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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
 
 
FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
Date of Report (Date of earliest event reported):     December 29, 2006

 
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in charter)

DELAWARE
1-11083
04-2695240
(State or other
(Commission
(IRS employer
jurisdiction of
file number)
identification no.)
incorporation)
    

One Boston Scientific Place, Natick, Massachusetts
01760-1537
  
(Address of principal executive offices)
(Zip code)
  

Registrant’s telephone number, including area code:  (508) 650-8000
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

1.     
2007 Performance Incentive Plan

As part of its overall compensation program, Boston Scientific Corporation (the "Company") provides an annual cash incentive opportunity for salaried personnel, including executive officers, under its Performance Incentive Plan. Cash incentives are generally based upon the level of achievement of quarterly Company, divisional and individual objectives. Effective January 1, 2007, the Executive Compensation and Human Resources Committee of the Board of Directors (the "Compensation Committee") adopted the Company's 2007 Performance Incentive Plan. The 2007 Performance Incentive Plan continues to measure corporate performance on a quarterly basis against sales, profitability and quality goals but now also measures corporate performance based on achievement of full year results against the annual plan. Individual achievement for an executive officer is measured by the performance of the strategic functions for which each executive officer is responsible. A copy of the Company's 2007 Performance Incentive Plan dated January 1, 2007 is attached hereto as Exhibit 10.1.


2.    
401(k) Retirement Savings Plan

Effective January 1, 2007, the Compensation Committee amended the Company’s 401(k) Retirement Savings Plan to add a new employee after-tax contribution (Roth) feature and an automatic enrollment feature for new employees.


3.    
2006 Global Employee Stock Ownership Plan

Effective January 1, 2007 the Compensation Committee amended the Company’s U.S. and International 2006 Global Employee Stock Ownership Plan to reduce from 15% to 10% the employee discount for purchasing the Company’s stock through the program.



ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.     Description

10.1        
Form of 2007 Performance Incentive Plan

 
 
 

SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
     
  BOSTON SCIENTIFIC CORPORATION
 
 		  
 		  
 
Date:       January 8, 2007 By:   /s/ Lawrence J. Knopf
 
Lawrence J. Knopf
 
Vice President and Assistant General Counsel