[BOSTON SCIENTIFIC LOGO] 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.
[BOSTON SCIENTIFIC LOGO] 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 absence status. Also
notwithstanding anything herein, a participant whose employment ceases
prior to December 31
[BOSTON SCIENTIFIC LOGO] PERFORMANCE INCENTIVE PLAN ("PLAN")
EFFECTIVE JANUARY 1, 2005 PERFORMANCE PERIOD
JANUARY 1 - DECEMBER 31, 2005
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."