WWW.EXFILE.COM, INC. -- 14949 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.16 TO FORM 10-K


     

    EXHIBIT
      10.16


     

    


    


    


    


    


    Boston
      Scientific Corporation

    


    2003
      Long-Term Incentive Plan

    


    Deferred
      Stock Unit Award Agreement

    


    February
      13, 2007

    


    


    


    


    


    Employee’s
      Name

    


    


     

     

     

    


     

    


     

    


     

     

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    BOSTON
      SCIENTIFIC CORPORATION

    


    INTENT
      TO GRANT

    


    DEFERRED
      STOCK UNIT AWARD AGREEMENT

    


    


    This
      Agreement, dated as of the 13th
      day of
      February, 2007 (the “Grant Date”),
      is between
      Boston Scientific Corporation, a Delaware corporation (the “Company”), and 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
      “Unit”), 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 Retirement or Disability of the
      Participant) and Section 8 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 7 hereof in approximately equal
      annual installments on each of five anniversaries of the date first set forth
      above, beginning on the first anniversary of the date of grant. No shares of
      Stock shall otherwise 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.    
Retirement
      or Disability.
      In the
      event of the Participant’s Retirement or Disability, the Company will issue to
      Participant any shares of Stock to be awarded hereunder that remain subject
      to
      eligibility conditions.

    


    7.    
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, Retirement or
      Disability, any Units that remain subject to eligibility conditions shall be
      void and no Stock shall be issued. 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 as set forth in Section 3
      above.

    


    8.    
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.

    


    9.    
Consideration
      for Stock.
      The
      shares of Stock are intended to be issued for no cash
      consideration.

    


    10.    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
      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.

    


    11.    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 11 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. 

     

    12.    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.

    


    13.    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.

    


    14.    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 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.

    


    15.    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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16.    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.

    


    17.    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.

    


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

    


    19.    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.

    


    


    


    


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    SIGNATURE
      PAGE

    


    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: 

    


    Issuance
      Schedule

    20%  February
      13, 2008

    20%  February
      13, 2009

    20%  February
      13, 2010

    20%  February
      13, 2011

    20%  February
      13, 2012

    


    


    


    


    
      	 	
              PARTICIPANT:

              


              


              Signature
                _____________________________

              <<Employee
                Name>>
 


    

    


    


    


    


    
      	 	
              BOSTON SCIENTIFIC CORPORATION

               

               


               

              James R. Tobin

              President and Chief Executive
                Officer 

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
      A

    


    Nature
      of Grant.
      In
      accepting the grant, I acknowledge that:

    


    (1)    the
      Plan
      is established voluntarily by the Corporation, is discretionary in nature and
      may be modified, amended, suspended or terminated by the Corporation at any
      time;

    


    (2)    this
      Award is does not create any contractual or other right to receive future
      awards, or other benefits in lieu of an award, even if awards have been given
      repeatedly in the past, and all decisions with respect to future awards, if
      any,
      will be at the sole discretion of the Corporation; 

    


    (3)    this
      Award is not part of normal or expected compensation or salary for any purposes,
      including, but not limited to, calculating any severance, termination, bonuses,
      retirement benefits or similar payments; 

    


    (4)    the
      future value of the Stock is unknown and cannot be predicted with certainty;
      and

    


    (5)    in
      consideration of the Award, no claim or entitlement to compensation or damages
      shall arise from termination of the Award resulting from termination of my
      employment by the Corporation (for any reason whatsoever and whether or not
      in
      breach of local labor laws) and I irrevocably release the Corporation from
      any
      such claim that may arise; if, notwithstanding the foregoing, any such claim
      is
      found by a court of competent jurisdiction to have arisen, then, by accepting
      this Award, I shall be deemed irrevocably to have waived my entitlement to
      pursue such claim.

     

    Data
      Privacy. 
I
      hereby explicitly and unambiguously consent to the collection, use and transfer,
      in electronic or other form, of my personal data as described herein by and
      among, as applicable, the Corporation and its subsidiaries and affiliates for
      the exclusive purpose of implementing, administering and managing my
      participation in the Plan.

    


    I
      understand that the Corporation holds certain personal information about me,
      including, but not limited to, my name, home address and telephone number,
      date
      of birth, social insurance number or other identification number, salary,
      nationality, job title, any shares of stock or directorships held in the
      Corporation, details of all options or any other entitlement to shares of stock
      awarded, canceled, exercised, vested, unvested or outstanding in my favor,
      for
      the purpose of implementing, administering and managing the Plan (“Data”). I
      understand that Data may be transferred to any third parties assisting in the
      implementation, administration and management of the Plan, that these recipients
      may be located in my country or elsewhere, and that the recipient’s country may
      have different data privacy laws and protections than my country. I understand
      that I may request a list with the names and addresses of any potential
      recipients of the Data by contacting my local human resources representative.
      I
      authorize the recipients to receive, possess, use, retain and transfer the
      Data,
      in electronic or other form, for the purposes of implementing, administering
      and
      managing my participation in the Plan, including any requisite transfer of
      such
      Data as may be required to a broker or other third party with whom I may elect
      to deposit any shares of stock acquired upon exercise of the option. I
      understand that Data will be held only as long as is necessary to implement,
      administer and manage my participation in the Plan. I understand that I may,
      at
      any time, view Data, request additional information about the storage and
      processing of Data, require any necessary amendments to Data or refuse or
      withdraw the consents herein, in any case without cost, by contacting in writing
      my local human resources representative. I understand, however, that refusing
      or
      withdrawing my consent may affect my ability to participate in the Plan. For
      more information on the consequences of my refusal to consent or withdrawal
      of
      consent, I understand that I may contact my local human resources
      representative.

    


    Electronic
      Delivery of Documents.
      The
      Corporation may, in its sole discretion, decide to deliver any documents related
      to the option granted under and participation in the Plan or future options
      that
      may be granted under the Plan by electronic means or to request my consent
      to
      participate in the Plan by electronic means. I hereby consent to receive such
      documents by electronic delivery and, if requested, to agree to participate
      in
      the Plan through an on-line or electronic system established and maintained
      by
      the Corporation or another third party designated by the
      Corporation.