Boston Scientific (BSX)

Section 5—Amount of Benefit

        Subject to execution of a separation agreement in a form approved by BSC which shall contain, among other items, a release of employment claims, restrictive covenants relating to non-competition and non-hiring of BSC employees, agreements by the Participant not to disclose confidential

information or make detrimental communications, to cooperate in litigation and other proceedings and to return BSC property, a Participant who Retires under the Plan is eligible to receive the following benefits:

        A Participant who is an Executive Committee member will receive an amount equal to 2.5 months of his or her base salary, multiplied by the number of his or her Years of Service, to a maximum benefit of 36 months of base salary.

        A Participant who is a Division President will receive an amount equal to 1.5 months of his or her base salary, multiplied by the number of his or her Years of Service, to a maximum benefit of 24 months of base salary.

        Benefits are not cumulative. For example, if a Division President is serving as a member of the Executive Committee at the time of his or her Retirement, the higher Executive Committee formula will be applied. Benefits may not be received under both formulas or any average thereof. Similarly, if a person Retires more than once from BSC, in calculating the benefit due upon each such Retirement, only Years of Service accumulated since the most recent prior Retirement shall be utilized.