WWW.EXFILE.COM, INC. -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.1 TO FORM 10-Q


    EXHIBIT
      10.1


    


    


    


    


    Boston
      Scientific Corporation

    


    2003
      Long-Term Incentive Plan

    


    Deferred
      Stock Unit Award

    


    June
      5, 2007

    


    


    


    


    


    Samuel
      R. Leno

    


    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    PLEASE
      RETAIN FOR YOUR RECORDS

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    BOSTON
      SCIENTIFIC CORPORATION

    


    DEFERRED
      STOCK UNIT AWARD

    


    


    This
      Agreement dated as of the 5th of June,
      2007 (the
“Grant Date”) is by and between Boston Scientific Corporation, a Delaware
      corporation (the “Company”)
      and the
“Participant”, an employee of the Company or any of its affiliates or
      subsidiaries.  All capitalized terms not otherwise defined herein
      shall have the meaning ascribed thereto in the Company’s Long-Term
      Incentive Plan set forth on the Signature Page of this Agreement (the
“Plan”).

    


    1.           Grant
      of Award.  The Company hereby awards to the Participant that
      number of Deferred Stock Units set forth on the Signature Page of this Agreement
      (the “Award”), each Deferred Stock Unit representing the Company’s commitment to
      issue to Participant one share of the Company’s common stock, par value $.01 per
      share (the “Stock”), subject to certain eligibility and other conditions set
      forth herein.  The Award is granted pursuant to and is subject to the
      terms and conditions of this Agreement and the provisions of the
      Plan.

    


    2.           Eligibility
      Conditions upon Award of Units.  The Participant hereby
      acknowledges and agrees that the Units awarded hereunder are subject to certain
      eligibility and other conditions set forth herein and in the Plan.

    


    3.           Satisfaction
      of Conditions.  Except as otherwise provided in Section 5 hereof
      (relating to death of the Participant), Section 6 hereof (relating to Retirement
      or Disability of the Participant) and Section 8 hereof (relating to Change
      in
      Control of the Company), the Company shall deliver shares of Stock in the
      amounts set forth on the signature page hereof subject to the eligibility
      conditions described in Section 7 hereof in approximately equal annual
      installments on each of the five anniversaries of the date first set forth
      above, beginning on the first anniversary of the date of grant.  No
      shares of Stock shall otherwise be issued to Participant prior to the date
      on
      which the Units vest.

    


    4.           Participant’s
      Rights in Stock.  The shares of Stock if and when issued hereunder
      shall be registered in the name of the Participant and evidenced in the manner
      as the Company may determine.  During the period prior to the issuance
      of Stock, the Participant will have no rights of a stockholder of the Company
      with respect to the Stock, including no right to receive dividends or vote
      the
      shares of Stock.

    


    5.           Death.  Upon
      the death of the Participant while employed by the Company and its affiliates
      or
      subsidiaries, the Company will issue to the Participant or beneficiary of the
      Participant as set forth under the provisions of the Company’s program of life


     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    insurance
      for employees, any shares of Stock to be awarded to Participant hereunder that
      remain subject to eligibility conditions.

    


    6.           Retirement
      or Disability.  In the event of the Participant’s Retirement or
      Disability, the Company will issue to Participant any shares of Stock to be
      awarded hereunder that remain subject to eligibility conditions.  For
      purposes of this Agreement, Retirement shall mean (i) Participant’s termination
      from employment at the Company for any reason (other than for Cause (defined
      below)), provided Participant has completed at least three (3) years of service
      with the Company, or (ii) Participant’s involuntary termination from the Company
      (other than for Cause (as defined below)).  For purposes of this
      Agreement, “Cause” shall mean:  (a) conduct constituting a material
      act of misconduct in connection with the performance of Participant’s duties; or
      (b) criminal or civil conviction, a plea of nolo contendere or conduct
      that would reasonably be expected to result in material injury to the reputation
      of the Company if Participant were retained in his position with the
      Company.  In addition, “Disability” shall mean permanent and total
      disability as determined under the Company’s long-term disability program for
      employees then in effect, provided that such disability also meets the
      requirements of Section 409A(a)(2)(C).

     

    
      7.           Change
        in Control of the Company.  In the event of a Change in Control of
        the Company, the Company will issue to Participant any shares of Stock to
        be
        awarded hereunder that remain subject to eligibility conditions.

      


      8.           Other
        Termination of Employment -- Eligibility Conditions.  If the
        Participant voluntarily terminates his employment with the Company prior
        to
        completing three (3) years of service with the Company, any Units that remain
        subject to eligibility conditions shall be void and no Stock shall be issued
        with respect thereto.  Except as provided in Sections 5, 6 and 7,
        eligibility to be issued shares of Stock is conditioned on Participant’s
        continuous employment with the Company through and on the applicable anniversary
        of the date set forth in Section 3 above.

       

    

    9.           Consideration
      for Stock.  The shares of Stock are intended to be issued for no
      cash consideration.

    


    10.         Delivery
      of Stock.  The Company shall not be obligated to deliver any
      shares of Stock to be awarded hereunder until (i) all federal and state laws
      and
      regulations as the Company may deem applicable have been complied with; (ii)
      the
      shares have been listed or authorized for listing upon official notice to the
      New York Stock Exchange, Inc. or have otherwise been
      accorded trading privileges; and (iii) all other legal matters in connection
      with the issuance and delivery of the shares have been approved by the Company’s
      legal department.

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.          Tax
      Withholding.  The Participant shall be responsible for the payment
      of any taxes of any kind required by any national or local law to be paid with
      respect to the Units or the shares of Stock to be awarded hereunder, including,
      without limitation, the payment of any applicable withholding, income, social
      and similar taxes or obligations.  Except as otherwise provided in
      this Section, upon the issuance of Stock or the satisfaction of any eligibility
      condition with
      respect to the Stock to be issued hereunder, the Company shall hold back from
      the total number of shares of Stock to be delivered to the Participant, and
      shall cause to be transferred to the Company, whole shares of Stock having
      a
      Fair Market Value on the date the shares are subject to issuance an amount
      as
      nearly as possible equal to (rounded to the next whole share) the Company’s
      withholding, income, social and similar tax obligations
      with respect to the Stock.  To the extent of the Fair Market Value of
      the withheld shares, Participant shall be deemed to have satisfied Participant’s
      responsibility under this Section 11 to pay these obligations.  The
      Participant shall satisfy Participant’s responsibility to pay any other
      withholding, income, social or similar tax obligations with respect to the
      Stock, and (subject to such rules as the Executive Compensation and Human
      Resources Committee of the Board of Directors (the
      “Committee”) may prescribe) may satisfy Participant’s responsibility to pay the
      tax obligations described in the immediately preceding sentence, by so
      indicating to the Company in writing at least thirty (30) days prior to the
      date
      the shares of Stock are subject to issuance and paying the amount of these
      tax
      obligations in cash to the Company within ten (10) business days following
      the
      date the Units vest or by making other arrangements satisfactory to the
      Committee for payment of these obligations.  In no event shall whole
      shares be withheld by or delivered to the Company in satisfaction of tax
      withholding requirements in excess of the maximum statutory tax withholding
      required by law.  The Participant agrees to indemnify the Company
      against any and all liabilities, damages, costs and expenses that the Company
      may hereafter incur, suffer or be required to pay with respect to the payment
      or
      withholding of any taxes.  The obligations of the Company under this
      Agreement and the Plan shall be conditional upon such payment or arrangements,
      and the Company shall, to the extent permitted by law, have the right to deduct
      any such taxes from any payment of any kind otherwise due to the
      Participant.

     

    12.           Investment
      Intent.  The Participant acknowledges that the acquisition of the
      Stock to be issued hereunder is for investment purposes without a view to
      distribution thereof.

    


    13.           Limits
      on Transferability.  Until the eligibility conditions of this
      Award have been satisfied and shares of Stock have been issued in accordance
      with the terms of this Agreement or by action of the Committee, the Units
      awarded hereunder are not transferable and shall not be sold, transferred,
      assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered
      by the Participant.  Transfers of shares of Stock by the Participant
      are subject to the Company’s Stock Trading Policy.

    


    14.           Award
      Subject to the Plan.  The Award made hereunder is subject to the
      terms and conditions of this Agreement and the Plan, and the Participant agrees
      to be 

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    bound
      by
      the terms and conditions of the Agreement and the Plan.  The terms and
      provisions of the Plan as it may be amended from time to time are hereby
      incorporated herein by reference.  This Agreement contains terms and
      provisions established by the Committee specifically for the Award described
      herein.  In all other instances, in the event of a conflict between
      any term or provision contained in this Agreement and a term or provision of
      the
      Plan, the applicable terms and conditions of the Plan shall
      govern.  However, no amendment of the Plan after the date hereof may
      adversely alter the rights of the Participant under this Agreement without
      the
      consent of the Participant.

    


    15.           No
      Rights to Continued Employment.  The Company’s intent to grant the
      shares of Stock hereunder shall not confer upon the Participant any right to
      continued employment or other association with the Company or any of its
      affiliates or subsidiaries; and this Award shall not be construed in any way
      to
      limit the right of the Company or any of its subsidiaries or affiliates to
      terminate the employment or other association of the Participant with the
      Company or to change the terms of such employment or association at any
      time.

    


    16.           Legal
      Notices.  Any legal notice necessary under this Agreement shall be
      addressed to the Company in care of its General Counsel at the principal
      executive offices of the Company and to the Participant at the address appearing
      in the personnel records of the Company for such Participant or to either party
      at such other address as either party may designate in writing to the
      other.  Any such notice shall be deemed effective upon receipt thereof
      by the addressee.

    


    17.           Governing
      Law.  The interpretation, performance and enforcement of this
      Agreement shall be governed by the laws of The Commonwealth of Massachusetts
      (without regard to the conflict of laws principles thereof) and applicable
      federal laws.

    


    18.           Headings.  The
      headings contained in this Agreement are for convenience only and shall not
      affect the meaning or interpretation of this Agreement.

    


    19.           Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original and all of which together shall be deemed to the one
      and the same instrument.

    


    


    


    


    [remainder
      of  page intentionally left blank]

    


    


    


    


     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    SIGNATURE
      PAGE

    


    IN
      WITNESS WHEREOF, the Company, by its
      duly authorized officer, has executed and delivered this Agreement as a sealed
      instrument as of the date and year first above written.

    


    PLAN:  2003
      LONG-TERM INCENTIVE PLAN

    


    Number
      of
      Deferred Stock Units:  500,000

    


    Issuance
      Schedule:

    
       

      
        	
                20%

              	 	
                100,000
                  shares

              	 	
                June
                  5, 2008

              
	
                20%

              	 	
                
                  100,000
                    shares

                

              	 	
                June
                  5, 2009

              
	
                20%

              	 	
                
                  100,000
                    shares

                

              	 	
                June
                  5, 2010

              
	
                20%

              	 	
                
                  100,000
                    shares

                

              	 	
                June
                  5, 2011

              
	
                20%

              	 	
                100,000
                  shares

              	 	
                June
                  5, 2012

              


      

      


    

     

     

    


    
      	 	
              PARTICIPANT

              


              


              


              ___________________________________

              Samuel
                R. Leno

              


               

               

               

              
 

              


              BOSTON
                SCIENTIFIC CORPORATION

              


              
 

              


              By:  ________________________________

              James
                R. Tobin, President and

              Chief
                Executive Officer