CHANGE IN CONTROL

                      OPTION VESTING ACCELERATION AGREEMENT

         This change in control  option  vesting  acceleration  agreement  (this
"Agreement")  is made  this  ____  day of  ____________,  1997,  by and  between
Arterial   Vascular   Engineering,   Inc.  (the   "Company")  and   ____________
("Employee").

         WHEREAS, Employee has recently been employed as the ___________________
of the Company; and

         WHEREAS,  the Company wishes to arrange for the continued  availability
of Employee's services to the Company; and

         WHEREAS, Employee desires to serve the Company.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the Company and Employee enter into this Agreement.

                                    ARTICLE 1
                                   DEFINITIONS

         For  purposes  of the  Agreement,  the  following  terms shall have the
meanings set forth below:

         1.1 "Annual Base  Salary"  means  Employee's  annual base salary at the
rate in effect during the last regularly  scheduled  payroll period  immediately
preceding (i) the Change in Control or (ii) the Covered  Termination,  whichever
is greater.

         1.2 "Change in Control"  means the  occurrence  of any of the following
events:

                           (a) (i) the  stockholders  of the  Company  approve a
merger or consolidation of the Company with any other corporation,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  fifty  percent  (50%)  or more  of the  total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding  immediately  after  such  merger  or  consolidation,  or  (ii)  the
stockholders  of the Company approve either a plan of liquidation or dissolution
of the Company or an agreement for the sale,  lease,  exchange or other transfer
or  disposition  by the Company of fifty  percent (50%) or more of the Company's
assets;

                           (b) any  person  (as  such  term is used in  Sections
13(d)  and  14(d) of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act")), is or becomes the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act), directly or indirectly, of fifty percent (50%) or
more of the Company's outstanding common stock; or

<PAGE>

                           (c) a  change  in the  composition  of the  Company's
Board of Directors (the "Board") within a three (3)-year period,  as a result of
which fewer than a majority of the directors are Incumbent Directors. "Incumbent
Directors" shall mean directors who (i) are directors of the Company on the date
of this Agreement or (ii) are directors that were nominated by the Company.

         Notwithstanding the foregoing,  "Incumbent Directors" shall not include
an individual  whose  election or nomination is in connection  with an actual or
threatened proxy contest relating to the election of directors to the Company.

         1.3  "Constructive  Termination"  means that the  Employee  voluntarily
terminates  his  employment  after any of the following are  undertaken  without
Employee's express written consent:

                           (a) the  assignment  to  Employee  of any  duties  or
responsibilities  which result in any diminution or adverse change of Employee's
position,  status or circumstances of employment as in effect  immediately prior
to a Change in Control of the Company;  a change in Employee's titles or offices
as in effect  immediately  prior to a Change in  Control  of the  Company  which
results in any  diminution or adverse change of Employee's  position,  status or
circumstances  of employment;  or any removal of Employee from or any failure to
re-elect  Employee  to any of such  positions,  except  in  connection  with the
termination  of  his  employment  for  death,  disability,   retirement,  fraud,
misappropriation,  embezzlement or any other voluntary termination of employment
by Employee other than a Constructive Termination;

                           (b) a reduction by the Company in  Employee's  Annual
Base Salary by greater than ten (10) percent;

                           (c) any  failure by the Company to continue in effect
any benefit plan or arrangement,  including  incentive plans or plans to receive
securities of the Company,  in which Employee is  participating at the time of a
Change in Control of the Company  (hereinafter  referred to as "Benefit Plans"),
or the taking of any action by the  Company  which  would  materially  adversely
affect  Employee's  participation  in or reduce  Employee's  benefits  under the
Benefit Plans or deprive  Employee of any fringe benefit  enjoyed by Employee at
the time of a Change in  Control  of the  Company;  provided,  however,  that no
Constructive  Termination shall be deemed to occur following a Change in Control
of the  Company  if the  Company  offers a range of benefit  plans and  programs
which,  taken as a whole,  are  comparable to the Benefit Plans as determined in
good faith by the Company;

                           (d)  a  relocation  of  Employee,  or  the  Company's
principal  offices  if  Employee's  principal  office is at such  offices,  to a
location  more than forty (40) miles from the  location  at which  Employee  was
performing  his duties prior to a Change in Control of the  Company,  except for
required travel by Employee on the Company's business to an extent substantially
consistent with Employee's  business travel  obligations at the time of a Change
in Control of the Company;



                                       2

<PAGE>

                           (e)  any  material  breach  by  the  Company  of  any
provision of this Agreement; or

                           (f)  any   failure  by  the  Company  to  obtain  the
assumption of this Agreement by any successor or assign of the Company.

         1.4  "Covered  Termination"  means  an  Involuntary  Termination  or  a
Constructive  Termination occurring in either case within one (1) year following
a Change in Control.  No other event shall be a Covered Termination for purposes
of this Agreement.

         1.5 "Involuntary  Termination" means Employee's  dismissal or discharge
by the Company (or, if  applicable,  by the successor  entity) for reasons other
than  commission  of a felony  or any other  crime  involving  moral  turpitude,
repeated  failure  to  perform  services  in  accordance  with the  requests  of
superiors  within the  context of  Employee's  duties,  or the  commission  of a
material fraud, misappropriation,  embezzlement or other act of gross dishonesty
on the part of Employee which resulted in material loss, damage or injury to the
Company.

         The termination of an Employee's  employment  would not be deemed to be
an "Involuntary Termination" if such termination occurs as a result of the death
or disability of Employee.



                                    ARTICLE 2

                            EMPLOYMENT BY THE COMPANY

         2.1 Responsibilities. Employee shall devote his full time and attention
during normal business hours to the business affairs of the Company,  except for
reasonable  vacations and for illness or incapacity.  Nothing in this Agreement,
however,  shall  preclude  Employee from devoting  reasonable  time required for
serving as a director or member of any committee of any  organization  involving
no conflict of interest  with the  interests  of the Company,  from  engaging in
charitable  and community  activities,  and from managing his personal  affairs,
provided  that such  activities  do not  materially  interfere  with the regular
performance of duties and responsibilities under this Agreement.

         2.2 Term of Agreement.  This  Agreement  shall remain in full force and
effect so long as Employee is employed by Company;  provided,  however, that the
rights and obligations of the parties hereto contained in Articles 3 and 4 shall
survive  any  termination  for the  longer  of (i) one year from the date of the
Agreement or (ii) one year following a Covered Termination.


                                       3

<PAGE>

                                    ARTICLE 3

           OPTION VESTING ACCELERATION; ALTERNATIVE SEVERANCE BENEFITS

         3.1 Stock Option Vesting Acceleration;  Alternative Severance Benefits.
(a) All stock options held by Employee shall become fully vested and exercisable
immediately  upon the occurrence of a Covered  Termination;  provided,  however,
that  if  the  Board,  upon  receipt  of a  written  opinion  of  the  Company's
independent  auditors,  (i) determines  that the  enforcement of this subsection
3.1(a) would preclude accounting for any proposed business combination involving
a Change in Control as a "pooling of interests"  and (ii)  otherwise  desires to
approve a proposed Change in Control  business  combination  which requires as a
condition  to the  closing of such  transaction  that it be  accounted  for as a
"pooling of interests,"  then this  subection  3.1(a) shall become null and void
and of no force or effect, and Employee shall instead,  upon the occurrence of a
Covered  Termination,  be  entitled  to the  severance  benefits  set  forth  in
subsection   3.1(b).  For  purposes  of  this  subsection  3.1(a),  the  Board's
determination  shall require the unanimous approval of the non-employee  members
of the Board.

         (b) In the event that subsection  3.1(a) becomes null and void pursuant
to its terms, then Employee shall receive from the Company,  upon the occurrence
of a Covered  Termination,  a cash  amount  equal to 100% of his  total  taxable
compensation   (including,   without   limitation,   salary,   bonus  and  other
compensation) received from or payable by the Company during the 12-month period
ending on the date of the Covered Termination.

         3.2 Employee  Agreement and Release Prior to Receipt of Benefits.  Upon
the  occurrence  of a  Covered  Termination,  and  prior to the  receipt  of any
benefits  under this  Agreement in connection  with the  occurrence of a Covered
Termination, Employee shall, as of the date of a Covered Termination, execute an
employee  agreement and release in  substantially  the form  attached  hereto as
Exhibit  A  ("Agreement   and  Release").   Such  Agreement  and  Release  shall
specifically  relate to all of Employee's  rights and claims in existence at the
time of such  execution  and  shall  confirm  Employee's  obligations  under the
Company's standard form of proprietary  information agreement.  It is understood
that  Employee  has  twenty-one  (21) days to consider  whether to execute  such
Agreement and Release and Employee may revoke such  Agreement and Release within
seven (7) business days after  execution of such  Agreement and Release.  In the
event Employee does not execute such Agreement and Release within the twenty-one
(21) day period,  or if Employee  revokes such  Agreement and Release within the
seven (7) business-day  period, no benefits shall be payable or otherwise become
effective under this Agreement and this Agreement shall be null and void.

         3.3  Further  Action.  To  the  extent  that  Employee's  stock  option
agreements  evidencing   outstanding  stock  options  do  not  provide  for  the
following,  such  agreements  shall  hereby  be  deemed  to be  amended  (unless
subsection  3.1(a)  becomes  null and void) to provide for full vesting of stock
options upon the occurrence of a Covered Termination; provided, however, that to
the  extent  that an  amendment  would  result in a charge to  earnings  for the
Company,  no such  amendment  shall be deemed made until the earlier of (i) such
time as the aforementioned

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<PAGE>

adverse effects shall not result from such amendment and (ii) immediately  prior
to the occurrence of a Covered Termination.

         3.4 Certain  Reductions in Payments or Benefits.  (a) In the event that
any payments or other benefits  received or to be received by Employee  pursuant
to this Agreement ("Payments") would (1) constitute a "parachute payment" within
the meaning of Section  280G of the Internal  Revenue  Code of 1986,  as amended
(the  "Code"),  and (2) but for this  Section  3.4, be subject to the excise tax
imposed by Section 4999 of the Code (the "Excise Tax"), then, in accordance with
this  Section 3.4,  such  Payments  shall be reduced to the maximum  amount that
would result in no portion of the payments  being subject to the Excise Tax, but
only if and to the  extent  that such a  reduction  would  result in  Employee's
receipt of Payments  that are greater  than the net amount that  Employee  would
receive hereunder (after application of the Excise Tax) if no reduction is made.
The amount of required  reduction,  if any, shall be the smallest amount so that
Employee's net proceeds with respect to the Payments  (after taking into account
payment of any Excise  Tax)  shall be  maximized,  as  determined  by  Employee.
Employee's  determination of any required  reduction pursuant to this subsection
3.4(a)  shall be  conclusive  and binding upon the  Company.  The Company  shall
reduce  Payments in  accordance  with this  subsection  3.4(a) only upon written
notice from Employee  indicating  the amount of such  reduction,  if any. If the
Internal Revenue Service (the "IRS") determines that a Payment is subject to the
Excise Tax, then subsection 3.4(b) shall apply.

         (b) If,  notwithstanding  any reduction  described in subsection 3.4(a)
(or in the absence of any such  reduction),  the IRS determines that Employee is
liable for the Excise Tax as a result of the receipt of Payments,  then Employee
shall be  obligated to pay back to the  Company,  within  thirty (30) days after
final  IRS  determination,  an amount of the  Payments  equal to the  "Repayment
Amount." The  Repayment  Amount shall be the  smallest  such amount,  if any, as
shall be required to be paid to the Company so that Employee's net proceeds with
respect to the Payments (after taking into account the payment of the Excise Tax
imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the
Repayment Amount shall be zero if a Repayment Amount of more than zero would not
eliminate  the Excise  Tax  imposed  on the  Payments.  If the Excise Tax is not
eliminated  pursuant to this  subsection  3.4(b),  Employee shall pay the Excise
Tax.

         3.5 Certain Deferral of Payments.  Notwithstanding the other provisions
of this  Agreement,  to the extent  that any  amounts  payable  pursuant to this
Agreement would not be deductible by the Company for federal income tax purposes
on account of the  limitations  of Section  162(m) of the Code,  the Company may
defer  payment of such amounts to the earliest one or more  subsequent  calendar
years in which the payment of such amounts would be deductible by the Company.

         3.6  Non-Alienation of Benefits.  No benefit hereunder shall be subject
to anticipation,  alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt to so subject a benefit hereunder shall be void.

                                       5
<PAGE>

                                    ARTICLE 4

                               GENERAL PROVISIONS

         4.1 Notices. Any notices provided hereunder must be in writing and such
notices or any other written  communication  shall be deemed  effective upon the
earlier of personal delivery (including personal delivery by telex or facsimile)
or five (5) days  after  mailing  by first  class  mail,  to the  Company at its
primary  office  location  and to  Employee  at his  address  as  listed  in the
Company's  payroll  records.  Any payments made by the Company to Employee under
the terms of this Agreement  shall be delivered to Employee  either in person or
at his address as listed in the Company's payroll records.

         4.2 Severability.  Whenever possible,  each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any  provision of this  Agreement is held to be invalid,  illegal or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provisions had never been contained herein.

         4.3 Waiver.  If either party should waive any breach of any  provisions
of this  Agreement,  he or it shall not  thereby  be deemed to have  waived  any
preceding  or  succeeding  breach  of the same or any  other  provision  of this
Agreement.

         4.4 Complete Agreement.  This Agreement,  including Exhibit A and other
written  agreements  referred  to in  this  Agreement,  constitutes  the  entire
agreement  between  Employee and the Company and it is the complete,  final, and
exclusive embodiment of their agreement with regard to this subject matter. This
Agreement  is entered  into  without  reliance on any promise or  representation
other than those expressly contained herein.

         4.5  Amendment or  Termination  of  Agreement.  This  Agreement  may be
amended or terminated  only upon the mutual  written  consent of the Company and
Employee.  The written  consent of the Company to an amendment or termination of
this Agreement must be approved by the Compensation Committee of the Board after
such amendment or termination has been approved by such committee.

         4.6   Counterparts.   This   Agreement  may  be  executed  in  separate
counterparts,  any one of which  need not  contain  signatures  of more than one
party,  but all of  which  taken  together  will  constitute  one  and the  same
Agreement.

         4.7  Headings.  The headings of the  Articles  and Sections  hereof are
inserted  for  convenience  only and shall not be  deemed to  constitute  a part
hereof nor to affect the meaning thereof.


                                       6

<PAGE>

         4.8  Successors  and  Assigns.  This  Agreement is intended to bind and
inure to the benefit of and be  enforceable  by Employee  and the  Company,  and
their  respective  successors,  assigns,  heirs,  executors and  administrators,
except that  Employee may not assign any of his duties  hereunder and he may not
assign any of his rights  hereunder  without the written consent of the Company,
which consent shall not be withheld unreasonably.

         4.9 Arbitration.  Any controversies or claims among the parties arising
out of or relating to this Agreement or any breach thereof that are not resolved
by their mutual  agreement,  shall, upon demand of either party, be submitted to
final and  binding  arbitration  before  J.A.M.S./ENDISPUTE,  or its  successor,
pursuant to the United States  Arbitration  Act, 9 U.S.C.  Sec. 1 et seq. Either
party may  commence  the  arbitration  process  called for in this  agreement by
filing a written demand for arbitration with J.A.M.S./ENDISPUTE,  with a copy to
the other  party.  The  arbitration  will be conducted  in  accordance  with the
provisions  of either  J.A.M.S./ENDISPUTE's  Streamlined  Arbitration  Rules and
Procedures   (if  the  amount  in  dispute   does  not   exceed   $250,000)   or
J.A.M.S./ENDISPUTE's  Comprehensive  Arbitration  Rules and  Procedures  (if the
amount  in  dispute  exceeds  $250,000)  in  effect at the time of filing of the
demand for arbitration.  The parties will cooperate with  J.A.M.S./ENDISPUTE and
with one another in selecting an arbitrator from  J.A.M.S./ENDISPUTE's  panel of
neutrals,  and in scheduling the arbitration  proceedings.  The parties covenant
that they will participate in the arbitration in good faith. The arbitrator,  in
his or her  discretion,  shall be  authorized  to  award  the  prevailing  party
reimbursement  of the costs and fees of  J.A.M.S./ENDISPUTE  and the arbitrator,
and reimbursement for its reasonable attorneys' fees, disbursements  (inlcuding,
for  example,  expert  witness  fees and  expenses,  photocopy  charges,  travel
expenses, etc.) and costs arising from the arbitration;  provided, however, that
until any such order is issued,  the  parties  shall bear  equally the costs and
fees of J.A.M.S./ENDISPUTE and the arbitrator. The arbitration will be conducted
in San Francisco,  California.  The arbitrator's decision may be enforced by any
court of competent  jurisdiction,  and the party  seeking  enforcement  shall be
entitled  to an award of all  costs,  fees and  expenses,  including  reasonable
attorneys'  fees, to be paid by the party against whom  enforcement  is ordered.
The arbitrator is specifically  authorized to grant injunctive relief, either as
part of the final  decision or prior to the final  decision.  The parties desire
that the courts  promptly  enforce all injunctive  relief granted prior to final
decision  as  though  it were  part of the  final  decision,  even  though  such
enforcement may be requested prior to final decision.

         4.10 Choice of Law. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the law of the State of
California.

         4.11  Non-Disclosure.  The  parties  mutually  agree  not  to  disclose
publicly the fact that they are parties to this  Agreement  except to the extent
that disclosure is mandated by applicable law.

         4.12 Construction.  In the event of a conflict between the text of this
Agreement  and any summary,  description  or other  information  regarding  this
Agreement, the text of this Agreement shall control.

                                       7
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year written above.

ARTERIAL VASCULAR ENGINEERING, INC.         EMPLOYEE


By:
     ------------------------------------   ------------------------------------
     Bradly A. Jendersee
     Duly Authorized by the Compens.        Name:
     Committee of the Board of Directors


Spousal Consent

Spousal consent not applicable (check if true)  ___________

Spousal consent  applicable:  I hereby consent to this Agreement for purposes of
any community property interest I may have in the foregoing arrangements. I have
had the opportunity to seek independent  counsel with regard to this consent and
have  either  consulted  with  counsel  or  voluntarily  waive the right to such
counsel.



-------------------------------------    ----------   --------------------------
         Signature of Spouse               Date         Printed Name of Spouse





Exhibit A: Employee Agreement and Release


                                       8
<PAGE>



                                    EXHIBIT A


                         EMPLOYEE AGREEMENT AND RELEASE

         I  understand  and  agree  completely  to the  terms  set  forth in the
foregoing agreement.

         I hereby  confirm my obligations  under the Company's  standard form of
proprietary information agreement.

         Except as  otherwise  set forth in this  Agreement,  I hereby  release,
acquit and forever  discharge  the Company,  its parents and  subsidiaries,  and
their  officers,   directors,   agents,   servants,   employees,   shareholders,
successors, assigns and affiliates, of and from any and all claims, liabilities,
demands, causes of action, costs, expenses, attorneys fees, damages, indemnities
and obligations of every kind and nature,  in law, equity,  or otherwise,  known
and unknown,  suspected and unsuspected,  disclosed and undisclosed  (other than
any claim for  indemnification I may have as a result of any third-party  action
against me based on my employment  with the  Company),  arising out of or in any
way  related  to  agreements,  events,  acts or conduct at any time prior to and
including the execution  date of this  Agreement,  including but not limited to:
all such claims and demands directly or indirectly  arising out of or in any way
connected  with my  employment  with  the  Company  or the  termination  of that
employment,  including but not limited to, claims of  intentional  and negligent
infliction of emotional  distress;  any and all tort claims for personal injury;
any and all claims or demands related to salary,  bonuses,  commissions,  stock,
stock options,  or any other ownership  interests in the Company,  vacation pay,
fringe  benefits,  expense  reimbursements,  severance pay, or any other form of
compensation(other  than any claim for benefits  expressly  contemplated  by the
Agreement);  claims  pursuant  to any  federal,  state or local  law or cause of
action  including,  but not limited to, the federal Civil Rights Act of 1964, as
amended;  the federal Age  Discrimination  in Employment Act of 1967, as amended
("ADEA");  the federal  Americans with  Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended;  tort law;  contract law;  wrongful
discharge; discrimination;  fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing.

         I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under  ADEA.  I also  acknowledge  that the  consideration
given  for the  waiver  and  release  in the  preceding  paragraph  hereof is in
addition  to  anything  of value  to which I was  already  entitled.  I  further
acknowledge  that I have been advised by this writing,  as required by the ADEA,
that:  (A) my waiver and  release do not apply to any rights or claims  that may
arise  after  the  Effective  Date of this  Agreement;  (B) I have the  right to
consult  with  an  attorney  prior  to  executing  this  Agreement;  (C) I  have
twenty-one  (21) days to  consider  this  Agreement  (although  I may  choose to
voluntarily execute this Agreement earlier); (D) I have seven (7) days following
the execution of this Agreement by the parties to revoke the Agreement;  and (E)
this Agreement  shall not be effective  until the date upon which the revocation
period has  expired,  which  shall be the eighth  day after  this  Agreement  is
executed by me,  provided that the Company has also  executed this  Agreement by
that date ("Effective Date").

         In giving this release, which includes claims that may be unknown to me
at present,  I acknowledge  that I have read and understand  Section 1542 of the
California Civil Code which reads as follows: "A general release does not extend
to claims which the  creditor  does not know or suspect to exist in his favor at
the time of executing  the release,  which if known by him must have  materially
affected  his  settlement  with  the  debtor."  I  hereby  expressly  waive  and
relinquish  all  rights  and  benefits  under  that  section  and any law of any
jurisdiction  of similar  effect with  respect to my release of any claims I may
have against the Company


                                       By:
                                           -------------------------------------
                                           Name:

                                      Date:
                                           -------------------------------------