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    EXHIBIT 10.1

     

    TRANSITION
AND SEPARATION AGREEMENT

     

    This
Transition and Separation Agreement (the “Agreement”) is made
as of its latest date of execution between Boston Scientific Corporation (“Boston Scientific” or
the “Company”)
and Paul A. LaViolette.

     

    WHEREAS, Mr. LaViolette is
retiring as Chief Operating Officer of the Company; and

     

    WHEREAS, the Company seeks Mr.
LaViolette’s assistance during the remainder of 2008; and

     

    WHEREAS, to protect its
legitimate interests, the Company seeks Mr. LaViolette’s agreement to
certain restrictions on his future activities and other
obligations;

     

    NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

     

    1. Transition to Senior
Advisor.

     

    (a) Transition from
COO.  Effective June 30, 2008, Mr. LaViolette shall retire from
his positions as Chief Operating Officer (“COO”) and member of
the Executive Committee and from any other positions that he then holds with
Boston Scientific or any affiliate.  Such actions shall be considered
to be resignations from such positions.  Immediately thereafter, Mr.
LaViolette shall become a Senior Advisor to the Company.  If so
requested by the Company, Mr. LaViolette shall sign any document reasonably
requested by the Company to confirm any such actions.

     

    (b) Duties as Senior
Advisor.  Mr. LaViolette’s duties as a Senior Advisor shall be
any duties assigned to him by the Company’s Chief Executive Officer (the “CEO”) that are
appropriate for an individual of Mr. LaViolette’s knowledge and experience in
the industry; provided that, unless otherwise directed by the Company, such
duties are not expected to include management or operational responsibilities or
supervision of any employees.  Mr. LaViolette’s responsibilities may
include, by way of illustration, performance of special projects or reports or
serving as a representative of the Company.

     

    (c) Location of Work;
Administrative Support.  Mr. LaViolette shall be generally
expected to perform his responsibilities as a Senior Advisor away from the
Company’s headquarters.  He shall perform responsibilities at Company
offices, including the headquarters, when directed by the Company and may do so
when otherwise permitted by the Company.  The Company shall make
part-time administrative support services available to Mr. LaViolette for his
performance of his responsibilities.  The Company shall not be
obligated to maintain a dedicated office for Mr. LaViolette but shall provide
reasonable office space as necessary when he performs responsibilities at
Company offices, including the headquarters.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Full-Time
Status.  Mr. LaViolette is expected to have full-time
responsibilities as a Senior Advisor; provided that this shall not be construed
to obligate the Company to provide assigned responsibilities to Mr. LaViolette
at all times during his employment as a Senior Advisor.  Unless
otherwise provided in writing by the Chairman or CEO, Mr. LaViolette shall
devote all of his working time during his employment as a Senior Advisor to his
assigned responsibilities for the Company, except that he may engage in
religious, charitable or other nonprofit activities or serve as an advisor,
consultant, director or trustee of any noncompetitive public or private
for-profit organizations, provided that such services and activities are
disclosed in writing to the Chairman and CEO and the Company does not reasonably
object to such services and activities.

     

    (e) Classification.  Mr.
LaViolette shall continue to be classified as an employee of the Company during
the period of his status as a Senior Advisor.  The transition of Mr.
LaViolette from COO to Senior Advisor shall not be considered to result in a
termination of his employment for any purpose, including without limitation, for
employee benefits or equity acceleration.

     

    2. Term.

     

    (a) Length of Term; Forms of
Termination.  The term of Mr. LaViolette’s employment as a
Senior Advisor (the “Term”) shall be from
July 1, 2008 to and including the earliest of the following: (i) December 31,
2008; (ii) termination of employment by the Company, either with or without
“Cause,” as defined below; (iii) resignation by Mr. LaViolette; or (iv) Mr.
LaViolette’s death.  The date of any termination of employment is the
“Termination
Date.”  A termination of employment on December 31, 2008 is a
“Termination Due to
Expiration of the Term.”  A termination of employment by the
Company when Cause exists is a “Termination With
Cause.”  A termination of employment by the Company when no
Cause exists is a “Termination Without
Cause.”  A resignation from employment is a “Resignation.”

     

    (b) Notice of
Termination.

     

    (i) Termination Due to
Expiration of the Term.  If Mr. LaViolette remains
employed until December 31, 2008, his employment with the Company shall end on
such date, unless otherwise agreed in writing.  Such a termination
shall take effect without notice.

     

    (ii) Termination Without
Cause.  The Company shall give Mr. LaViolette written
notice of a Termination Without Cause at least thirty (30) days in advance of
any such Termination Without Cause.

     

    (iii) Termination With
Cause.  The Company shall give Mr. LaViolette written
notice of a Termination With Cause.  A Termination With Cause shall be
effective upon notice, unless otherwise specified.

     

    (iv) Resignation.  Mr.
LaViolette shall give the Company written notice of Resignation at least thirty
(30) days in advance of the effective date of such Resignation.  The
Company may, in its discretion, accelerate any such Resignation to any earlier
date.  Any acceleration of the date of Resignation shall not be
construed to constitute a Termination Without Cause.

    
      
        
        

      

      
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    (c) “Cause”
Defined.  For purposes of this Agreement, “Cause” means any of
the following acts or omissions by Mr. LaViolette:

     

    (i) conviction
of any felony or conviction of a misdemeanor involving moral turpitude, deceit,
dishonesty or fraud;

     

    (ii) any
willful act or omission that has caused or that the Company reasonably believes
to be likely to cause material harm to the Company’s business or its business
reputation;

     

    (iii) failure
to use reasonable efforts to perform assigned responsibilities; provided that
the Company has previously given Mr. LaViolette notice and a reasonable
opportunity to cure a failure to use reasonable efforts on at least one
occasion;

     

    (iv) making
any disparaging statement, other than any statement the Company reasonably
determines to be insubstantial, concerning the Company or any member of its
senior management; provided that this shall not be construed to apply to
information provided or opinions expressed on a confidential basis to the
Chairman, the CEO or the Chair of any committee of the Company’s Board of
Directors (the “Board”) or to any
statements made in legally compelled testimony; or

     

    (v) material
breach of any of Mr. LaViolette’s obligations under this Agreement or under any
other continuing or then existing agreement between the Company and Mr.
LaViolette.

     

    (d) Effect of Termination on
Compensation.  The effects of a termination on compensation and
the separation pay that may be available are addressed in Section 4
(“Separation Pay”).

     

    3. Compensation as Senior
Advisor.

     

    (a) Salary.  Mr.
LaViolette’s salary as a Senior Advisor (the “Salary”) shall be
paid at the annual rate of $750,000.  The Company shall pay the Salary
on its regular payroll dates.

     

    (b) PIP.  Mr.
LaViolette’s annual Performance Incentive Plan (“PIP”) award for 2008,
inclusive of the period of his service as a Senior Advisor, shall be guaranteed
to be 90% of his Salary for the period of his employment in 2008.  For
the avoidance of doubt, if Mr. LaViolette continues to be employed for the
entire year of 2008, Mr. LaViolette’s PIP award for 2008, inclusive of his
services as COO and Senior Advisor, shall be $675,000.

    
      
        
        

      

      
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    (c) Employee
Benefits.

     

    (i) General.  Mr.
LaViolette shall be entitled to participate in all Company Benefit Plans during
his employment as a Senior Advisor, provided that his working hours permit such
participation.  For purposes of this Agreement, “Company Benefit
Plans” means all “employee benefit plans,” as defined in 29 U.S.C.
§1002(3), that are generally available to regular full-time employees, as well
as the Company’s vacation policy.

     

    (ii) Effect of Reduction in
Hours.  If the Company determines at any time during his
employment as a Senior Advisor that Mr. LaViolette is not eligible for continued
participation under any Company Benefit Plan because his actual hours of work
are below the level to qualify for participation in such Company Benefit Plan,
his eligibility to participate in such Company Benefit Plan shall cease;
provided that the Company shall, to the extent applicable, continue group health
plan (i.e., medical,
dental and vision) coverage under the law known as “COBRA” to the extent
permissible.  In the event of such continuation of group health plan
coverage, the Company shall pay the same portion of group health plan premiums
for Mr. LaViolette pursuant to COBRA as it pays for active employees with the
same coverage as Mr. LaViolette.  Such premium cost sharing shall
continue until the earlier of (A) the expiration of Mr. LaViolette’s rights
under COBRA; or (B) the Termination Date.  In addition, to the extent
that Mr. LaViolette’s services as a Senior Advisor at any time result in
less than a full-time work schedule, his accrued vacation shall be applied to
the difference between a full-time work schedule and his actual working hours
until exhausted.

     

    (iii) Executive Allowance
Plan.  Mr. LaViolette’s participation in the Company’s
Executive Allowance Plan shall cease effective on June 30, 2008.  The
Company shall make a pro rata Executive Allowance Plan payment to
Mr. LaViolette of $12,500 no later than July 2008.

     

    (d) Equity.  The
transfer of Mr. LaViolette from COO to Senior Advisor shall not affect his
rights under any previously issued stock options or deferred stock units,
including the right to acceleration of unvested equity upon termination (other
than for cause as defined in applicable plans).  For the avoidance of
doubt, the transfer of Mr. LaViolette from COO to Senior Advisor shall not be
considered to be a termination of employment for purposes of any stock options
or deferred stock units.  Termination of employment shall be effective
as of the Termination Date.  Notwithstanding anything in this
Agreement to the contrary, Mr. LaViolette shall not be eligible for further
grants of stock options, deferred stock units or other forms of equity or equity
rights; provided that this shall not be construed to affect Mr. LaViolette’s
eligibility to participate in the Company’s Global Employee Stock Ownership
Plan, known as GESOP.

     

    (e) Financial
Planning.  The Company shall reimburse Mr. LaViolette for up to
$15,000 in payments to The Ayco Company or another qualified financial planning
advisor; provided that Mr. LaViolette submits such expenditures to the Company’s
Executive Vice President for Human Resources or her designee by no later than
December 31, 2008.  Notwithstanding Section 5 (“Taxation of
Payments and Benefits”), the Company shall gross up 

    
      
        
        

      

      
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    its
payments pursuant to this paragraph to a level sufficient to provide net
reimbursement payments in the amount of such expenses up to a total of
$15,000.  The Company shall provide such payments no later than two
(2) months after submission to the Company’s Executive Vice President for Human
Resources or her designee.

     

    (f) Expenses.  Mr.
LaViolette shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him in performing services as a Senior Advisor, in
accordance with the Company’s business expense reimbursement policies and
procedures then in effect.  To the extent Mr. LaViolette’s
responsibilities as Senior Advisor require business travel, Mr. LaViolette may
make travel arrangements consistent with his prior practice in 2008, except that
in no event shall he utilize a corporate aircraft without prior authorization by
the CEO or Executive Vice President for Human Resources.

     

    4. Separation
Pay.

     

    (a) General.  As
a result of any termination of employment as a Senior Advisor, Mr. LaViolette
shall be entitled to payment of all Salary and PIP payments accrued through the
Termination Date and all accrued but unused vacation pay (subject to Section
3(c)(ii) (“Effect of Reduction in Hours”)).  For purposes of this
Agreement, Mr. LaViolette shall be considered to accrue a PIP award ratably,
daily, over the course of his employment from January 1 to December 31,
2008.  Mr. LaViolette’s PIP award shall be paid at such time as the
Company makes PIP award payments to other PIP participants; provided that any
PIP award shall be paid no later than March 15, 2009.  Effective upon
any termination of employment, Mr. LaViolette’s right to Salary and PIP
payments shall end, except as specified below.  In addition,
Mr. LaViolette’s Company Benefit Plan participation rights shall end
effective on the Termination Date, except to the extent that Mr. LaViolette has
any rights under any Company Benefit Plan as a former employee.  In
addition, the termination of Mr. LaViolette’s employment shall entitle him to
the stock option and deferred stock unit acceleration rights applicable to a
termination of employment of an employee of at least age 50 with at least five
(5) years of service whose age and years of service equal at least 62, as stated
in applicable plans and agreements, unless such acceleration rights do not apply
under the terms of any applicable plan or agreement due to the circumstances of
such termination.  In addition, in the event of a Termination Due to
Expiration of the Term and in certain other circumstances as specified below,
Mr. LaViolette shall have the opportunity, subject to agreement to a Release
Agreement and continued compliance with this Agreement, to receive certain lump
sum payments, as specified below.

     

    (b) Termination Due to
Expiration of the Term.  In addition to the amounts due
pursuant to Section 4(a) (“General”), in the event of a Termination Due to
Expiration of the Term, subject to Mr. LaViolette’s agreement to a Release
Agreement, as defined below, and his continued compliance with this Agreement
and any other continuing or then existing agreement between the Company and Mr.
LaViolette, the Company shall:

     

    (i) pay Mr.
LaViolette a lump sum of $5,440,500 (the “2009 Separation Payment”)
on the Company’s first payroll date after the Release Agreement became
effective; and

    
      
        
        

      

      
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    (ii) pay Mr.
LaViolette a lump sum of $1,813,500 (the “2010 Separation
Payment”) in January 2010.

     

    (c) Termination Without
Cause.  In addition to the amounts due pursuant to Section 4(a)
(“General”), in the event of a Termination Without Cause, subject to
Mr. LaViolette’s agreement to a Release Agreement and his continued
compliance with this Agreement and any other continuing or then existing
agreement between the Company and Mr. LaViolette, the Company
shall:

     

    (i) pay Mr.
LaViolette continued Salary, as if employment had continued to December 31, 2008
and, further, shall pay him a cash amount intended to compensate him for
benefits he would have received had his employment continued to December 31,
2008; such cash amount for benefits shall be based on an estimated gross annual
amount of  Boston Scientific contributions and other benefits,
exclusive of any 401(k) benefit or match, of $17,000, and the amount to be paid
would be a pro-rata amount of this $17,000 based on the time remaining in the
calendar year following his Termination Without Cause;

     

    (ii) pay Mr.
LaViolette an additional amount above and beyond his pro rata PIP award such
that his total PIP award for 2008, inclusive of the amount due pursuant to
Section 4(a) (“General”), is $675,000;

     

    (iii) pay Mr.
LaViolette the 2009 Separation Payment on the Company’s first regular payroll
date after the Release Agreement becomes effective; and

     

    (iv) pay Mr.
LaViolette the 2010 Separation Payment in January 2010.

     

    (d) Termination With
Cause.  In the event of a Termination with Cause,
Mr. LaViolette shall not be entitled to any payments other than those due
pursuant to Section 4(a) (“General”).

     

    (e) Resignation.  In
the event of a Resignation, Mr. LaViolette shall not be entitled to any payments
other than those due pursuant to Section 4(a) (“General”) unless the Company
agrees, in a written agreement signed by the Chairman or the CEO, that such
Resignation shall be treated for purposes of this Agreement as a Termination
Without Cause.  In the event of such agreement, Mr. LaViolette’s
payment rights shall be the same as under Section 4(c) (“Termination Without
Cause”), including the condition of agreeing to a Release
Agreement.

     

    (f) Termination Due to
Death.  In the event of a termination due to death,
Mr. LaViolette’s payment rights shall be the same as under Section 4(c)
(“Termination Without Cause”), including the condition of agreeing to a Release
Agreement; provided that the Release Agreement requirement shall be applicable
to his representatives with appropriate modifications to the Release
Agreement.

     

    (g) Release
Agreement.  In any circumstances in which the condition of
agreeing to a Release Agreement applies, the Company shall be considered to have
offered Mr. LaViolette the release agreement in the form of Exhibit A (the
“Release
Agreement”) 

    
      
        
        

      

      
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    effective
on the Termination Date.  For the avoidance of doubt, in the event of
a Termination Due to Expiration of the Term, the Release Agreement shall be
considered to be offered to Mr. LaViolette on December 31,
2008.  As set forth in the Release Agreement, Mr. LaViolette may
consider the Release Agreement for up to twenty-one (21) days after the
Termination Date and may revoke the Release Agreement within seven (7) days
after signing the Release Agreement.  If the Release Agreement is
signed within the twenty-one (21) day period and is not revoked within the seven
(7) day period, it shall become effective on the first business day after the
expiration of the seven (7) day period.  Notwithstanding the
foregoing, if due to legal or other relevant developments the Company reasonably
determines that it is necessary to propose a different form of Release Agreement
to better effectuate the purpose of the Release Agreement, it may substitute a
revised Release Agreement for Exhibit A, and such revised Release Agreement
shall be the “Release Agreement” for purposes of this Agreement.

     

    (h) Effect on Severance Pay Plan
and Executive Retirement Plan.  Mr. LaViolette
acknowledges and agrees that he shall not have any right to payments or benefits
under the Company’s Severance Pay and Layoff Notification Plan or its Executive
Retirement Plan.

     

    (i) Executive Life
Insurance.  Notwithstanding anything in this Agreement to the
contrary, the Company shall continue making premium payments on behalf of
Mr. LaViolette plus tax gross-up payments pursuant to the executive life
insurance arrangement for Mr. LaViolette that the Company has
funded.  The Company shall continue making such premium payments to
the same extent as it would have made such payments if Mr. LaViolette’s
employment as COO had continued during the term for premium
payments.

     

    (j) Possible Leadership
Bonus.  The Company shall give due consideration to the
possibility of awarding Mr. LaViolette a bonus based on his leadership in
connection with FDA related matters through the Termination Date (a “Leadership Bonus”).
Whether to award a Leadership Bonus to Mr. LaViolette and the amount of any
such bonus shall be left to the complete discretion of the
Company.  If awarded, the Leadership Bonus shall be paid no later than
March 15, 2009.

     

    5. Taxation of Payments and
Benefits.  Boston Scientific shall undertake to make
deductions, withholdings and tax reports with respect to payments and benefits
under this Agreement to the extent that it reasonably and in good faith believes
that it is required to make such deductions, withholdings and tax
reports.  Payments under this Agreement shall be in amounts net of any
such deductions or withholdings.  Except to the extent otherwise
specified, nothing in this Agreement shall be construed to require Boston
Scientific to make any payments to compensate Mr. LaViolette for any adverse tax
effect associated with any payments or benefits or for any deduction or
withholding from any payment or benefit.  Each payment pursuant to
this Agreement that is due at a different time shall be considered to be a
separate payment for purposes of Section 409A of the Internal Revenue
Code.

     

    6. Confidential Information,
Restrictive Covenants and Other Obligations.

     

    (a) Employee
Agreement.  Mr. LaViolette acknowledges that at the outset of
his employment, he entered into an Employee Agreement with the Company dated
December 9, 

    
      
        
        

      

      
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    1993 (the
“Employee
Agreement”).  Mr. LaViolette acknowledges that this Agreement
is intended to replace the Employee Agreement in all respects and that there is
good and sufficient consideration for the obligations entered into by Mr.
LaViolette in this Agreement.

     

    (b) Confidential
Information.  Mr. LaViolette shall not, except in the
performance of his obligations to the Company hereunder or as may otherwise be
approved in advance by the Chairman or President, directly or indirectly,
disclose or use (except for the direct benefit of the Company) any Confidential
Information that Mr. LaViolette may learn or have learned by reason of his
association with the Company, any customer or client of the Company or any of
their respective subsidiaries and affiliates.  The term “Confidential
Information” means all data, analyses, reports, interpretations,
forecasts, documents and information in any form concerning or otherwise related
to the Company and its affairs, that the Company intends to treat as
confidential (including information that may be expected to be disclosed in the
future that has not yet been disclosed) including, without limitation,
information with respect to customers, clients, products, policies, procedures,
methodologies, trade secrets and other intellectual property, systems,
personnel, confidential reports, technical information, financial information,
business transactions, business plans, prospects or opportunities, but shall
exclude any portion of such information that (i) was acquired by Mr. LaViolette
prior to his employment by, or other association with, the Company or any
affiliated or predecessor entity, (ii) is or becomes generally available to the
public or is generally known in the industry or industries in which the Company
or any customer or client of the Company operates, in each case other than as a
result of disclosure by Mr. LaViolette in violation of this paragraph, or (iii)
Mr. LaViolette is required to disclose under any applicable laws, regulations or
directives of any government agency, tribunal or authority having jurisdiction
in the matter or under subpoena or other process of
law.  Mr. LaViolette acknowledges that this Agreement and the
negotiations leading to this Agreement constitute Confidential Information;
provided that Mr. LaViolette may communicate information concerning this
Agreement and the negotiations leading to it to his immediate family, attorneys
and financial advisors (provided that any further disclosure that is made at Mr.
LaViolette’s direction by anyone, including but not limited to any of the
foregoing, shall be deemed to be a disclosure by Mr. LaViolette for purposes of
this paragraph) and to the extent that such information is publicly disclosed by
the Company.  As used in this Agreement, an “affiliate” of a
person or entity is a person or entity in control of, controlled by, or in
common control with, such first person or entity.

     

    (c) Return of
Property.  All documents, records, data, equipment and other
physical property, whether or not pertaining to Confidential Information, that
have been or are in the future furnished to Mr. LaViolette by the Company or are
produced by Mr. LaViolette in connection with his employment shall be and
remain the sole property of the Company.  Mr. LaViolette shall
return to the Company all such materials and property as and when requested by
the Company.  In any event, Mr. LaViolette shall return all such
materials and property immediately upon termination of his employment for any
reason.

     

    (d) Nonsolicitation and
Noncompetition.  During the period from the effective date of
this Agreement to December 31, 2010 (the “Restricted Period”),
Mr. LaViolette shall not, without the prior written consent of the Chairman or
CEO, directly or indirectly, as a sole proprietor, member of a partnership,
stockholder or investor, officer or director of a corporation, 

    
      
        
        

      

      
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    or as an
employee, associate, consultant, independent contractor or agent of any person,
partnership, corporation or other business organization or entity other than the
Company:

     

    (i) solicit
or endeavor to entice away from the Company or any of its affiliates or
subsidiaries, any person or entity who is, or, during the then most recent
12-month period, was, employed by, or had served as an agent or consultant of,
the Company or any of its subsidiaries;

     

    (ii) solicit
or endeavor to entice away from the Company or any of its subsidiaries any
person or entity who is, or was within the then most recent 12-month period, a
customer or client (or reasonably anticipated (to Mr. LaViolette’s general
knowledge or the public’s general knowledge) to become a customer or client) of
the Company or any of its subsidiaries; or

     

    (iii) engage in
any activity that is competitive with the Company in any area of business that:
(A) Boston Scientific conducted as of the Termination Date; or (B) was in
development by Boston Scientific or was under active consideration by Boston
Scientific’s senior management during the one year prior to the Termination Date
(a “Company Business
Area”).  For the avoidance of doubt, if Mr. LaViolette is
employed by or otherwise performs services for a company (other than Boston
Scientific or an affiliate) that has existing or planned business activities in
a Company Business Area, he  shall be considered to be engaging in an
activity that is competitive with the Company in a Company Business
Area.

     

    Mr.
LaViolette acknowledges that the Company’s business operations are worldwide and
he therefore agrees that the restrictions of this Section 6(d) apply to his
activities throughout the world.  Notwithstanding the foregoing, Mr.
LaViolette’s passive ownership of less than one percent (1%) of the outstanding
stock of a publicly held corporation that competes with the Company shall not,
in and of itself, constitute a violation of this Section.

     

    (e) Nondisparagement.  Mr.
LaViolette shall not at any time, either before or after the Termination Date,
make or cause to be disclosed any negative, adverse, derogatory or otherwise
disparaging statement to anyone about the Company, its products or services, its
financial condition or proposals, any member of the Board, any officer or any
employee.  Mr. LaViolette represents to the Company that he has
not made nor caused to be disclosed such statement at any time since May 19,
2008.  Mr. LaViolette acknowledges that any statement made at his
direction by anyone, including but not limited to any of his family members or
his attorney or other agent, shall be deemed to be a statement by him for
purposes of this paragraph.  Notwithstanding the foregoing, this shall
not be construed to apply to statements made on a confidential basis to the
Chairman, the CEO or the Chair of any committee of the Board or to any
statements in legally compelled testimony.

     

    (f) Developments.  During
the Restricted Period, Mr. LaViolette shall promptly report and disclose to
Boston Scientific all improvements to Boston Scientific’s products and/or
services tested and/or evaluated by him and all ideas and concepts heard,
developed or conceived, either alone or with others, relating to any Company
Business Area (“Developments”).  Developments
shall be the sole and exclusive property of Boston Scientific 

    
      
        
        

      

      
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    and are
hereby assigned to Boston Scientific without any additional payments by Boston
Scientific.  It is understood that Boston Scientific shall have the
right but not the obligation to initiate, prosecute, maintain and defend any and
all patentable ideas and concepts with respect to Developments.  Mr.
LaViolette shall provide reasonable assistance to Boston Scientific with respect
to any such patents and patent applications, and shall execute all appropriate
documents and assignments with respect to any such patents and patent
applications.  Mr. LaViolette agrees not to assert any rights in law
or in equity in any Developments.

     

    (g) Papers and Patent
Applications.  During the Restricted Period,
Mr. LaViolette shall submit to Boston Scientific any paper he intends to
publish relating in any way to his employment or the subject matter thereof, and
shall not submit any such paper to a publisher or other party prior to the
expiration of forty-five (45) days from the date an outline of the paper is
submitted to Boston Scientific.  If Boston Scientific determines in
good faith during such period that publication or presentation of such paper
would be detrimental to its intellectual property interests, Mr. LaViolette
shall work in good faith with Boston Scientific to retract or modify the paper
to remove all language which the Company determines is detrimental to Boston
Scientific’s intellectual property or other interests, or, in the alternative
and at Boston Scientific’s election, shall refrain from submitting such paper to
a publisher or other party for an additional 120 days to permit Boston
Scientific to file patent applications or take other steps to protect its
intellectual property or other interests.  During the Restricted
Period, Mr. LaViolette shall also submit to Boston Scientific for review, on a
confidential basis, any patent applications relating to his employment naming
Mr. LaViolette as an inventor, either alone or with others, which
Mr. LaViolette or any third party intends to file with any U.S. or
international patent offices in advance of the filing of such
application.  Boston Scientific shall have thirty (30) days in which
to review such applications.  If Boston Scientific makes a good faith
determination, within such period, that the filing of such an application would
be contrary to its intellectual property rights set forth herein, Mr. LaViolette
shall amend, or cause to be amended, such proposed patent application to remove
any language that is determined by Boston Scientific to be contrary to its
intellectual property rights hereunder.

     

    (h) Litigation and Regulatory
Cooperation.  During and after Mr. LaViolette’s
employment, Mr. LaViolette shall cooperate reasonably with the Company in the
defense or prosecution of any claims or actions now in existence or which may be
brought in the future against or on behalf of the Company that relate to events
or occurrences that transpired while Mr. LaViolette was employed by the
Company.  Mr. LaViolette’s reasonable cooperation in connection with
such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to testify truthfully as
a witness on behalf of the Company at mutually convenient times or at such other
times as may be required by the court.  During and after Mr.
LaViolette’s employment, Mr. LaViolette also shall cooperate reasonably
with the Company in connection with any investigation or review of any federal,
state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while Mr. LaViolette was employed by
the Company.  Mr. LaViolette shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him in activities
performed pursuant to this paragraph, in accordance with the Company’s business
expense reimbursement policies and procedures then in effect.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (i) Remedies.

     

    (i) Repayment.  Mr.
LaViolette agrees that in the event of a breach of any of his material
obligations under this Section 6, he shall repay the Company any 2009
Separation Payment and 2010 Separation Payment paid to him pursuant to this
Agreement, up to a maximum repayment amount under this paragraph of
$3,000,000.  Mr. LaViolette acknowledges that any such payment should
not be considered to be a penalty.  Mr. LaViolette’s obligations under
this paragraph shall not be construed to limit the Company’s right to recover
additional damages for a breach of Section 6.  The parties agree
that for purposes of this paragraph, a breach shall not include a breach that
the Company reasonably determines to be insubstantial.

     

    (ii) Injunctive
Relief.  Notwithstanding the Company’s rights pursuant to the
foregoing paragraph, Mr. LaViolette acknowledges that in the event of a breach
by him of Section 6, the Company shall be entitled to an injunction to restrain
any such breach without the necessity or proving any actual damages and without
being required to post any bond.  The parties agree that for purposes
of this paragraph, a breach shall not include an inadvertent or insubstantial
breach of Section 6 by Mr. LaViolette.

     

    7. Arbitration of
Disputes.  Any controversy or claim arising out of or relating
to this Agreement or the breach thereof or otherwise arising out of Mr.
LaViolette’s employment, the termination of that employment (including, without
limitation, any claims of unlawful employment discrimination whether based on
age or otherwise) or either party’s other rights or obligations under this
Agreement shall, to the fullest extent permitted by law, be settled by
arbitration in any forum and form agreed upon by the parties or, in the absence
of such an agreement, under the auspices of the American Arbitration Association
(“AAA”) in
Boston, Massachusetts in accordance with the Employment Arbitration Rules of the
AAA, including, but not limited to, the rules and procedures applicable to the
selection of arbitrators.  Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction
thereof.  This paragraph shall be specifically enforceable.
Notwithstanding the foregoing, this paragraph shall not preclude either party
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this paragraph.

     

    8. Jurisdiction.  To
the extent that any court action is permitted consistent with or to enforce
Section 7 of this Agreement, the parties hereby agree that the Superior Court of
the Commonwealth of Massachusetts and the United States District Court for the
District of Massachusetts shall have exclusive jurisdiction of such
dispute.  Accordingly, with respect to any such court action, Mr.
LaViolette submits to the personal jurisdiction of such courts.

     

    9. Integration.  This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements between the
parties concerning such subject matter.  Mr. LaViolette acknowledges
that this Agreement resolves all matters concerning negotiation of employment
terms and compensation, including without limitation separation compensation,
that have previously been discussed between the parties.  Mr.
LaViolette further acknowledges that the April 4, 2007 Retention Agreement
between him 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    and the
Company shall have no further force or effect.   Notwithstanding
the foregoing, nothing in this Agreement shall affect either party’s rights
under the Directors and Officers Indemnification Agreement dated March 15,
1995, provided that it is acknowledged that Mr. LaViolette shall not be an
officer of the Company after June 30, 2008, nor shall this Agreement supersede
any stock option or deferred stock unit rights of Mr. LaViolette pursuant
to proper grants under Company stock option or deferred stock unit
programs.

     

    10. Assignment; Successors and
Assigns, etc.  The
Company may assign its rights under this Agreement in the event that it shall
effect reorganization, consolidate with or merge into any other corporation,
partnership, organization or other entity, or transfer all or substantially all
of its properties or assets to any other corporation, partnership, organization
or other entity.  This Agreement shall inure to the benefit of and be
binding upon Mr. LaViolette and the Company and each party’s respective
successors, executors, administrators, heirs and permitted assigns.

     

    11. Enforceability.  If
any portion or provision of this Agreement (including, without limitation, any
portion or provision of any section of this Agreement) shall to any extent be
declared illegal or unenforceable by a court of competent jurisdiction, then the
remainder of this Agreement, or the application of such portion or provision in
circumstances other than those as to which it is so declared illegal or
unenforceable, shall not be affected thereby, and each portion and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.

     

    12. Waiver.  No
waiver of any provision hereof shall be effective unless made in writing and
signed by the waiving party.  The failure of either party to require
the performance of any term or obligation of this Agreement, or the waiver by
either party of any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.

     

    13. Notices.  Any
notices, requests, demands and other communications provided for by this
Agreement shall be sufficient if in writing and delivered in person or sent by a
nationally recognized overnight courier service or by registered or certified
mail, postage prepaid, return receipt requested, to Mr. LaViolette at the last
address he has filed in writing with the Company or, in the case of the Company,
at its main offices, attention of the CEO.  Delivery by overnight
courier service shall be effective on the first business day after
mailing.  Delivery by registered or certified mail shall be effective
three (3) days after mailing.  Delivery in person shall be effective
upon delivery.

     

    14. Amendment.  This
Agreement may be amended or modified only by a written instrument signed by Mr.
LaViolette and by a duly authorized representative of the Company.

     

    15. Governing
Law.  This is a Massachusetts contract and shall be construed
under and be governed in all respects by the laws of the Commonwealth of
Massachusetts, without giving effect to the conflict of laws principles of such
Commonwealth.  With respect to any disputes concerning federal law,
such disputes shall be determined in accordance with the law as it would be
interpreted and applied by the United States Court of Appeals for the First
Circuit.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    16. Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original.  Such
counterparts shall together constitute one and the same document.

     

    IN WITNESS WHEREOF, the
parties have executed this Agreement effective as of the latest date of
execution hereof.

    


     

    
    

     

    
      	By: 	 	 	 	 	 
	 	Paul A.
      LaViolette 	 	Date 	 	 


    

     

    
Boston
Scientific corporation

     

    
      
      

       

      
        	By: 	 	 	 	 	 
	 	Lucia Luce
      Quinn 	 	Date 	 	 
	 	Its Executive Vice
      President, 	 	 	 	 
	 	

                Human
      Resources 

              	 	 	 	 


      

       

    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

     

    RELEASE
AGREEMENT

     

    I am a
party to an agreement with Boston Scientific Corporation (“BSC” or the “Company”) entitled
Transition and Separation Agreement (the “Separation
Agreement”).  I acknowledge that this is the Release Agreement
that is required by the Company pursuant to Section 4 of the Separation
Agreement as a condition of my eligibility for certain payments as specified in
the Separation Agreement (together, the “Consideration”).

     

    
      	
              1.  

            	
              Release of
      Claims.  In consideration of and in exchange for the
      commitment of the Company to provide the Consideration, I, for myself, my
      heirs, administrators, executors and assigns agree to release and forever
      discharge the Company and its subsidiaries, affiliated companies,
      successors and assigns, and the current and former employees, officers,
      directors, shareholders and agents of each of the foregoing (the “Released
      Parties”) from any and all claims, agreements, obligations,
      injuries, damages, causes of action, debts or liabilities (together “Claims”) that I
      may have or may have ever had, whether known or unknown, against any of
      the Released Parties as a result of any facts or circumstances that
      occurred or existed or of which I had notice at any time to the date of my
      execution of this Release
Agreement.

            


    

     

    This
release of Claims includes, without limitation, all Claims based on any facts or
circumstances arising out of or in any way connected with or relating to my
employment with BSC or the termination of that employment, including but not
limited to, the release of Claims of breach of contract, impairment of economic
opportunity, defamation, misrepresentation, intentional infliction of emotional
harm or other tort, or violation of the Civil Rights Act of 1866, Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the
Civil Rights Act of 1991, the Americans with Disabilities Act, the Family and
Medical Leave Act and any other federal, state or municipal statute, ordinance
or the common law relating to employment or employment discrimination, and
Claims arising out of any legal restrictions on the rights of BSC to take
employment actions, that I now have or claim to have, or which I heretofore had,
or which I may have or claim to have at any time hereafter based on actions or
omissions that occurred on or before the date of my execution of this Release
Agreement.  I also expressly waive any and all remedies that may be
available under any statute or the common law, including, without limitation,
back pay, front pay, other damages, attorney’s fees, court costs and
reinstatement.

     

    
      	
              2.  

            	
              Continuing Rights and
      Obligations.  This Release Agreement does not affect any
      rights to which I may be entitled under any Company Benefit Plans, as
      defined in the Separation Agreement, or any rights under any of the
      Company’s Long Term Incentive Plans, nor does it affect my rights under
      the Separation Agreement or the Directors and Officers Indemnification
      Agreement between the Company and me dated March 15, 1995 or under any
      Company insurance agreement or bylaw.  I acknowledge and agree
      that nothing in this Release Agreement affects the ongoing obligations
      that I may have under the Separation Agreement.  I acknowledge
      that my rights to future payments from the Company are conditioned on my
      continued compliance with such
agreements.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.  

            	
              Receipt of
      Payment.  I acknowledge that I have received payment for
      all salary, vacation pay and other compensation due to me based on my
      employment with BSC to and including the most recent regular payroll date
      of BSC preceding the date of my signing of this Release
      Agreement.  This shall not be construed to waive my right, if
      applicable, to payment of salary, vacation pay and any other employment
      compensation that was not yet due to be paid to me as of the most recent
      regular payroll date of BSC preceding the date of my signing of this
      Release Agreement.

            


    

     

    
      	
              4.  

            	
              No
      Admission.  I understand and agree that this Release
      Agreement is not to be construed as an admission of liability by the
      Released Parties.

            


    

     

    
      	
              5.  

            	
              Consideration of
      Release Agreement.  I understand that I have had the
      opportunity, if I so desired, to take up to twenty-one (21) days to
      consider this Release Agreement.  I agree that any
      modifications, material or otherwise, made to this Release Agreement do
      not restart or affect in any manner the original twenty-one (21) day
      consideration period.  I further acknowledge that I have been
      advised to consult with an attorney prior to executing this Release
      Agreement.

            


    

     

    
      	
              6.  

            	
              Revocation
      Period.  I understand that I will have seven (7) days
      following my signing of this Release Agreement in which to revoke this
      Release Agreement by a written notice to be received by the Company’s
      Executive Vice President of Human Resources no later than the end of such
      seven-day period.  I understand that at this Release Agreement
      shall not become effective until the revocation period has
      expired.

            


    

     

    
      	
              7.  

            	
              Governing
      Law.  I agree that this Release Agreement shall be
      interpreted and enforced in accordance with the internal laws of the
      Commonwealth of Massachusetts.

            


    

     

    
      	
              8.  

            	
              Full Review of Release
      Agreement.  My signature below confirms that I have
      carefully read and reviewed this Release Agreement.  I fully
      understand all of its terms and conditions and have not relied upon any
      other representations by the Company or the employees or agents of the
      Company concerning the terms of this Release Agreement.  I
      execute and deliver this Release Agreement freely and
      voluntarily.

            


    

     

     

    UNDERSTOOD,
ACCEPTED AND AGREED

    


    
       

      
        	 	 	 	 	 
	Paul A.
      LaViolette 	 	Date