month) divided by 36, and then multiplying the product of (a)(i) and (a)(ii) by (b) the percentile performance amount, as calculated in accordance with the terms of the Program. In the event of the Participant’s death prior to January 1, 2016, the Award shall be forfeited in its entirety.
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