www.eXFILE.com 888.775-4789  Boston Scientific -- Exhibit 10.1 to Form 8K


    EXHIBIT
10.1


     

    

    
      
        

      

    

     

    
      	
              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 and to focus attention on companywide
quality, all of which 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, including a Quality specific objective, 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

              


      

       

    

    The
Boston Scientific Executive Steering Committee (which is made up of members of
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.  Such performance measures
and weighting will be identified in the form of an annual plan, which will
include measures and weighting for the entire Plan year as well as measures and
weighting for each of the four quarters within the Plan year.  The
performance for each of the five measurement periods (the four quarterly and the
one annual measurement period) will be measured against the performance targets
and will be evaluated and funded separately.  Further, in determining
the level of funding for the incentive pool for each of the five measurement
periods, the Boston Scientific Executive Steering Committee will consider
progress made toward achievement of Boston Scientific's quality objectives
and the performance of Boston Scientific's companywide Quality System. The total annual funding
will be the sum of the funding for each of the five measurement
periods.

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      

      
        
          

        

      

    

     

    Except as
noted herein, any payments due to plan participants will be made by March 15, 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  performance will be based on the
Performance Funding outlined in the Performance Measures and Funding
document.

     

    The
Boston Scientific Executive Steering 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 Steering
Committee will recommend the final level of Plan funding to the Executive
Compensation and Human Resources Committee of 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.  The Boston Scientific Executive Steering
Committee further reserves the right to modify and/or eliminate the
incentive pool funding (on a quarterly and/or an annual basis) based on its
determination, within its sole discretion, of Boston Scientific's progress
made toward achievement of Boston Scientific's quality objectives and the
performance of Boston Scientific's companywide Quality System.

     

     

    
      	
              IV.  

            	
              Incentive
      Targets

            


    

     

    Incentive
targets have been established for all eligible participants. These incentive
targets represent the incentive payment (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 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 performance may be funded as high as 150% of target in each
of the five measurement periods. Above market rewards can be earned for above
market performance.

     

    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 by reason of “layoff” as that term is defined by
the Boston Scientific Corporation Severance Pay and Layoff Notification Plan (as
Amended and Restated) 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.

     

    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 15 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
Boston Scientific’s financial results that reduced a previously granted award’s
size or payment.  In that event, Boston Scientific 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.”