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EXHIBIT
10.3
BOSTON SCIENTIFIC
CORPORATION
2000 LONG-TERM INCENTIVE
PLAN
Amendment
Pursuant to
Section 7 of the Boston Scientific Corporation 2000 Long-Term
Incentive Plan (the “Plan”), Boston Scientific
Corporation hereby amends the Plan effective for all Awards granted
on or after January 1, 2009 as follows:
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Section 4(a)(3)
of the Plan is amended to read in its entirety as
follows:
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To the extent permitted by Section
409A of the Code, the Company may at any time extinguish rights
under an Award in exchange for payment (subject in each case to the
limitations of Section 2) in cash, Stock or other property on such
terms as the Administrator determines, provided the holder of the
Award consents to such exchange.
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Section 5(a) of
the Plan is amended by adding the following Section
(10):
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(10) Section
409A . Except to the extent specifically
provided otherwise by the Administrator, Awards under the Plan are
intended to satisfy the requirements of Section 409A of the Code so
as to avoid the imposition of any additional taxes or penalties
under Section 409A of the Code. If the Administrator
determines that an Award, Award agreement, payment,
transact
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