www.EXFILE.com  888.775-4789    BOSTON SCIENTIFIC -- EXHIBIT 10.2 TO FORM 8-K   14506


     

    EXHIBIT
      10.2


     

     

    
 

    


    Form
      of

     

    Boston
      Scientific Corporation

    


    2003
      Long-Term Incentive Plan

    


    Non-Qualified
      Stock Option Agreement

    


    July
      10, 2006

    


    PREPARED
      FOR:

    


    Name

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 10th day of July, 2006. This Agreement
      is
      made pursuant to the Boston Scientific Corporation 2003 Long-Term Incentive
      Plan, as amended (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 July 10, 2006 until July 10, 2016 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, or (iii) in whole or in part in Common Stock of the Corporation
      owned by the Optionee, valued at Fair Market Value.

    


    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 specified by the
      Corporation, subject to Optionee's payment in full for 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 Service

              


      

    

    


    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. In
      addition, in the event of the Optionee’s termination of employment for reasons
      of (i) a company-initiated termination of employment other than for Cause,
      or
      (ii) the Optionee’s decision to terminate employment for Good Reason (as defined
      in the Retention Agreement between the Company and the Optionee) during the
      vesting period of the Option, all remaining unexercised portions of the Option
      shall vest and become immediately exercisable by the Optionee until the
      expiration date of the Option or such other time as the Committee may determine
      at or after grant.

    


    Upon
      termination of the Optionee’s employment for reasons other than for Cause or as
      listed in this Section IV above, the Optionee shall have the shorter of (i)
      twelve (12) months from the date of departure 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 those set
      forth above, 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 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
                Membership

            


    

    


    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. All vested portions of the Option shall terminate immediately prior
      to the Change in Control 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 Change in Control. 

    


    
      
        


        
          	
                  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 the Optionee or
      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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              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 this Agreement 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            
              
                	
                        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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    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: 50,000

    


    Exercise
      Price: $16.36

    


    Vesting
      Schedule:

    


      

    
      	
              Percent
                of Option

            	
              Shares
                Vesting

            	
              Date
                Vested

            
	
              25%

            	
              12,500

            	
              July
                10, 2007

            
	
              25%

            	
              12,500

            	
              July
                10, 2008

            
	
              25%

            	
              12,500

            	
              July
                10, 2009

            
	
              25%

            	
              12,500

            	
              July
                10, 2010

            


    

     

     

     

    

      
        	
              	
                OPTIONEE

              	 
	 	 	 
	 	 	 
	 	
                Signature:

              	 
	 	
                Name:

              	
                Donald
                  S. Baim

              
	
                 

              	 	 


      

    

     

    
 

    
      

        
          	
                	
                  BOSTON
                    SCIENTIFIC CORPORATION

                
	 	 
	 	
                   


                   

                
	 	
                  James
                    R. Tobin

                
	 	
                  
                    President
                      and Chief Executive Officer