EX-10.1 Form of Offer Letter between Boston Scientific Corporation and Timothy A. Pratt dated April 9, 2008

Exhibit 10.1

James R. Tobin
President and Chief Executive Officer

One Boston Scientific Place
Natick, MA ###-###-####

508 ###-###-#### Tel
508 ###-###-#### Fax
www.bostonscientific.com

April 9, 2008

Mr. Timothy A. Pratt
2555 Grand Boulevard
Kansas City, Missouri 64108

Dear Tim:

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

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

SIGN-ON BONUS

Boston Scientific will provide you with a “one-time” sign-on bonus of $200,000 (gross amount), one half to be paid within 30 days of your start date and the remaining half to be paid within 30 days of your six-month anniversary of employment. You must be employed by Boston Scientific to receive the sign-on bonus; should you leave Boston Scientific prior to the first anniversary of your start date, you will be required to pay back the full amount(s) of the sign-on bonus you received.

COMPENSATION

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

Base Salary: Base gross salary for this position will be $20,192.31 currently payable bi-weekly, equivalent to $525,000 on an annualized basis. Your performance and compensation will generally be reviewed on an annual basis. The Boston Scientific performance year currently runs from January 1 through December 31 of each year. If your date of employment is on or before November 1, you are eligible to participate in the current year’s performance and compensation review based on your manager’s

assessment of your performance. Any compensation change will be prorated based on your date of employment. If your date of employment is after November 1, your first performance and compensation review will occur in the following year.

Performance Incentive Plan: The Boston Scientific performance year currently runs from January 1 through December 31 of each year. The Performance Incentive Plan provides employees with the opportunity for a variable financial incentive in recognition of individual and company performance in a given year. You are eligible to participate in the annual Performance Incentive Plan beginning this year and you will be eligible to receive a full-year’s bonus amount. Per the current plan, your annual target incentive is 75% of base salary. Your actual award will be based on your achievement of individual goals and the company’s achievement of corporate performance goals. Under the current plan, you must be an active employee on December 31 of the then current year to be eligible for payment. A copy of the 2008 Performance Incentive Plan will be provided to you.

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

Equity: As part of this offer of employment, the Compensation Committee of the Boston Scientific Board of Directors (“Compensation Committee”) has approved a grant to you of an option to purchase shares of Boston Scientific common stock having a value on your actual hire date (the date of grant) of $1,000,000 and has also approved an award to you of Deferred Stock Units (“DSUs”) having a value on your actual hire date (the date of grant) of $1,000,000. The stock option grant and DSU award will be made pursuant to one of the Boston Scientific Long Term Incentive Plans. Our Long Term Incentive Plans are designed to share the rewards of the business with individuals who most significantly contribute to the achievement of the company’s strategic and operating goals.

Non-Qualified Stock Options: The option grant will provide you with the opportunity to purchase shares of Boston Scientific common stock. The number of stock options will be calculated and the exercise price per share will be set on your actual hire date, using the Fair Market Value of Boston Scientific common stock on that date. The option grant will vest in four equal annual installments beginning on the first anniversary of the date of grant and will expire on the 10^th anniversary of the grant date. In all other respects the option grant will be subject to the provisions of the applicable Long Term Incentive Plan and Non-Qualified Stock Option Agreement. In accordance with the applicable Long Term Incentive Plan, any unvested stock options will accelerate upon your Retirement, Disability, death or a Change in Control of Boston Scientific (as those terms are defined in the applicable Long Term Incentive Plan) and remain exercisable until the expiration of the stated term of the stock option.

DSU Award: The DSU award reflects Boston Scientific’s commitment to grant to you a number of shares of Boston Scientific common stock (less applicable tax and other withholdings), to be issued to you in five equal annual increments beginning on the first anniversary of the date of the grant. The DSU Award will be granted on your actual hire date and the number of DSUs to be awarded will be calculated using the Fair Market Value of Boston Scientific common stock on the date of grant. This award is also subject to all provisions of the applicable Long Term Incentive Plan and Deferred Stock Unit Agreement. In accordance with the applicable Long Term Incentive Plan, upon your Retirement, Disability, death or a Change in Control of Boston Scientific (as those terms are defined in the applicable Long Term Incentive Plan), we will issue to you or your beneficiary (as the case may be), any shares of Boston Scientific stock to be awarded to you in accordance with this letter that remain subject to eligibility conditions.

RELOCATION

To assist you with your move to the Boston area, Boston Scientific is pleased to provide you with specific relocation benefits under the Tier V Executive Officer level of Boston Scientific’s relocation program, with approval of any exceptions to be given by Lucia Quinn, Executive Vice President, Human Resources. Diane Maroney, Boston Scientific’s Domestic Relocation Manager, will contact you to discuss the relocation program in more detail. Please be aware that in connection with the relocation assistance being offered, you will be required to sign an Agreement to Reimburse form (a sample of which is enclosed) which, among other things, contains a requirement to repay relocation costs if you leave the Company within a specified period of time for certain reasons.

PLEASE NOTE: If Home Sale Assistance is an aspect of your relocation assistance, it is required that your third-party relocation vendor be allowed to make the initial call to the realtor of your choice. Therefore, please do not contact a realtor directly before coordination with Boston Scientific, as to do so many impact your eligibility for relocation assistance.

Any relocation questions you may have should be directed to Diane Maroney, US Domestic Relocation Manager, at ###-###-#### or e-mail, ***@***.

BENEFITS

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

Executive Retirement Plan: As a member of the Executive Committee, if you “retire” from Boston Scientific (as that term is defined in our Executive Retirement Plan), you may be eligible to receive certain benefits provided in that Plan, including a lump sum payment equal to 2.5 months of base salary times your years of service, subject to a

maximum benefit of 36 months. A copy of Boston Scientific’s Executive Retirement Plan has already been provided to you.

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

AUTHORIZATION TO WORK

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

BACKGROUND VERIFICATION

A background verification satisfactory to Boston Scientific has been completed as of your signature date on this letter.

EMPLOYMENT AT WILL

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

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ACCEPTANCE

This offer letter is contingent upon the following:

•		Successful completion of reference and background checks, as described in this letter;
•		A formal acceptance date no later than April 18,2008;
•		A start date of May 1, 2008; and
•		Your return of all completed, signed paperwork listed on the enclosed New Employee Checklist, including but not limited to the Employee Agreement, so that Boston Scientific receives it four (4) business days before your start date.

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

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

Sincerely,

/s/ James R. Tobin   James R. Tobin		/s/ Lucia Luce Quinn   Lucia Luce Quinn
President and Chief Executive Officer		Executive Vice President,
		Human Resources

Agreed to and Accepted by		/s/ Timothy A. Pratt   Timothy A. Pratt		Date: 4/10/08

Enclosures:
Employee Agreement
Benefits Literature
Code of Conduct
New Employee Checklist/Forms/Equal Employment Policy Statement
Policy Against Harassment
Orientation for New Hires
Agreement to Reimburse
2008 Performance Incentive Plan
Retention Agreement
Indemnification Agreement