www.EXFILE.com  888.775-4789    BOSTON SCIENTIFIC -- EXHIBIT 10.1 TO FORM 8-K   14506


     

    EXHIBIT
      10.1


    


    May
      10,
      2006

    


    Donald
      S.
      Baim, M.D.

     

    
 

    Dear
      Don:

    


    On
      behalf
      of Boston Scientific Corporation and its Executive Committee, we are very
      pleased to confirm our offer of employment to you. Your Boston Scientific title
      will be Senior Vice President, Chief Medical and Scientific Officer. You will
      report to Paul LaViolette, Chief Operating Officer. As part of this offer,
      we
      are recommending your nomination (subject to Board approval) as a member of
      Boston Scientific’s Executive Committee. We look forward to a productive and
      successful working relationship and to your formal acceptance of this offer
      of
      employment.

    


    This
      letter, the enclosed Employee Agreement and Code of Conduct summarize our
      understanding of the terms of your employment and provide you the means to
      accept our offer as described.

    


    SIGN-ON
      BONUS

    Boston
      Scientific will provide you with a “one-time” signing bonus of $100,000 (gross
      amount), one half to be paid at the end of July 2006 and the remaining half
      at
      the end of January 2007. You must be employed by Boston Scientific to receive
      the sign-on bonus.

     

    COMPENSATION

    Through
      annual and long-term programs, Boston Scientific's compensation programs provide
      our employees with significant compensation opportunities on a pay for
      performance basis. The objective of these programs is to recognize and reward
      both individual and company performance.

    


    Base
      Salary:
      Base
      gross salary for this position will be $19,230.77, currently payable
      bi-weekly, equivalent to $500,000 on an annualized basis. Your performance
      and
      compensation will generally be reviewed on an annual basis. The Boston
      Scientific performance year currently runs from January 1 through December
      31 of
      each year. If your date of employment is on or before November 1, you are
      eligible to participate in the current year’s performance and compensation
      review based on your manager’s assessment of your performance. Any compensation
      change will be prorated based on your date of employment. If your date of
      employment is after November 1, your first performance and compensation review
      will occur in the following year.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Performance
      Incentive Plan: The
      Boston Scientific performance year currently runs from January 1 through
      December 31 of each year. The Performance Incentive Plan provides employees
      with
      the opportunity for a variable financial incentive in recognition of individual
      and company performance in a given year. If your date of employment is on or
      before November 1, you are eligible to participate in the annual Performance
      Incentive Plan beginning this year and any incentive payment will be prorated
      based on your date of employment. If your date of employment is after November
      1, you are eligible to participate the following year under the terms of that
      plan. Per the current plan, your annual target incentive is 75% of
      base
      salary. Your actual award will be based on your achievement of individual goals
      and the company's achievement of corporate performance goals. However, in your
      case, you will receive a guaranteed minimum payment of $375,000 for 2006,
      reflecting a projected 100% individual and company performance. Under the
      current plan, you must be an active employee on December 31 of the then current
      year to be eligible for payment. A copy of the 2006 Performance Incentive Plan
      is enclosed for your information.

     

    Executive
      Allowance Plan:
      As a
      member of the Executive Committee, you will be eligible to participate in the
      Boston Scientific Executive Allowance Plan. Under this Plan, you will receive
      $25,000 annually in lieu of certain other perquisites. This payment is subject
      to applicable withholdings and is typically payable in two equal installments
      of
      $12,500 each in the last pay periods of the months of June and December (except
      for 2006, which will be prorated). A copy of Boston Scientific’s Executive
      Allowance Plan is attached for your information.

     

    Equity:
      As part
      of this offer of employment, we are also recommending that you be granted an
      option to purchase 50,000 shares of Boston Scientific common stock and given
      an
      award of 50,000 Deferred Stock Units (“DSUs”). The stock option grant and DSU
      award will be made pursuant to one of the Boston Scientific Long Term Incentive
      Plans. Our Long Term Incentive Plans are designed to share the rewards of the
      business with individuals who most significantly contribute to the achievement
      of the company’s strategic and operating goals. The option grant, which must be
      submitted to the Compensation Committee for approval, will provide you with
      the
      opportunity to purchase shares of Boston Scientific common stock. The grant
      date
      and exercise price per share will be set on the later of your actual hire date
      or the date the recommendation is formally approved. The option grant will
      vest
      in four equal annual installments beginning on the first anniversary of the
      date
      of grant and will expire on the 10th
      anniversary of the grant date. In all other respects the option grant will
      be
      subject to the provisions of the applicable Long Term Incentive Plan and
      Non-Qualified Stock Option Agreement except that all options granted will fully
      vest in the event of (i) a company-initiated termination from employment for
      reasons other than cause or (ii) your decision to terminate your employment
      for
      good reason during the four-year vesting period. The DSU award, which must
      also
      be submitted to the Compensation Committee for approval, gives you the right
      to
      receive shares of Boston Scientific common stock (less applicable tax and other
      withholdings) to be issued to you in three equal annual increments beginning
      on
      the first anniversary of the date of the grant. This award is subject to all
      provisions of the applicable Long Term Incentive Plan and Deferred Stock Unit
      Agreement except that all units awarded will fully vest in the event of (i)
      a
      company-initiated termination from employment for reasons other than for cause
      or (ii) your decision to terminate your employment for good reason during the
      three-year vesting period. On an ongoing basis, you will be eligible to


    
 

    
      
        
        

      

      
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    participate
      in Boston Scientific’s annual Long-Term Incentive Program to the extent that it
      is offered and you meet the eligibility criteria, including but not limited
      to,
      an expected level of performance consistent with your position and level of
      responsibility at Boston Scientific.

     

    BENEFITS

    Enclosed
      is descriptive literature regarding Boston Scientific's current benefit
      programs. You should review this information prior to your start date so you
      are
      prepared to enroll within your first 31 days of employment. Please understand
      that the company reserves the right to unilaterally amend or terminate any
      of
      these programs, or to require or change employee premium contributions toward
      any benefits.

    


    Executive
      Retirement Plan:
      As a
      member of the Executive Committee, if you “Retire” from Boston Scientific (as
      that term is defined in our Executive Retirement Plan), you may be eligible
      to
      receive certain benefits provided in that Plan, including a lump sum payment
      equal to 2.5 months of base salary times your years of service, subject to
      a
      maximum benefit of 36 months. A copy of Boston Scientific’s Executive Retirement
      Plan is attached for your information.

    


    Boston
      Scientific Retention and Indemnification Agreements:
      Boston
      Scientific also provides retention and indemnification agreements to its key
      executives. In general, the retention agreement entitles you as a member of
      our
      Executive Committee to a lump sum payment of three times your base salary and
      assumed on-plan incentive bonus if either your employment is terminated (other
      than for cause) or if your duties are diminished following a change in control
      of Boston Scientific. Indemnification by Boston Scientific is also extended
      to
      key executives for liability arising in the proper performance of one’s
      responsibilities as an executive officer of Boston Scientific. A form of each
      agreement is attached for your information.

    


    INTERACTIONS
      WITH OTHER COMPANIES

    With
      respect to the companies listed on Attachment A to this letter, subject to
      the
      approval of the Audit Committee of our Board of Directors to waive conflicts
      of
      interest, Boston Scientific agrees that during your employment by Boston
      Scientific, you may continue your present association with and/or investment
      in
      these companies, provided that you agree to recuse yourself from all involvement
      in any type of activity, including without limitation discussions,
      correspondence, review of documents, deliberations, recommendations,
      decision-making and access to information (collectively the “Carve-out
      Activity”) to the extent that the Carve-out Activity relates to or is
      competitive with Boston Scientific, either directly or indirectly.

    


    With
      respect to any companies not listed on Attachment A and with which you would
      like to enter a future association or in which you would like to invest, you
      agree that during your employment by Boston Scientific, Boston Scientific
      retains the right to preapprove or reject your relationship with these
      companies, subject to the Carve-out Activities in all cases, based on Boston
      Scientific’s usual conflicts of interest standards (as described in the enclosed
      Code of Conduct) and subject to the agreement of Paul LaViolette, who will
      also
      use your then-current workload as a primary criterion.

    


    
      
        
        

      

      
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    For
      a
      two-year post-termination of employment period, you will not involve yourself
      in
      any of the Carve-Out Activities with respect to the companies listed on
      Attachment A to this letter without Boston Scientific’s prior approval, which
      approval will not be unreasonably withheld.

    


    AUTHORIZATION
      TO WORK

    Please
      note that this offer of employment is contingent upon your ability to provide,
      on your first day of employment, a completed I-9 form and acceptable original
      documents that will establish your identity and authorization to work in the
      U.S. in compliance with the Immigration Reform and Control Act of 1986, a
      federal law. Please see the enclosed document "Orientation for New Hires" for
      a
      list of acceptable identification documents. It
      is Boston Scientific's practice to require that these original identification
      documents be presented on the first day of employment, so please remember to
      bring them.

    


    EMPLOYMENT
      AT WILL

    Upon
      acceptance of this offer and your active start of employment, you will become
      an
      "at will" employee of Boston Scientific. This means that you will be free to
      resign at any time. Likewise, Boston Scientific will have the right to terminate
      your employment at any time with or without reason or notice. Acceptance of
      this
      offer acknowledges your understanding and acceptance of the "at will" nature
      of
      your employment.

    


    ACCEPTANCE

    This
      offer letter is contingent upon the following:

    
      	·   
               	
              Successful
                completion of reference and background checks,
                as
                applicable;

            


    

    
      	·   
               	
              An
                acceptance date no later than May
                31, 2006;

            


    

    
      	·     	
              A
                start date to be mutually agreed upon, but no later than July
                5, 2006;
                and

            


    

    
      	·   
               	
              Your
                immediate return of all completed, signed paperwork listed on the
                enclosed
                New Employee Checklist, including but not limited to the Employee
                Agreement, so that Boston Scientific receives it four (4) business
                days
                before your start date.

            


    

    


    


    


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    Please
      indicate your acceptance of this offer of employment and agreement with the
      terms described in the enclosed documents by
      completing, signing and returning all enclosed paperwork at least four (4)
      business days before your start date. The
      Code
      of Conduct, Benefits Literature and policy documents should be retained by
      you
      for your records.

    


    Don,
      we
      believe that the opportunity here with Boston Scientific will be a mutually
      rewarding one and we look forward to your acceptance of this offer.

    


    


    Sincerely,

    


    

      
        	
                Paul
                  LaViolette

              	 	
                Lucia
                  Luce Quinn

              
	
                Chief
                  Operating Officer

              	 	
                Executive
                  Vice President,

              
	 	 	
                Human
                  Resources

              
	 	 	 


      



    Agreed
      to
      and Accepted by____________________________________
      Date:_____________

    


    Enclosures:
      

    Employee
      Agreement

    Benefits
      Literature

    Code
      of
      Conduct

    New
      Employee Checklist/Forms/Equal Employment Policy Statement

    Policy
      Against Harassment

    Orientation
      for New Hires

    Performance
      Incentive Plan

    Executive
      Allowance Plan

    Executive
      Retirement Plan

    Retention
      Agreement

    Indemnification
      Agreement

    Attachment
      A

    


     

    
      
        
        

      

      
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