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    EXHIBIT
      10.1

     

    

      
        	
                
                  

              	 	
                Performance
                  Incentive Plan (“Plan”)

                Performance
                  Period January 1 - December 31

                Rev.
                  Jan 1, 2007

              


      


      
         

      

    

    
      	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; (2) their incentive target percent has
        changed during the Plan year; (3) their salary has changed during the Plan
        year;
        or (4) 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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        
          	
                  
                    

                	 	
                  Performance
                    Incentive Plan (“Plan”)

                  Performance
                    Period January 1 - December 31

                  Rev.
                    Jan 1,
                    2007

                


        



      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 average 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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        
          	
                  
                    

                	 	
                  Performance
                    Incentive Plan (“Plan”)

                  Performance
                    Period January 1 - December 31

                  Rev.
                    Jan 1, 2007

                


        



      
        	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 average
        salary level for the Plan year. Incentive
        payments will be made by March 29 of the year following the Plan year.


       

       

      
        	VII.	
                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.

       

       

      
        	VIII.	
                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.”