Amendment to Definition of Retirement for Boston Scientific Stock Option Grants Prior to May 7, 2001

Summary

This amendment, effective December 31, 2004, changes the definition of "Retirement" for all stock option grants made by Boston Scientific Corporation before May 7, 2001. Under the new definition, an employee is considered retired if they leave the company at age 62 or older, or if they are at least 50 years old, have at least five years of service, and their age plus years of service equals or exceeds 62. This affects eligibility for certain stock option benefits.

EX-10.1 2 exh10-1_13161.txt FORM OF AMENDMENT EXHIBIT 10.1 ------------ FORM OF AMENDMENT Effective as of December 31, 2004, the definition of Retirement for all grants of options to purchase shares of Boston Scientific Corporation common stock [prior to May 7, 2001] shall be superseded and instead mean the following: cessation of employment or other service relationship with the Company and its Affiliates if, as of the date of such cessation, either (x) the Participant has attained the age of 62 or (y) (i) the Participant has attained age 50, (ii) the Participant has accrued at least five years of service with the Company and its Affiliates, and (iii) the sum of the Participant's age and years of service as of such date equals or exceeds 62.