BOSTON SCIENTIFIC CORPORATION (NYSE:BSX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BOSTON SCIENTIFIC CORPORATION (NYSE:BSX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(i) 2017 Annual Bonus Plan

On November18, 2016, upon the recommendation of the Executive
Compensation and Human Resources Committee (the Compensation
Committee), the Board of Directors (the Board) of Boston
Scientific Corporation (the Company) approved the Companys 2017
Annual Bonus Plan effective for the performance period January1,
2017 through December31, 2017.

As part of the Companys overall compensation program, the 2017
Annual Bonus Plan provides an annual cash incentive opportunity
for eligible salaried personnel (including the Companys named
executive officers meeting the eligibility criteria) based on the
achievement of certain performance metrics. The 2017 Annual Bonus
Plan is substantially similar to the Companys 2016 Annual Bonus
Plan and provides:

for a single bonus pool (the Total Annual Bonus) that will be
based on the Companys performance measured against achievement of
corporate-level performance metric goals for adjusted earnings
per share and global sales on a constant currency basis (Global
sales);

the Total Annual Bonus as operated (i)will be capped at 90% of
the aggregate annual bonus pool target (the Aggregate Annual
Target) in the event that the performance for Global sales is
below 97% of the Companys approved performance goal for that
metric; and (ii)will have a ceiling of 150% and a floor of 50% of
the Aggregate Annual Target, with the Board having discretion to
terminate, suspend or modify the plan and to reduce the Total
Annual Bonus based on the Companys performance relative to its
quality objectives and performance of its quality systems;

the Total Annual Bonus will be allocated among corporate, global
operations and each participating business, regional and country
unit (each, a participating unit) based on each participating
units overall and relative performance measured against its
achievement of that units predetermined Scorecard performance
metrics and goals and taking into consideration, as appropriate,
other factors; such allocation will be a percentage of the annual
bonus pool target for each participating unit (representing the
total target annual bonuses of all eligible employees for the
year within that unit) (each such allocated amount, an Assigned
Bonus Pool); and

the Assigned Bonus Pool for each participating unit will then be
allocated among all managers of plan participants within that
participating unit. Such managers will then evaluate the
performance of the participants under their management and
determine, for each participant, the percentage (between 0% and
200%) of the participants target annual bonus that will be used
to determine the participants bonus award.

Awards to certain executive officers under the 2017 Annual Bonus
Plan are subject to the Companys recoupment policy, which
provides that, to the extent permitted by law, the Company may
seek reimbursement of a bonus award in the event of an executive
officers misconduct or gross dereliction of duty that results in
a material violation of Company policy and causes significant
harm to the Company. The Company may also seek reimbursement of a
bonus award if there is a restatement of the Companys financial
results that would have reduced a previously granted bonus awards
size or payment. The amount to be recouped would be the amount of
any such reduction. Finally, if the Company determines that it is
required by law to apply a clawback or alternate recoupment
provision to a bonus award, under the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the Dodd-Frank Act) or
otherwise, then such clawback or recoupment provision also will
apply

to the bonus award, as applicable, as if it had been included
on the date the 2017 Annual Bonus Plan was established.

This description of the 2017 Annual Bonus Plan does not purport
to be complete and is subject to and qualified in its entirety
by reference to the full text of such plan. A copy of the 2017
Annual Bonus Plan is included in this filing as Exhibit10.1 and
incorporated herein by reference.

(ii) 2017 Performance Share
Programs

On November18, 2016, upon the recommendation of the
Compensation Committee, the Board approved the adoption of two
performance share programs, the Boston Scientific Corporation
2017 Total Shareholder Return Performance Share Program (the
2017 TSR PSP) and the Boston Scientific Corporation 2017 Free
Cash Flow Performance Share Program (the 2017 FCF PSP). These
programs are substantially similar to the performance share
programs for 2016 and represent an important component of the
overall mix of the Companys long-term incentive program. Under
both programs, performance share awards will be granted, if the
relevant program criteria are met, to the Companys executive
officers in the form of deferred stock units issued under the
Companys 2011 Long Term Incentive Plan, which was previously
approved by the Companys stockholders. Awards to certain
executive officers under both programs are subject to the
Companys recoupment policy, which provides that, to the extent
permitted by law, the Company may seek recovery of performance
share units in the event of an executive officers misconduct or
gross dereliction of duty that results in a material violation
of Company policy and causes significant harm to the Company.
In addition, if the Company determines that it is required by
law to apply a clawback or alternate recoupment provision to a
performance share award, under the Dodd-Frank Act or otherwise,
then such clawback or recoupment provision also will apply to
the performance share award, as applicable, as if it had been
included on the date the performance share award was granted.

(A) 2017 Total Shareholder Return Performance Share Program

The purpose of the 2017 TSR PSP is to align the Companys
executive compensation program with the interests of
stockholders and to reinforce the concept of pay for
performance by comparing the Total Shareholder Return (TSR) of
the Companys common stock to the TSR of the other companies
included in the SP 500 Healthcare Index over a three-year
period beginning on January1, 2017 and ending on December31,
2019 (the Performance Period). The number of performance shares
awarded will be in a range of 0% to 200% of each participants
target number of awards based on the Companys TSR rank.
Performance share awards will vest only upon satisfaction of
both the performance criteria and the payment eligibility
criteria set forth in the 2017 TSR PSP, subject to certain
exceptions in the event of a change of control or termination
for retirement, death or disability.

This description of the 2017 TSR PSP does not purport to be
complete and is subject to and qualified in its entirety by
reference to the full text of such program. A copy of the 2017
TSR PSP is included in this filing as Exhibit10.2 and
incorporated herein by reference.

(B)2017 Free Cash Flow Performance Share Program

The purpose of the 2017 FCF PSP is to align the Companys
executive compensation program with the interests of
stockholders and to reinforce the concept of pay for
performance by providing incentives for the achievement of key
business performance objectives critical to its success. Under
the 2017 FCF PSP, performance will be measured by comparing the
Companys free cash flow for the one-year period beginning on
January1, 2017 and ending on December31, 2017 against its 2017
financial plan performance for free cash flow. The number of
performance shares awarded will be in a range of 0% to 150% of
each participants target number of awards based on the Companys
free cash flow as compared to its financial plan. Performance
share awards will only vest

upon satisfaction of both the performance criteria and the
payment eligibility criteria (which includes a three-year
service period) set forth in the 2017 FCF PSP, subject to
certain exceptions in the event of a change of control or
termination for retirement, death or disability.

This description of the 2017 FCF PSP does not purport to be
complete and is subject to and qualified in its entirety by
reference to the full text of such program. A copy of the 2017
FCF PSP is included in this filing as Exhibit10.3 and
incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

(d)Exhibits

ExhibitNo.

Description

10.1

Boston Scientific Corporation 2017 Annual Bonus Plan,
effective as of January1, 2017

10.2

Boston Scientific Corporation 2017 Total Shareholder
Return Performance Share Program

10.3

Boston Scientific Corporation 2017 Free Cash Flow
Performance Share Program


About BOSTON SCIENTIFIC CORPORATION (NYSE:BSX)

Boston Scientific Corporation is a developer, manufacturer and marketer of medical devices that are used in a range of interventional medical specialties. The Company offers its products by seven core businesses: Interventional Cardiology, Peripheral Interventions (PI), Cardiac Rhythm Management (CRM), Electrophysiology (EP), Endoscopy, Urology and Pelvic Health, and Neuromodulation. It operates in three segments: Cardiovascular, Rhythm Management and MedSurg. Its Cardiovascular segment consists of Interventional Cardiology and PI businesses. Its Rhythm Management segment consists of CRM and EP businesses. Its MedSurg segment consists of Endoscopy, Urology and Pelvic Health, and Neuromodulation businesses. Its interventional cardiology products include Drug-Eluting Coronary Stent Systems, Core Coronary Technology, Intravascular Imaging and Structural Heart Therapy. Its peripheral products include stents, balloon catheters, wires, peripheral embolization devices and vena cava filters.

BOSTON SCIENTIFIC CORPORATION (NYSE:BSX) Recent Trading Information

BOSTON SCIENTIFIC CORPORATION (NYSE:BSX) closed its last trading session down -0.62 at 20.84 with 7,209,087 shares trading hands.

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