www.EXFILE.com  888.775-4789    BOSTON SCIENTIFIC -- EXHIBIT 10.3 TO FORM 8-K   14506


     

    EXHIBIT
      10.3


    


     

    
      FORM
        OF

       

    

    BOSTON
      SCIENTIFIC CORPORATION  

    


    INTENT
      TO GRANT

    


    DEFERRED
      STOCK UNIT AWARD AGREEMENT

    


    


    This
      Agreement, dated as of the 10th day of July, 2006 (the "Grant Date"), is between
      Boston Scientific Corporation, a Delaware corporation (the "Company"), and
      the
      person whose name appears on the Signature Page of this Agreement (the
      "Participant"), an employee of the Company or any of its affiliates or
      subsidiaries. All capitalized terms not otherwise defined herein shall have
      the
      meaning ascribed thereto in the Company's Long-Term Incentive Plan set forth
      on
      the Signature Page of this Agreement (the "Plan"). 

    


    1. 
Grant
      and Acceptance of Award.
      The
      Company hereby indicates its intent to award to the Participant that number
      of
      Deferred Stock Units set forth on the Signature Page of this Agreement (the
      "Units"), each Unit representing the Company's commitment to issue to
      Participant one share of the Company's common stock, par value $.01 per share
      (the "Stock"), subject to certain eligibility and other conditions set forth
      herein. The award is intended to be granted pursuant to and is subject to the
      terms and conditions of this Agreement and the provisions of the Plan.


    


    2. 
Eligibility
      Conditions upon Award of Units.
      Participant hereby acknowledges the intent of the Company to award Units subject
      to certain eligibility and other conditions set forth herein. 

    


    3. 
Satisfaction
      of Conditions.
      Except
      as otherwise provided in Section 5 hereof (relating to death of the
      Participant), Section 6 hereof (relating to Disability of the Participant),
      Section 7 hereof (relating to Retirement of the Participant), Section 8 hereof
      (relating to Other Conditions) and Section 10 hereof (relating to Change in
      Control of the Company), the Company intends to award shares of Stock hereunder
      subject to the eligibility conditions described in Section 9 hereof in
      approximately equal annual installments on each of three anniversaries of the
      date first set forth above, beginning on the first anniversary of the date
      of
      grant. No shares of Stock shall be issued to Participant prior to the date
      on
      which the Units vest.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. 
Participant's
      Rights in Stock.
      The
      shares of Stock if and when issued hereunder shall be registered in the name
      of
      the Participant and evidenced in the manner as the Company may determine. During
      the period prior to the issuance of Stock, the Participant will have no rights
      of a stockholder of the Company with respect to the Stock, including no right
      to
      receive dividends or vote the shares of Stock.

    


    5. 
Death.
      Upon
      the death of the Participant while employed by the Company and its affiliates
      or
      subsidiaries, the Company will issue to the Participant or beneficiary of the
      Participant as set forth under the provisions of the Company's program of life
      insurance for employees, any shares of Stock to Participant to be awarded
      hereunder that remain subject to eligibility conditions.

    


    6. 
Disability.
      In the
      event of the Participant's Disability, the Company will issue to Participant
      any
      shares of Stock to be awarded hereunder that remain subject to eligibility
      conditions.

    


    7.             
      Retirement.
      Upon the Participant’s Retirement, the Company will issue to Participant any
      shares of Stock to be awarded hereunder that remain subject to eligibility
      conditions.

    


    8. 
Other
      Conditions. In the event of (i) a company-initiated termination of
      Participant’s employment for reasons other than for Cause, or (ii) the
      Participant’s decision to terminate employment for Good Reason (as defined in
      the Retention Agreement between the Company and the Participant), the Company
      will issue to Participant any shares of Stock to be awarded hereunder that
      remain subject to eligibility conditions.

    


    9. 
Other
      Termination of Employment -- Eligibility Conditions.
      If the
      employment of the Participant with the Company and its affiliates or
      subsidiaries is terminated or Participant separates from the Company and its
      affiliates or subsidiaries for any reason other than death, Disability,
      Retirement or the Other Conditions described in Section 8 hereof, any Units
      that
      remain subject to eligibility conditions shall be void and no Stock shall be
      issued to the Participant. Eligibility to be issued shares of Stock is
      conditioned on Participant’s continuous employment with the Company through and
      on the applicable anniversary of the date of grant as set forth in Section
      3
      above.

    


    10.           
      Change
      in Control of the Company.
      In the
      event of a Change in Control of the Company, the Company will issue to
      Participant any shares of Stock to be awarded hereunder that remain subject
      to
      eligibility conditions.

    


    11.           
      Consideration
      for Stock.
      The
      shares of Stock are intended to be issued for no cash
      consideration.

    


    12.           
      Delivery
      of Stock.
      The
      Company shall not be obligated to deliver any shares of Stock to be awarded
      hereunder until (i) all federal and state laws and regulations as the Company
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    may
      deem
      applicable have been complied with; (ii) the shares have been listed or
      authorized for listing upon official notice to the New York Stock Exchange,
      Inc.
      or have otherwise been accorded trading privileges; and (iii) all other legal
      matters in connection with the issuance and delivery of the shares have been
      approved by the Company's legal department.

    


    13.           
      Tax
      Withholding.
      The
      Participant shall be responsible for the payment of any taxes of any kind
      required by any national or local law to be paid with respect to the Units
      or
      the shares of Stock to be awarded hereunder, including, without limitation,
      the
      payment of any applicable withholding, income, social and similar taxes or
      obligations. Except as otherwise provided in this Section, upon the issuance
      of
      Stock or the satisfaction of any eligibility condition with
      respect to the Stock to be issued hereunder, the Company shall hold back from
      the total number of shares of Stock to be delivered to the Participant, and
      shall cause to be transferred to the Company, whole shares of Stock having
      a
      Fair Market Value on the date the shares are subject to issuance an amount
      as
      nearly as possible equal to (rounded to the next whole share) the Company’s
      withholding, income, social and similar tax obligations
      with respect to the Stock. To the extent of the Fair Market Value of the
      withheld shares, Participant shall be deemed to have satisfied Participant’s
      responsibility under this Section 13 to pay these obligations. The Participant
      shall satisfy Participant’s responsibility to pay any other withholding, income,
      social or similar tax obligations with respect to the Stock, and (subject to
      such rules as the Committee may prescribe) may satisfy Participant’s
      responsibility to pay the tax obligations described in the immediately preceding
      sentence, by so indicating to the Company in writing at least thirty (30) days
      prior to the date the shares of Stock are subject to issuance and paying the
      amount of these tax obligations in cash to the Company within ten (10) business
      days following the date the Units vest or by making other arrangements
      satisfactory to the Committee for payment of these obligations. In no event
      shall whole shares be withheld by or delivered to the Company in satisfaction
      of
      tax withholding requirements in excess of the maximum statutory tax withholding
      required by law. The Participant agrees to indemnify the Company against any
      and
      all liabilities, damages, costs and expenses that the Company may hereafter
      incur, suffer or be required to pay with respect to the payment or withholding
      of any taxes. The obligations of the Company under this Agreement and the Plan
      shall be conditional upon such payment or arrangements, and the Company shall,
      to the extent permitted by law, have the right to deduct any such taxes from
      any
      payment of any kind otherwise due to the Participant.

     

    14.           
      Investment
      Intent.
      The
      Participant acknowledges that the acquisition of the Stock to be issued
      hereunder is for investment purposes without a view to distribution
      thereof.

    


    15.           
      Limits
      on Transferability.
      Until
      the eligibility conditions of this award have been satisfied and shares of
      Stock
      have been issued in accordance with the terms of this Agreement or by action
      of
      the Committee, the Units awarded hereunder are not transferable and shall not
      be
      sold, transferred, assigned, pledged, gifted, hypothecated or otherwise disposed
      of or encumbered by the Participant. Transfers of shares of Stock by the
      Participant are subject to the Company’s Stock Trading Policy.

    


    16.           
      Award
      Subject to the Plan.
      The
      award to be made pursuant to this Agreement is made subject to the Plan. The
      terms and provisions of the Plan as it may be amended from time 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    to
      time
      are hereby incorporated herein by reference. In the event of a conflict between
      any term or provision contained in this Agreement and a term or provision of
      the
      Plan, the applicable terms and conditions of the Plan will govern and prevail.
      However, no amendment of the Plan after the date hereof may adversely alter
      or
      impair the issuance of the Stock to be made pursuant to this
      Agreement.

    


    17.           
      No
      Rights to Continued Employment.
      The
      Company’s intent to grant the shares of Stock hereunder shall not confer upon
      the Participant any right to continued employment or other association with
      the
      Company or any of its affiliates or subsidiaries; and this Agreement shall
      not
      be construed in any way to limit the right of the Company or any of its
      subsidiaries or affiliates to terminate the employment or other association
      of
      the Participant with the Company or to change the terms of such employment
      or
      association at any time.

    


    18.           
      Legal
      Notices.
      Any
      legal notice necessary under this Agreement shall be addressed to the Company
      in
      care of its General Counsel at the principle executive offices of the Company
      and to the Participant at the address appearing in the personnel records of
      the
      Company for such Participant 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.

    


    19.           
      Governing
      Law.
      The
      interpretation, performance and enforcement of this Agreement shall be governed
      by the laws of The Commonwealth of Massachusetts (without regard to the conflict
      of laws principles thereof) and applicable federal laws.

    


    20.           
      Headings.
      The
      headings contained in this Agreement are for convenience only and shall not
      affect the meaning or interpretation of this Agreement.

    


    21.           
      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 the one
      and the same instrument.

    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    


    IN
      WITNESS WHEREOF, the Company, by its duly authorized officer, and the
      Participant have executed and delivered this Agreement as a sealed instrument
      as
      of the date and year first above written.

    


    PLAN:
      2003 LONG-TERM INCENTIVE PLAN

    Number
      of
      Deferred Stock Units:       50,000 

    


    Issuance
      Schedule

    33
      1/3%  July
      1,
      2007

    33
      1/3%  July
      1,
      2008

    33
      1/3%  July
      1,
      2009

     

     

     

    
      	 	 	 
	 	BOSTON
              SCIENTIFIC
              CORPORATION
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
James
              R. Tobin
	 	
            




    


    


    
       

      
        
          	 	  
	 	PARTICIPANT
	 
 	 
 
	
                	 
	 	
                  
Name                                                                          
                  
	 	
                


        



    

    


     

     

     

     

     

    
      
        
        

      

      
        5