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    EXHIBIT
      10.1

    


    


    2007
      PERFORMANCE INCENTIVE PLAN

    


     

    
      	
              I.

            	
              Purpose
                of the Plan

            


    

     

    The
      purpose of the Plan is to align Boston Scientific and employee interests by
      providing incentives for the achievement of key business milestones and
      individual performance objectives that are critical to the success of Boston
      Scientific. To this end, individual performance objectives are established
      during the annual goal setting process.  All incentive eligible
      employees are required to develop a set of written, measurable, annual goals
      that are agreed to and approved by their direct manager as part of the
      Performance Achievement and Development Review (PADR) process. Goal setting
      should be completed within the required time
      frame.

     

     

    
      	
              II.

            	
              Eligible
                Participants

            


    

     

    The
      Plan
      year runs from January 1 – December 31.  The Plan covers all United
      States employees determined by Boston Scientific to be regular salaried exempt
      (excluding all term employees) employees who are ineligible for commissions
      under any sales compensation plan. The Plan also covers those Boston Scientific
      International and expatriate/inpatriate employees selected by Boston Scientific
      for participation. The Plan does not include any other employees, including
      those in positions covered by sales compensation plans. The plan also does
      not
      include any employees who are eligible for any other Boston Scientific incentive
      plan or program unless the terms of that plan or program expressly permit
      participation in both that plan or program and this Plan. Employees who meet
      the
      above eligibility criteria and who have at least two full months of eligible
      service during the Plan year may participate in the Plan on a prorated basis,
      proration to be based on the percentage of time the employee was eligible to
      participate under all applicable criteria and in the following circumstances:
      if
      (1) they have less than one year of eligibility during the Plan year, or (2)
      they have changed their business unit during the Plan year.  Employees
      who have less than two full months of eligible service during the Plan year
      are
      not eligible to participate in the Plan. Boston Scientific may review Plan
      participation eligibility criteria from time to time and may revise such
      criteria at any time, even within a Plan year, with or without notice and within
      its sole discretion.

     

    Employees
      and managers of those employees who do not timely complete the annual PADR
      goal
      setting process in a given calendar incentive year will be ineligible to
      participate in the Plan for that year.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              III.

            	
              Boston
                Scientific Performance Measures and Incentive Pool
                Funding

            


    

     

     

    There
      will be five measurement periods during the Plan year (one for each of the
      four
      calendar quarters and one for the annual Plan year).  For each
      measurement period, the Boston Scientific Executive Committee will identify
      critical performance measures and the weighting of total Boston Scientific
      and
      Group/Division/Region/Country performance (See Performance Measurements and
      Funding document), as well as the incentive pool funding that will be
      established for each level of Boston Scientific and
      Group/Division/Region/Country performance.  Each measurement period’s
      performance will be measured against its targets and will be evaluated and
      funded separately.  The total annual funding will be the sum of the
      funding for each of the five measurement periods.

     

    The
      performance of the operating plants and distribution centers (“Operations”) will
      be measured during the five measurement periods on a year to date basis against
      annual goals; that is, new goals will not be established by measurement
      period.  A scorecard has been developed to track leading performance
      metrics for each plant and distribution center. The total funding will be based
      on cumulative BSC sales, quality and net income funding for each measurement
      period, plus the latest year to date plant/distribution center metrics and
      funding.  Since goals are set on an annual basis, over or under
      operations metrics achievement in a given measurement period can be offset
      by
      subsequent measurement periods reflected in the latest year to date cumulative
      results.

     

    Except
      as
      noted herein, any payments due to plan participants will be made by March 29,
      of
      the year following the Plan year. Incentive payments are typically paid in
      one
      installment.  The unweighted funding levels for Boston Scientific and
      Group/Division/Region/Country and Operations performance will be based on the
      Performance Funding outlined in the Performance Measures and Funding
      document.

     

    The
      Boston Scientific Executive Committee has sole authority over administration
      and
      interpretation of the Plan and retains its right to exercise discretion as
      it
      sees fit.  The Boston Scientific Executive Committee will recommend
      the level of Plan funding to the Board of Directors for its
      approval.  Subject to the Board’s approval, the incentive payment for
      any participant will be based upon the overall funding available and the
      employee’s overall individual performance relative to other Plan eligible
      employees in the applicable business unit, as determined by Boston
      Scientific.

     

     

    
      	
              IV.

            	
              Incentive
                Targets

            


    

     

    Incentive
      targets have been established for all eligible participants. These incentive
      targets represent the incentive (as a percent of base salary) that an individual
      is eligible to receive.  Funding calculation examples are contained in
      the Performance Measures and Funding document.

     

    The
      incentive pool (see Performance Measures and Funding document) is funded by
      a
      weighted combination of Boston Scientific’s overall performance and the
      applicable 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Group/Division/Region/Country/Operations
      performance.  All incentive eligible employees must have established
      annual goals agreed to by their direct manager and which link to their
      appropriate level of accountability.  An individual participant’s
      incentive payment will be determined based on an assessment of the overall
      individual performance contribution in the context of the applicable incentive
      pool(s).

     

    It
      is
      Boston Scientific’s aim to provide significant incentive and reward
      opportunities to employees for world-class performance
      achievement.  Since our business goals (e.g., sales, profit) are
      normally set at a level above our business competitors (aggressive but
      realistic), we have set our incentive targets aggressively as well. The
      incentive pool for Corporate/business unit performance may be funded as high
      as
      120% of target for the calendar quarter measurement periods and 200% of target
      for the annual measurement period. Above market rewards can be earned for above
      market performance.

     

    See
      Performance Measures and Funding document for an Incentive Calculation example.
      Except as noted, nothing in this plan guarantees any incentive payment will
      be
      made to any individual. Receipt of an incentive payment in one year does not
      guarantee eligibility in any future year

    


    
      	
              V.

            	
              Individual
                Incentive Payments

            


    

     

    The
      incentive payment for any eligible employee may vary from the approved and
      applicable incentive pool funding based on that individual’s overall performance
      and achievement of objectives relative to other eligible employees in the
      applicable business unit.  However, the total of incentive payments to
      all eligible individuals may not exceed the total applicable funding
      pool(s).

     

     

    
      	
              VI.

            	
              Payment
                Criteria

            


    

     

    A
      participant must be employed by Boston Scientific on December 31 of the Plan
      year to be eligible to receive any award pay-out under the Plan.  For
      example, a participant who is not required to report to work during any
      notification period applicable under any Boston Scientific severance or
      separation plan, but who is still an employee on December 31, will remain
      eligible to receive any award pay-out under the Plan.  A participant
      who specifically has been exempted under a specially designed, written Boston
      Scientific plan or program from the requirement to be employed on December
      31
      may remain eligible, depending on the terms of the applicable written plan
      document; in such cases, the terms of such written plan document will govern
      in
      all respects, including as to eligibility, timing and amount of any incentive
      payment.  Notwithstanding anything herein, this Plan does not confer
      eligibility on any employee on leave of absence status.  Also
      notwithstanding anything herein, a participant whose employment ceases prior
      to
      December 31 of the Plan year but who has otherwise met all Plan eligibility
      criteria and who, as of the date of such cessation of employment, (1), has
      attained age 50, (2) has accrued at least five years of service with Boston
      Scientific; and (3) whose age and years of service as of such date equals or
      exceeds 62, may participate in the Plan on a prorated 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    basis,
      proration to be based on the percentage of time the participant was employed
      and
      eligible to participate under all applicable criteria; further, a participant
      whose employment ceases prior to December 31 of the Plan year by reason of
      death
      but who otherwise met all Plan eligibility criteria may participate in the
      Plan
      on a prorated basis, proration to be based on the percentage of time the
      participant was employed and eligible to participate under the applicable
      criteria.

     

    Except
      as
      noted above, all incentive payments will be based on a participant’s salary and
      incentive target as of December 31 of the Plan year.  Incentive
      payments will be made by March 29 of the year following the Plan
      year.

     

     

    
      	
              VII.

            	
              Incentive
                Compensation Recoupment
                Policy

            


    

    


    Effective
      for compensation awards made on or after February 20, 2007, to the extent
      permitted by governing law, the Board will seek reimbursement of incentive
      compensation paid to any executive officer in the event of a restatement of
      the
      Company’s financial results that reduced a previously granted award’s size or
      payment.  In that event, we will seek to recover the amount of the
      performance incentive award paid to the executive officers which is in excess
      of
      the amounts that would have been paid based on the restated financial
      results.

    


    


    
      	
              VIII.

            	
              Termination,
                Suspension or Modification and Interpretation of the
                Plan

            


    

     

    Boston
      Scientific may terminate, suspend or modify and if suspended, may reinstate
      with
      or without modification all or part of the Plan at any time, with or without
      notice to the participant.  Boston Scientific reserves the exclusive
      right to determine eligibility to participate in this Plan and to interpret
      all
      applicable terms and conditions, including eligibility criteria.

     

     

    
      	
              IX.

            	
              Other

            


    

     

    This
      document sets forth the terms of the Plan and is not intended to be a contract
      or employment agreement between the participant and Boston
      Scientific.  As applicable, it is understood that both the participant
      and Boston Scientific have the right to terminate the participant’s employment
      with Boston Scientific at any time, with or without cause and with or without
      notice, in acknowledgement of the fact that their employment relationship is
“at
      will.”