BOSTON SCIENTIFIC CORP
LONG-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh10-1_13134.txt
<DESCRIPTION>LONG-TERM INCENTIVE PLAN
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------






                          BOSTON SCIENTIFIC CORPORATION

                          [_] LONG-TERM INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                      DATE

                                  PREPARED FOR:

                                 EMPLOYEE'S NAME

<PAGE>

This Agreement is entered into by and between Boston Scientific Corporation (the
"Corporation") and the person whose name appears on the signature page hereof
(the "Optionee") effective as of the ____ day of __________, 200[_]. This
Agreement is made pursuant to the Boston Scientific Corporation [_] Long-Term
Incentive Plan (the "Plan"), which is administered by the Committee.

Capitalized terms not defined in this Agreement have the same meanings specified
in the Plan.


I.       GRANT OF OPTION

The Corporation hereby grants to the Optionee a Non-Qualified Stock Option (the
"Option") to purchase that number of shares of common stock of the Corporation
set forth on the signature page hereof (the "Option Shares") at the price set
forth on the signature page hereof (the "Exercise Price").


II.      TERM AND VESTING OF OPTION

Except as otherwise provided in Section IV, the Option shall have a term of ten
(10) years from ___________, 200[ ] until ___________, 20[_] and shall vest in
accordance with the vesting schedule set forth on the signature page hereof.


III.     EXERCISE OF OPTION

While this Option remains exercisable, the Optionee may exercise a vested
portion of the Option by delivering to the Corporation or its designee in the
form and at the location specified by the Corporation, notice stating the
Optionee's intent to exercise a specified number of shares subject to the Option
and payment of the full Exercise Price for the specified number of shares. The
payment for the full Exercise Price for the shares exercised must be made in (i)
cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the
order of the Corporation, (iii) in whole or in part in Common Stock of the
Corporation owned by the Optionee, valued at Fair Market Value or (iv) if
available to the Optionee, by "cashless exercise", by the Optionee delivering to
his/her securities broker instructions to sell a sufficient number of shares of
Common Stock to cover the Exercise Price, applicable tax obligations and the
brokerage fees and expenses associated therewith.

Shares of Common Stock of the Corporation used for payment, in whole or part, of
the Exercise Price must have been owned by the Optionee, free and clear of all
liens or encumbrances for a period of at least six (6) months prior to the
exercise date. In addition, the Committee may impose such other or different
requirements as it may deem necessary to avoid charges to earnings of the
Corporation.

The exercise date for the Optionee's exercise of all or a specified portion of
the Option pursuant to this Section III will be deemed to be the date on which
the Corporation receives the irrevocable commitment from the Optionee to
exercise the Option Shares in the form of notice of exercise

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<PAGE>

specified by the Corporation, subject to Optionee's payment in full of the
Option Shares to be exercised. Notice of exercise of all portions of the Option
being exercised along with payment in full of the Exercise Price for such
portion must be received by the Corporation or its designee on or prior to the
last day of the Option term, as set forth in Section II above, except as
provided in Section IV below.

Upon the Corporation's determination that there has been a valid exercise of the
Option, the Corporation shall issue certificates in accordance with the terms of
this Agreement, or cause the Corporation's transfer agent to make the necessary
book entries, for the shares subject to the exercised portion of the Option.
However, the Corporation shall not be liable to the Optionee, the Optionee's
personal representative, or the Optionee's successor(s)-in-interest for damages
relating to any delays in issuing the certificates or in making book entries,
any loss of the certificates, or any mistakes or errors in the issuance of the
certificates or in making book entries, or in the certificates themselves.


IV.      TERMINATION OF EMPLOYMENT

Upon the Optionee's termination of employment for reasons of Retirement, death
or Disability, all remaining unexercised portion(s) of the Option shall
immediately vest and become exercisable by the Optionee or the Optionee's
appointed representative, as the case may be, until the expiration of term of
the Option, or such other term as the Committee may determine at or after grant,
provided that such exercise period does not extend beyond the original term of
the Option and no portion of the Option shall become vested earlier than six (6)
months from the date of grant.

Upon termination of the Optionee's employment for reasons other than for Cause
or those set forth above, the Optionee shall have the shorter of (i) twelve (12)
months from the date of termination or (ii) the remaining term of the Option, to
exercise all vested, unexercised portion(s) of the Option. Upon termination of
the Optionee's employment for reasons other than for Cause, all non-vested
unexercised portions of the Option shall lapse; provided that the Committee, in
its sole discretion, may extend the exercise period and/or accelerate vesting of
unvested portions of the Option provided that such exercise period does not
extend beyond the original term of the Option and no portion of the Option shall
become vested earlier than six (6) months from the date of grant.

At the time the Optionee is informed of termination of the Optionee's employment
for Cause, all unexercised portions of the Option shall lapse and be forfeited.

The Option, to the extent unexercised on the date following the end of any
period described above or the Option term set forth above in Section II, shall
thereupon lapse and be forfeited.

Any permitted transferee (pursuant to Section VIII below) of the Optionee shall
receive the rights herein granted subject to the terms and conditions of this
Agreement. No transfer of this Option shall be approved and effected by the
Corporation unless (i) the Corporation shall have been timely furnished with
written notice of such transfer and any copies of such notice as the Committee
may deem, in its sole discretion, necessary to establish the validity of the
transfer; (ii) the transferee or

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<PAGE>

transferees shall have agreed in writing to be bound by the terms and conditions
of this Agreement; and (iii) such transfer complies with applicable laws and
regulations.


V.       NO RIGHTS TO CONTINUED EMPLOYMENT

The Option grant made under the Plan and this Agreement shall not confer on the
Optionee any right to continue serving as an employee of the Corporation and
this Agreement shall not be construed in any way to limit the Corporation's
right to terminate or change the terms of the Optionee's employment.


VI.      CHANGE IN CONTROL

All unvested portions of the Option shall vest in the event of a Change in
Control (as defined in the Plan), immediately prior to the effective date of the
Change in Control and in the case of a Covered Transaction (as defined in the
Plan), at least ten (10) days prior to the effective date of a Covered
Transaction. This Option shall terminate immediately prior to the Covered
Transaction unless the Committee provides, at its discretion, for the
substitution or assumption of the Option, by conversion into an option to
acquire securities of equivalent kind and value of the surviving entity as of
the effective date of the Covered Transaction.


VII.     LEGEND ON CERTIFICATE

The certificates representing the shares received by the Optionee pursuant to
the exercise of the Option may be stamped or otherwise imprinted with a legend
in such form as the Corporation or its counsel may require with respect to any
applicable restrictions on sale or transfer and the stock transfer records of
the Corporation may reflect stop-transfer instructions with respect to such
shares.


VIII.    TRANSFERABILITY

Except as required by law, the Option granted under this Agreement is not
transferable and shall not be sold, transferred, assigned, pledged, gifted,
hypothecated or otherwise disposed of by the Optionee other than by will or the
laws of descent and distribution or without payment of consideration to Family
Members of the Optionee or to trusts or other entities for the benefit of
immediate family members of the Optionee. During the Optionee's lifetime, the
Option is exercisable only by the Optionee, except as provided in Section IV
above.

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<PAGE>

IX.      SATISFACTION OF TAX OBLIGATIONS

The Optionee agrees to make appropriate arrangements with the Corporation for
satisfaction of any applicable federal, state or local income tax, withholding
requirements or like requirements, including the payment to the Corporation at
the time of exercise of the Option of all such taxes and requirements.


X.       SECURITIES LAWS

Upon the acquisition of any shares pursuant to the exercise of the Option,
Optionee will make or enter into such written representations, warranties and
agreements as the Corporation may reasonably request in order to comply with
applicable securities laws, or with the Plan.


XI.      LEGAL NOTICES

Any legal notice necessary under this Agreement shall be addressed to the
Corporation in care of its Secretary at the principal executive office of the
Corporation and to the Optionee at the address appearing in the personnel
records of the Corporation for such Optionee or to either party at such other
address as either party may designate in writing to the other. Any such notice
shall be deemed effective upon receipt thereof by the addressee.


XII.     CHOICE OF LAW

The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of The Commonwealth of Massachusetts (without regard to the
conflicts of laws principles) and applicable federal laws.


XIII.    CONFLICTS

The Option granted by this Agreement is subject to the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby
incorporated herein by reference. This Agreement contains terms and provisions
established by the Committee specifically for the grant described herein. Unless
the Committee has been authorized under the Plan to establish specific terms of
an option grant, the terms of the Plan shall govern. The Committee retains the
right to alter or modify the Option granted under this Agreement as the
Committee may determine as in the best interests of the Company.


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<PAGE>

XIV.     HEADINGS

The headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.


XV.      COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.







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<PAGE>

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Optionee have executed and delivered to the Agreement effective as of the date
and year first above written.



Option Shares:  # of Shares

Exercise Price:   FMV (Date of Grant)

Vesting Schedule:

           Percent of Option           Shares Vesting              Date Vested
           -----------------           --------------              -----------
                 33 1/3%                                           ____________
                 33 1/3%                                           ____________
                 33 1/3%                                           ____________



                                              OPTIONEE


                                              Signature:
                                                        -----------------------
                                              Name:     Employee Name




                                              BOSTON SCIENTIFIC CORPORATION




                                              [Authorized Officer]









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