WWW.EXFILE.COM -- 888-775-4789 -- BOSTON SCIENTIFIC -- FORM 8-K -- EXHIBIT 10.6 -- 16230


    EXHIBIT 10.6

     

    
 

    (Date)

    


    [Name of
Executive]

    [Address
of Executive]

     

    Re: Retention
Agreement

    


    Dear
[Name of Executive]:

    


                         Boston
Scientific Corporation (the "Company") considers it
essential to the best interests of its stockholders to foster the continuous
employment of key management personnel.  Further, the Board of
Directors of the Company (the "Board") recognizes that the
possibility of a change in control exists, and that such possibility, and the
uncertainty and questions that it may raise among management, may result in the
departure or distraction of management personnel to the detriment of the Company
and its stockholders.

    


                         The
Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the management of
the Company, including yourself, to their assigned duties without distraction in
the face of potentially disturbing circumstances arising from any possible
change in control of the Company.

    


                         In
order to induce you to remain in the employ of the Company, the Company agrees
that you shall receive the severance benefits set forth in this letter agreement
(this "Agreement") in
the event your employment with the Company is terminated subsequent to a Change
in Control (as defined herein) under the circumstances described
below.

    


               1.       Termination Following Change
in Control.  If a Change in Control occurs, you will be
entitled to the benefits provided in Section 2 hereof upon the subsequent
termination of your employment by the Company without Cause (as defined herein)
or by you for Good Reason (as defined herein) during the two-year period
following such Change in Control (the "Covered
Period").  Any purported termination of your employment by the
Company or by you shall be communicated by a Notice of Termination to the other
party hereto in accordance with Section 8 hereof.  For purposes of
this Agreement, (i) references to termination of employment mean a “separation
from service” (as defined in 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
1.409A-1(h) of the Treasury Regulations) from the Company, and (ii) a "Notice of Termination" shall
mean a written notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of your employment
under the provision so indicated.

    


               2.       Compensation Upon
Termination.

    


                         (a)          
     Severance
Benefits.  If your employment by the Company shall be
terminated during the Covered Period by the Company without Cause or by you for
Good Reason, then you shall be entitled to the following benefits:

    


    
      	 	
              (i)

            	
              Severance
      Payments.

            


    

    


    
      	 	
              (1)  Amount
      of Payment.  The Company shall pay you in cash the full amount
      of any earned but unpaid base salary through the Date of Termination at
      the rate in effect at the time of the Notice of Termination, plus a cash
      payment for all unused vacation time which you may have accrued as of the
      Date of Termination.  The Company shall also pay you in cash a
      pro rata portion of the annual bonus for the year in which your employment
      terminates, calculated on the basis of your target bonus for that year and
      on the assumption that all performance targets have been or will be
      achieved.  In addition, the Company shall pay you in a cash lump
      sum, an amount (the "Severance Payment")
      equal to three times the sum of (A) your base salary on the Termination
      Date (without giving effect to any salary reductions which satisfy the
      definition of "Good
      Reason"), (B) the greater of (x) the most recent bonus paid to you
      (which shall be deemed to be the sum of (I) the cash bonus amount most
      recently paid to you and (II) the value of restricted stock (calculated as
      of the date of vesting) issued to you as bonus compensation that vested
      (other than restricted stock that vested solely by virtue of the Change in
      Control) within the immediately preceding year) plus the value of any
      other shares of stock issued to you without forfeiture provisions as bonus
      compensation within the immediately preceding year and (y) your target
      bonus in effect for the year in which the Change in Control occurred
      (calculated assuming that all performance targets have been or will be
      achieved) and (C) $25,000.  The Severance Payment shall be in
      lieu of any other severance payments which you are entitled to receive
      under any other severance pay plan or arrangement sponsored by the Company
      or any of its subsidiaries;.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	 	
                (2)  Timing
      of Payment.  Subject to Section 2(b), the Company shall pay the
      amounts due to you under this Section 2(a)(i) within 5 days of the Date of
      Termination, and in all events such amounts shall be paid no later than 90
      days after the Date of
Termination.

              


      

       

    

    
      	 	
              (ii)

            	
              Benefit
      Continuation.  Subject to your compliance with the
      non-solicitation and confidentiality provisions described in Section 6,
      you and your eligible dependents shall continue to be eligible to
      participate during the Benefit Continuation Period (as hereinafter
      defined) in the medical, dental, health, life and other welfare benefit
      plans and arrangements applicable to you immediately prior to your
      termination of employment on the same terms and conditions in effect for
      you and your dependents immediately prior to such termination; provided
      that the provision of such benefits in each calendar year during the
      Benefit Continuation Period does not affect the provision of such benefits
      in any other calendar year during the Benefit Continuation
      Period.  For purposes of the previous sentence, "Benefit Continuation
      Period" means the period beginning on the Date of Termination and
      ending on the earlier to occur of (i) the third anniversary of the Date of
      Termination and (ii) the date that you and your dependents are eligible
      for coverage under the plans of a subsequent employer which provide
      substantially equivalent or greater benefits to you and your
      dependents.  The right to participate in the benefit plans under
      this Section 2(a)(ii) is not subject to liquidation or exchange for any
      other benefit;

            


    

    


    
      	 	
              (iii)

            	
              Legal Fees and
      Expenses.  The Company shall also pay you in cash all
      legal fees and expenses, if any, incurred by you in contesting or
      disputing any such termination or in seeking to obtain or enforce any
      right or benefit provided by this Agreement if such expenses are incurred
      on or prior to the December 31 of the second calendar year following the
      calendar year in which the Date of Termination occurs, such payment(s) to
      be made on or before the December 31 of the third calendar year following
      the calendar year(s) in which the Date of Termination occurs;
      provided, however, that the
      amount of the payments and reimbursements under this Section 2(a)(iii)
      shall not exceed $100,000; and provided, further, that no
      

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	 	
                 

              	
                such
      legal fees or expenses shall be reimbursed if it is determined by the
      applicable arbitral panel or other tribunal that your claim is entirely
      without merit.  Furthermore, nothing shall prohibit the arbitral
      panel or other tribunal from awarding legal fees in excess of $100,000 if,
      in the interests of fairness and equity, the arbitral panel or other
      tribunal deems such award appropriate.  The right to receive
      payments and reimbursements under this Section 2(a)(iii) is not subject to
      liquidation or exchange for any other
benefit.

              


      

       

    

           (b)               Specified
Employee.  Notwithstanding anything to the contrary in this
Agreement, if you are a “specified employee” as hereinafter defined at the time
of the Date of Termination, any and all amounts payable in connection with your
termination of employment (including amounts payable under this Section 2 and
Section 3) that constitute deferred compensation subject to Section 409A of the
Code, as determined by the Committee in its sole discretion, and that would (but
for this sentence) be payable within six months following the Date of
Termination, shall instead be paid on the date that follows the Date of
Termination by six months and one day (the “Specified Employee Payment
Date”).  The provision of benefits pursuant to Section 2(a)(ii) that
constitute deferred compensation under Section 409A of the Code will not be
provided in-kind during the first six months following the Date of Termination,
but rather will be continued by your payment of any applicable premiums for
which you will be reimbursed on the Specified Employee Payment
Date.  The provision of in-kind benefits will commence on the
Specified Employee Payment Date in accordance with Section
2(a)(ii).  For purposes of this Agreement, the term “specified
employee” means an individual who is determined by the Committee to be a
specified employee as defined in Section 409A(a)(2)(B)(i) of the
Code.  The Committee may, but need not, elect in writing, subject to
the applicable limitations under Section 409A of the Code, any of the special
elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for
purposes of determining “specified employee” status.  Any such written
election shall be deemed part of this Agreement.

    
 

                         (c)          
     No
Mitigation.  You shall not be required to mitigate the amount
of any payment or benefit provided for in this Section 2 by seeking other
employment or otherwise.

    
      
         


      

      
         


        
          

        

      

      
         


      

    


               3.       Additional
Payment.

    


                         (a)                Gross-Up
Payment.  Notwithstanding anything herein to the contrary, if
it is determined that any Payment (as defined herein) would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties with
respect to such excise tax (such excise tax, together with any interest or
penalties thereon, is herein referred to as an "Excise Tax"), then you shall
be entitled to an additional cash payment (a "Gross-Up Payment") in an
amount that will place you in the same after-tax economic position that you
would have enjoyed if the Excise Tax had not applied to the
Payment.  The amount of the Gross-Up Payment shall be determined by
the Accounting Firm (as defined herein) in accordance with such formula as the
Accounting Firm deems appropriate.  No Gross-Up Payments shall be
payable hereunder if the Accounting Firm determines that the Payments are not
subject to an Excise Tax.  The Accounting Firm shall be paid by the
Company for services performed hereunder.  All payments made under
this Section 3 shall be made in accordance with Section 1.409A-3(i)(1)(v) of the
Treasury Regulations.

    


                         (b)                Determination of Gross-Up
Payment.  Subject to the provisions of Section 3(c), all
determinations required under this Section 3, including whether a Gross-Up
Payment is required, the amount of the Payments constituting “excess parachute payments, ” and the amount of the Gross-Up Payment, shall
be made by the Accounting Firm, which shall provide detailed supporting
calculations both to you and the Company within fifteen days of any date
reasonably requested by you or the Company on which a determination under this
Section 3 is necessary or advisable.  The Company shall pay you in
cash the initial Gross-Up Payment within five days of the receipt by you and the
Company of the Accounting Firm's determination; provided, however, that in any
event such payment will be made by the December 31 of the calendar year
following the calendar year in which you pay the Excise Tax.  If the
Accounting Firm determines that no Excise Tax is payable by you, the Company
shall cause the Accounting Firm to provide you with an opinion that the
Accounting Firm has substantial authority under the Code and Regulations not to
report an Excise Tax on your federal income tax return.  Any
determination by the Accounting Firm shall be binding upon you and the
Company.  If the initial Gross-Up Payment is insufficient to
completely place you in the same after-tax economic position that you would have
enjoyed if the Excise Tax had not applied to the Payments (hereinafter an "Underpayment"), the Company,
after exhausting its remedies under Section 3(c) below, shall promptly pay you
in cash an additional Gross-Up Payment in respect of the
Underpayment.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


                         (c)          
     Procedures.  You
shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of a Gross-Up
Payment.  Such notice shall be given as soon as practicable after you
know of such claim and shall apprise the Company of the nature of the claim and
the date on which the claim is requested to be paid.  You agree not to
pay the claim until the expiration of the thirty-day period following the date
on which you notify the Company, or such shorter period ending on the date the
Taxes with respect to such claim are due (the "Notice
Period").  If the Company notifies you in writing prior to the
expiration of the Notice Period that it desires to contest the claim, you
shall:  (i) give the Company any information reasonably requested by
the Company relating to the claim; (ii) take such action in connection with the
claim as the Company may reasonably request, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company and reasonably acceptable to you; (iii)
cooperate with the Company in good faith in contesting the claim; and (iv)
permit the Company to participate in any proceedings relating to the
claim.  You shall permit the Company to control all proceedings
related to the claim and, at its option, permit the Company to pursue or forgo
any and all administrative appeals, proceedings, hearings, and conferences with
the taxing authority in respect of such claim.  If requested by the
Company, you agree either to pay the tax claimed and sue for a refund or contest
the claim in any permissible manner and to prosecute such contest to a
determination  before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts as the Company shall
determine; provided,
however, that, if the
Company directs you to pay such claim and pursue a refund, the Company shall
advance the amount of such payment to you on an after-tax and interest-free
basis (the "Advance").  The
Company's control of the contest related to the claim shall be limited to the
issues related to the Gross-Up Payment and you shall be entitled to settle or
contest, as the case may be, any other issues raised by the Internal Revenue
Service or other taxing authority.  If the Company does not notify you
in writing prior to the end of the Notice Period of its desire to contest the
claim, the Company shall pay you in cash an additional Gross-Up Payment in
respect of the excess parachute payments that are the subject of the claim, and
you agree to pay the amount of the Excise Tax that is the subject of the claim
to the applicable taxing authority in accordance with applicable
law.  Any such additional Gross-Up Payment will be paid to you no
later than the December 31 of the calendar year following the calendar year in
which you pay the Excise Tax.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                         (d)                Repayments.  If,
after receipt by you of an Advance, you become entitled to a refund with respect
to the claim to which such Advance relates, you shall pay the Company the amount
of the refund (together with any interest paid or credited thereon after Taxes
applicable thereto).  If, after receipt by you of an Advance, a
determination is made that you shall not be entitled to any refund with respect
to the claim and the Company does not promptly notify you of its intent to
contest the denial of refund, then the amount of the Advance shall not be
required to be repaid by you and the amount thereof shall offset the amount of
the additional Gross-Up Payment then owing to you.

    


                         (e)                Further
Assurances.  The Company shall indemnify you and hold you
harmless, on an after-tax basis, from any costs, expenses, penalties, fines,
interest or other liabilities ("Losses") incurred by you with
respect to the exercise by the Company of any of its rights under this Section
3, including, without limitation, any Losses related to the Company's decision
to contest a claim or any imputed income to you resulting from any Advance or
action taken on your behalf by the Company hereunder.  The Company
shall pay all legal fees and expenses incurred under this Section 3, and shall
promptly, and no later than the December 31 of the calendar year following the
calendar year in which you incur expenses, reimburse you for the reasonable
expenses incurred by you in connection with any actions taken by the Company or
required to be taken by you hereunder.  The Company shall also pay all
of the fees and expenses of the Accounting Firm, including, without limitation,
the fees and expenses related to the opinion referred to in Section
3(b).

    


               4.       Equity Incentive
Awards.

    


                   
 
(a)                Options. All options
granted to you under the Company’s equity incentive plans will immediately
become exercisable upon a Change in Control (as defined herein).

    


       
(b)               Restricted Stock
Awards.  All restricted stock awards will immediately become
free from restriction upon a Change in Control (as defined herein).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      5.        Successors; Binding
Agreement.

    

    


                         (a)                Assumption By
Successor.  The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place.  Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle you to compensation from the Company in the same
amount and on the same terms as you would be entitled hereunder if you had
terminated your employment for Good Reason following a Change in Control, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of
Termination.  As used in this Agreement, "the Company" shall mean the
Company as hereinbefore defined and any successor to its business or assets
which assumes and agrees to perform this Agreement by operation of law, by
agreement or otherwise.

    


                         (b)                Enforceability By
Beneficiaries.  This Agreement shall inure to the benefit of
and be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.  If you should die while any amount would still be payable
to you hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to your devisee, legatee or other designee or, if there is no such
designee, to your estate.

    


               6.        Nonsolicitation;
Confidentiality

    


                         (a)                Nonsolicitation.  For
three years following your Date of Termination, you shall not, without the prior
written consent of the Company, directly or indirectly, as a sole proprietor,
member of a partnership, stockholder or investor, officer or director of a
corporation, or as an employee, associate, consultant, independent contractor or
agent of any person, partnership, corporation or other business organization or
entity other than the Company:  (i) solicit or endeavor to entice away
from the Company or any of its affiliates or subsidiaries, any person or entity
who is, or, during the then most recent 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12-month
period, was, employed by, or had served as an agent or key consultant of, the
Company or any of its subsidiaries, or (ii) solicit or endeavor to entice away
from the Company or any of its subsidiaries any person or entity who is, or was
within the then most recent 12-month period, a customer or client (or reasonably
anticipated (to your general knowledge or the public's general knowledge) to
become a customer or client) of the Company or any of its
subsidiaries.

    


                         (b)                Confidentiality.  On
and after the date of this Agreement, you will not, except in the performance of
your obligations to the Company hereunder or as may otherwise be approved in
advance by the Board, directly or indirectly, disclose or use (except for the
direct benefit of the Company) any confidential information that you may learn
or have learned by reason of your association with the Company, any customer or
client of the Company or any of their respective subsidiaries and
affiliates.  The term "confidential information"
includes all data, analyses, reports, interpretations, forecasts, documents and
information in any form concerning or otherwise reflecting information and
concerning the Company and its affairs, including, without limitation, with
respect to clients, products, policies, procedures, methodologies, trade secrets
and other intellectual property, systems, personnel, confidential reports,
technical information, financial information, business transactions, business
plans, prospects or opportunities, but shall exclude any portion of such
information that (i) was acquired by you prior to your employment by, or other
association with, the Company or any affiliated or predecessor entity, (ii) is
or becomes generally available to the public or is generally known in the
industry or industries in which the Company or any customer or client of the
Company operates, in each case other than as a result of disclosure by you in
violation of this Section 6 or (iii) you are required to disclose under any
applicable laws, regulations or directives of any government agency, tribunal or
authority having jurisdiction in the matter or under subpoena or other process
of law.  As used in this Section 6, an "affiliate" of a person or
entity is a person or entity in control of, controlled by, or in common control
with, such first person or entity.

    


               7.       Definitions.  For
purposes of this Agreement, the following capitalized words shall have the
meanings set forth below:

    


                         "Accounting Firm" shall mean
the then-current independent auditors of the Company or, if such firm is unable
or unwilling to perform such calculations, such other national accounting firm
as shall be designated by agreement between you and the Company.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


                         "Cause" shall mean the willful
engaging by you in criminal or fraudulent acts or gross misconduct that is
demonstrably and materially injurious to the Company, monetarily or
otherwise.  No act or failure to act on your part shall be deemed
"willful" unless done,
or omitted to be done, by you not in good faith and without reasonable belief
that your action or omission was in the best interest of the
Company.  Notwithstanding the foregoing, you shall not be deemed to
have been terminated for Cause unless and until there shall have been delivered
to you a copy of a resolution duly adopted by the affirmative vote of not less
than three quarters of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board),
finding that in the good faith opinion of the Board you were guilty of conduct
set forth above in the first sentence of this subsection and specifying the
particulars thereof in detail.

    


                         "Change in Control" shall mean
the happening of any of the following:

    


    
      	 	
              (a)

            	
              The
      acquisition, other than from the Company, by any individual, entity or
      group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act) of 20% or more of either (i) the then outstanding shares
      of common stock of the Company (the "Outstanding Company Common
      Stock") or (ii) the combined voting power of the then outstanding
      voting securities of the Company entitled to vote generally in the
      election of directors (the "Company Voting
      Securities"); provided, however, that any
      acquisition by (x) any non-corporate shareholder of the Company as of the
      effective date of the initial registration of an offering of Stock under
      the Securities Act of 1933, (y) the Company or any of its affiliates or
      subsidiaries, or any employee benefit plan (or related trust) sponsored or
      maintained by the Company or any of its subsidiaries or (z) any
      corporation with respect to which, following such acquisition, more than
      60% of, respectively, the then outstanding shares of common stock of such
      corporation and combined voting power of the then outstanding voting
      

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        	 	
                 

              	
                securities
      of such corporation entitled to vote generally in the election of
      directors is then beneficially owned, directly or indirectly, by all or
      substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the Outstanding Company Common Stock and Company
      Voting Securities immediately prior to such acquisition in substantially
      the same proportion as their ownership, immediately prior
      to  such acquisition, of the Outstanding Common Stock and
      Company Voting Securities, as the case may be, shall not constitute a
      Change in Control of the Company;
or

              


      

       

    

    
      	 	
              (b)

            	
              Individuals
      who, as of the effective date of the initial registration of an offering
      of Stock under the Securities Act of 1933, constitute the Board (the
      "Incumbent
      Board") cease for any reason to constitute at least a majority of
      the Board, provided that any individual becoming a director subsequent to
      such effective date whose election or nomination for election by the
      Company's shareholders, was approved by a vote of at least a majority of
      the directors then comprising the Incumbent Board shall be considered as
      though such individual were a member of the Incumbent Board, but
      excluding, for this purpose, any such individual whose initial assumption
      of office is in connection with an actual or threatened election contest
      relating to the election of the Directors of the Company (as such terms
      are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
      Act); or

            


    

    


    
      	 	
              (c)

            	
              Consummation
      of a reorganization, merger, consolidation or similar transaction
      involving the Company (a "Business Combination"),
      in each case, with respect to which all or substantially all of the
      individuals and entities who were the respective beneficial owners of the
      Outstanding Company Common Stock and Company Voting Securities immediately
      prior to such Business Combination do not own beneficially, directly or
      indirectly, more than 60% of, respectively, the then outstanding shares of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case may be, of the corporation resulting from such Business Combination
      in substantially the same proportion as their ownership immediately prior
      to such Business Combination of the Outstanding Company Common Stock and
      Company Voting Securities, as the case may be;
  or

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (d)

            	
              A
      complete liquidation or dissolution of the Company or a sale or other
      disposition of all or substantially all of the assets of the Company other
      than to a corporation with respect to which, following such sale or
      disposition, more than 60% of, respectively, the then outstanding shares
      of common stock and the combined voting power of the then outstanding
      voting securities entitled to vote generally in the election of directions
      is then owned beneficially, directly or indirectly, by all or
      substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the Outstanding Company Common Stock and Company
      Voting Securities immediately prior to such sale or disposition in
      substantially the same proportion as their ownership of the Outstanding
      Company Common Stock and Company Voting Securities, as the case may be,
      immediately prior to such sale or
disposition.

            


    

    


    
      	 	
              Notwithstanding
      the foregoing, with respect to any amounts payable under this Agreement
      that are subject to Section 409A of the Code where the payment is to be
      accelerated in connection with the Change of Control, no event(s) set
      forth above shall constitute a Change in Control for purposes of the
      Agreement unless such event(s) also constitutes a “change in the
      ownership”, “change in the effective control” or a “change in the
      ownership of a substantial portion of the assets” of the Company as
      defined under Section 409A of the
Code.

            


    

    


                          "Code" shall mean the Internal
Revenue Code of 1986, as amended, and any successor provisions
thereto.

    


                          "Date of Termination" shall be
the date on which you experience a “separation from service” (as defined in
Section 1.409A-1(h) of the Treasury Regulations) from the Company upon the
termination of your employment by the Company without Cause or by you for Good
Reason.  Such Date of Termination shall be the date specified in the
Notice of Termination (which, in the case of a termination by the Company
without Cause shall not be less than 30 days, and in the case of a resignation
by you for Good Reason shall not be less than 30 nor more than 60 days from the
date such Notice of Termination is given); provided, that if within 30
days after any Notice of Termination is given the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    date on
which the dispute is finally determined, either by mutual written agreement of
the parties, by a binding arbitration award, or by a final judgment, order or
decree of a court of competent jurisdiction (which is not appealable or the time
for appeal therefrom having expired and no appeal having been perfected); provided, further, that the
Date of Termination shall be extended by a notice of dispute only if such notice
is given in good faith and the party giving such notice pursues the resolution
of such dispute with reasonable diligence.  Notwithstanding the
pendency of any such dispute, the Company will continue to pay you your full
compensation in effect when the notice giving rise to the dispute was given and
continue you as a participant in all compensation, benefit, and insurance plans
and perquisites in which you were participating when the notice giving rise to
the dispute was given, until the dispute is finally resolved in accordance with
this Subsection.  Amounts paid under this Subsection are in addition
to all other amounts due under this Agreement and shall not be offset against or
reduce any other amounts due under this Agreement.

    


    "Good Reason" shall mean,
without your express written consent, any of the following:

    


    
      	
            	
              (a)

            	
              A
      meaningful and detrimental alteration in your position or in the nature or
      status of your responsibilities (including those as a director of the
      Company, if any) from those in effect immediately prior to the Change in
      Control;

            


    

    


    
      	
            	
              (b)

            	
              A
      reduction by the Company in your annual base salary as in effect on the
      date hereof or as the same may be increased from time to time; a failure
      by the Company to increase your salary at a rate commensurate with that of
      other key executives of the Company; a reduction in your annual bonus
      (expressed as a percentage of base salary) below the target in effect for
      you immediately prior to the Change in Control; or any adverse change in
      your long-term incentive opportunities in comparison to those in effect
      prior to the Change in Control.

            


    

    


    
      	
            	
              (c)

            	
              The
      relocation of the office of the Company where you are employed at the time
      of the Change in Control (the "CIC Location") to a
      location which is more than 50 miles away from the CIC Location or the
      Company's requiring you to be based more than 50 miles away from the CIC
      Location (except for required travel on the Company's business to an
      extent substantially consistent with your customary business travel
      obligations in the ordinary course of business prior to the Change in
      Control);

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
            	
              (d)

            	
              The
      failure by the Company to continue in effect any incentive or deferred
      compensation plan in which you participate or the failure by the Company
      to continue your participation therein on at least as favorable a basis,
      both in terms of the amount of benefits provided and the level of your
      participation relative to other participants, as existed at the time of
      the Change in Control;

            


    

    


    
      	
            	
              (e)

            	
              The
      failure by the Company to continue to provide you with benefits at least
      as favorable as those enjoyed by you under any of the Company's
      retirement, life insurance, medical, health and accident, disability or
      savings plans in which you were participating at the time of the Change in
      Control; the taking of any action by the Company that would directly or
      indirectly materially reduce any of such benefits or deprive you of any
      material perquisite enjoyed by you at the time of the Change in Control
      including without limitation, the use of a car, secretary, office space,
      telephones, expense reimbursement and club dues; or the failure by the
      Company to provide you with the number of paid vacation days to which you
      are entitled on the basis of years of service with the Company in
      accordance with the Company's normal vacation policy in effect at the time
      of the Change in Control;

            


    

    


    
      	
            	
              (f)

            	
              The
      failure of the Company to pay you any amounts of salary, bonus or expense
      reimbursement then owed to you or the failure of the Company to adhere to
      its payroll and other compensation schedules in place just prior to the
      Change in Control;

            


    

    


    
      	
            	
              (g)

            	
              The
      failure of the Company to obtain a satisfactory agreement from any
      successor to assume and agree to perform this Agreement, as contemplated
      in Section 5 hereof or, if the business of the Company for which your
      services are principally performed is sold at any time after a Change in
      Control, the purchaser of such business shall fail to agree to provide you
      with the same or a comparable position, duties, compensation and benefits
      (as described in subsections (iv) and (v) above) as provided to you by the
      Company immediately prior to the Change in Control;
  or

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
            	
              (h)

            	
              Any
      purported termination of your employment which is not effected pursuant to
      a Notice of Termination satisfying the requirements of Section 1 (and, if
      applicable, the requirements set out in the definition of "Cause" above); for
      purposes of this Agreement, no such purported termination shall be
      effective.

            


    

    


                          "Payment" means (i) any amount
due or paid to you under this Agreement, (ii) any amount that is due or paid to
you under any plan, program or arrangement of the Company and its subsidiaries,
and (iii) any amount or benefit that is due or payable to you under this
Agreement or under any plan, program or arrangement of the Company and its
subsidiaries not otherwise covered under clause (i) or (ii) hereof which must
reasonably be taken into account under Section 280G of the Code and the
Regulations in determining the amount of the "parachute payments" received
by you, including, without limitation, any amounts which must be taken into
account under the Code and Regulations as a result of (x) the acceleration of
the vesting of Options, restricted stock or other equity awards, (y) the
acceleration of the time at which any payment or benefit is receivable by you or
(z) any contingent severance or other amounts that are payable to
you.

    


                          "Regulations" shall mean the
proposed, temporary and final regulations under Section 280G of the Code or any
successor provision thereto.

    


                          "Taxes" shall mean the
federal, state and local income taxes to which you are subject at the time of
determination, calculated on the basis of the highest marginal rates then in
effect, plus any additional payroll or withholding taxes to which you are then
subject.

    


               8.       Notice.  For
the purpose of this Agreement, notices and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to, General Counsel, Boston Scientific
Corporation, One Boston Scientific Place, Natick, MA 01760-1537, or to you at
the address set forth on the signature page of this Agreement or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


               9.       Miscellaneous.  No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing.  No waiver
by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.  No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party that are not
expressly set forth in this Agreement and this Agreement shall supersede all
prior agreements, negotiations, correspondence, undertakings and communications
of the parties, oral or written, with respect to the subject matter
hereof.  The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.

    


               10.     Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

    


               11.     Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.

    


               12.     Arbitration.  Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Boston in accordance with the rules of
the American Arbitration Association then in effect.  Judgment may be
entered on the arbitrator's award in any court having jurisdiction; provided, however, that you
shall be entitled to seek specific performance of your right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

    


               13.     No Contract of
Employment.  Nothing in this Agreement shall be construed as
giving you any right to be retained in the employ of the Company.

    


               14.     Headings.  The
headings contained in this Agreement are intended solely for convenience and
shall not affect the rights of the parties to this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    If this
letter sets forth our agreement on the subject matter hereof, kindly sign and
return to the Company the enclosed copy of this letter which will then
constitute our agreement on this subject.

    


    Sincerely,

    


     BOSTON
SCIENTIFIC CORPORATION

     

     

    By  /s/ James R.
Tobin                                                                         

    James R.
Tobin

    President
and Chief Executive Officer

    


    


    


    


    


    The
foregoing is accepted and agreed to.

    


    


    _________________________________                                                      


    [Name of
Executive]