WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.65 TO FORM 10-K


    EXHIBIT
10.65


    


    


    May 16,
2008

    


    


    Mr.
Jeffrey D. Capello

    49
Walpole Street

    Dover,
MA  02030

    


    Dear
Jeff:

    


    On behalf
of Boston Scientific Corporation, we are very pleased to confirm our offer of
employment to you.  Your Boston Scientific title will be Senior Vice
President, Chief Accounting Officer and Corporate Controller.  You
will report to Sam Leno, Executive Vice President and Chief Financial
Officer.  As part of this offer, you will become a member of Boston
Scientific’s Operating Committee.  We look forward to a productive and
successful working relationship and to your formal acceptance of this offer of
employment.

    


    This
letter, the enclosed Employee Agreement and Code of Conduct summarize our
understanding of the terms of your employment and provide you the means to
accept our offer as described.

    


    SIGN-ON
BONUS

    Boston
Scientific will provide you with a “one-time” sign-on bonus of $500,000 (gross
amount), which will be paid at the time of your first paycheck.  You
must be employed by Boston Scientific to receive the sign-on
bonus.  If you should leave Boston Scientific voluntarily prior to the
first anniversary of your start date, you will be required to pay back $250,000
of the sign-on bonus within 30 days of your departure.

    


    COMPENSATION

    Through
annual and long-term programs, Boston Scientific’s compensation programs provide
our employees with significant compensation opportunities on a pay for
performance basis.  The objective of these programs is to recognize
and reward both individual and company performance.

    


    Base Salary:  Base
gross salary for this position will be $18,846.16, currently payable bi-weekly,
equivalent to $490,000.16 on an annualized basis.  Your performance
and compensation will generally be reviewed on an annual basis.  The
Boston Scientific performance year currently runs from January 1 through
December 31 of each year.  If your date of employment is on or before
November 1, you are eligible to participate in the current year’s performance
and compensation review based on your manager’s assessment of your
performance.   If your date of employment is after November 1,
your first performance and compensation review will occur in the following
year.  Based on your anticipated start date of June 16, 2008, you will
be eligible for a full 2009 merit increase in accordance with our compensation
management system and your individual performance.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Performance Incentive
Plan:  The Boston Scientific performance year currently runs
from January 1 through December 31 of each year.  The Performance
Incentive Plan provides employees with the opportunity for a variable financial
incentive in recognition of individual and company performance in a given
year.  You are eligible to participate in the annual Performance
Incentive Plan beginning this year and you will be eligible to receive a
full-year’s bonus amount.  Per the current plan, your annual target
incentive is 65% of base salary.  Your actual award will be based on
your achievement of individual goals and the company’s achievement of corporate
performance goals.  Under the current plan, you must be an active
employee on December 31 of the then current year to be eligible for
payment.  A copy of the 2008 Performance Incentive Plan is enclosed
for your review.

    


    Executive Allowance
Plan:  As a member of the Operating Committee, you will be
eligible to participate in the Boston Scientific Executive Allowance
Plan.  Under this Plan, you will receive $15,000 annually in lieu of
certain other perquisites.  This payment is subject to applicable
withholdings and is typically payable in two equal installments of $7,500 each
in the last pay periods of the months of June and December (but adjusted to your
start date in the first year of employment).  A copy of Boston
Scientific’s Executive Allowance Plan is enclosed for your review.

    


    Equity:  As part of this
offer of employment, we are recommending, subject to approval by the
Compensation Committee of the Board, which we will seek immediately and expect
to obtain prior to your anticipated start date, an equity incentive having
a value of $2,750,000 on the date of grant. At your election, the equity
incentive may be in the form of an option to purchase shares of Boston
Scientific common stock, Deferred Stock Units (“DSUs”), or a combination of
options and DSUs.  The stock option grant and DSU award will be made
pursuant to one of the Boston Scientific Long Term Incentive Plans.  Our
Long Term Incentive Plans are designed to share the rewards of the business with
individuals who most significantly contribute to the achievement of the
company’s strategic and operating goals.  Again, based on your
anticipated start date, you will be eligible for a full 2009 equity incentive
award in accordance with our equity grant guidelines then in effect and your
individual performance.

     

    Non-Qualified Stock
Options:  The option grant will provide you with the opportunity to
purchase shares of Boston Scientific common stock.  The number of stock
options will be calculated and the exercise price per share will be set on the
grant date, using a Black Scholes calculation of the value of the options on
that date.  The option grant will vest in four annual installments of 25%,
50%, 12.5%, and 12.5% beginning on the first anniversary of the date of grant
and will expire on the 10th
anniversary of the grant date.  In all other respects the option grant will
be subject to the provisions of the applicable Long Term Incentive Plan and
Non-Qualified Stock Option Agreement.  In accordance with the applicable
Long Term Incentive Plan, any unvested stock options will accelerate upon your
Retirement, Disability, death or a Change in Control of Boston Scientific (as
those terms are defined in the applicable Long Term Incentive Plan) and remain
exercisable until the expiration of the stated term of the stock
option.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    DSU Award:  The DSU Award
reflects Boston Scientific’s commitment to grant to you a number of shares of
Boston Scientific common stock (less applicable tax and other withholdings), to
be issued to you in five annual increments of 20%, 50%, 10%, 10% and 10%
beginning on the first anniversary of the date of the grant.  The DSU Award
will be granted on your actual start date and the number of DSUs to be awarded
will be calculated using the Fair Market Value (closing price) of
Boston Scientific common stock on the date of grant.  This Award is
also subject to all provisions of the applicable Long Term Incentive Plan and
Deferred Stock Unit Agreement.  In accordance with the applicable Long Term
Incentive Plan, upon your Retirement, Disability, death or a Change in Control
of Boston Scientific (as those terms are defined in the applicable Long Term
Incentive Plan), we will issue to you or your beneficiary (as the case may be),
any shares of Boston Scientific stock to be awarded to you in accordance with
this letter that remain subject to eligibility conditions.

    


    SPECIAL PAYMENT UPON
TERMINATION OF EMPLOYMENT

     Should
you be involuntarily terminated from employment other than for Cause during the
first two years of your employment, you will receive a special payment
equivalent to the combined annual salary you are then receiving and the
incentive bonus (at target) for which you are then eligible (gross
amounts).  “Cause” is defined for purposes of this paragraph to
mean:  (a) conduct constituting a material act of misconduct in
connection with the performance of your duties; or (b) criminal or civil
conviction, a plea of nolo contendere or conduct that would reasonably be
expected to result in material injury to the reputation of Boston Scientific if
you were retained in your position with Boston Scientific.

    


    PROMOTION TO EXECUTIVE
COMMITTEE

    Assuming
you are successfully performing in your current role and capable of taking on
additional responsibilities, both as determined by Boston Scientific’s Chief
Executive Officer and Chief Financial Officer, we will recommend to Boston
Scientific's Board of Directors that you be promoted in June 2009 to the
Executive Committee (EC).  This promotion to EC level will be based on the
increase in responsibilities of your existing role.  As a member of
the Executive Committee, you will be eligible to participate in the Boston
Scientific Executive Allowance Plan at a $25,000 amount annually.  A
copy of this Plan is enclosed.  You will also be eligible to then
participate in the Executive Retirement Plan, a copy of which is
attached.

    


    BENEFITS

    Enclosed
is descriptive literature regarding Boston Scientific’s current benefit
programs.  You should review this information prior to your start date
so you are prepared to enroll within your first 31 days of
employment.  Please understand that the company reserves the right to
unilaterally amend or terminate any of these programs, or to require or change
employee premium contributions toward any benefits.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    AUTHORIZATION TO
WORK

    Please
note that this offer of employment is contingent upon your ability to provide,
on your first day of employment, a completed I-9 form and acceptable original
documents that will establish your identity and authorization to work in the
U.S. in compliance with the Immigration Reform and Control Act of 1986, a
federal law.  Please see the enclosed document “Orientation for New
Hires” for a list of acceptable identification documents.  It is Boston Scientific’s practice to
require that these original identification documents be presented on the first
day of employment, so please remember to bring them.

    


    BACKGROUND
VERIFICATION

    A
background verification satisfactory to Boston Scientific has been completed as
of your signature date on this letter.

    


    EMPLOYMENT AT
WILL

    Upon
acceptance of this offer and your active start of employment, you will become an
“at will” employee of Boston Scientific.  This means that you will be
free to resign at any time.  Likewise, Boston Scientific will have the
right to terminate your employment at any time with or without reason or
notice.  Acceptance of this offer acknowledges your understanding and
acceptance of the “at will” nature of your employment.

     

     

    
 

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remainder of this page is left intentionally blank.)

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ACCEPTANCE

    This
offer letter is contingent upon the following:

    
      	
              ·  

            	
              Successful
      completion of reference and background checks, as described in this
      letter;

            


    

    
      	
              ·  

            	
              A
      formal acceptance date no later than May 19,
  2008;

            


    

    
      	
              ·  

            	
              A
      start date of June 16, 2008; and

            


    

    
      	
              ·  

            	
              Your
      return of all completed, signed paperwork listed on the enclosed New
      Employee Checklist, including but not limited to the Employee Agreement,
      so that Boston Scientific receives it four (4) business days before your
      start date.

            


    

    


    Please
indicate your acceptance of this offer of employment and agreement with the
terms described in the enclosed documents by completing, signing and returning
all enclosed paperwork.  The Code of Conduct, Benefits Literature and
policy documents should be retained by you for your records.

    


    Jeff, we
believe that the opportunity here with Boston Scientific will be a mutually
rewarding one and we look forward to your acceptance of this offer.

    


    


     

    Sincerely,

     

    


     

    
      	      
              /s/ Sam R.
      Leno                         

              Sam
      R.
      Leno                               

              Executive
      Vice President,

              Chief
      Financial Officer

            	
              /s/ Lucia Luce
      Quinn                             
      

              Lucia Luce Quinn

              Executive Vice President,

              Human Resources

            
	 	 
	 	 
	 	 
	      
              Agreed
      to and Accepted
      by           /s/ Jeffrey D.
      Capello        

                                                                           Jeffrey
      D. Capello

            	Date: May 19,
      2008


    

     

     

    
      


    Enclosures:

    Employee
Agreement

    Benefits
Literature

    Code of
Conduct

    New
Employee Checklist/Forms/Equal Employment Policy Statement

    Policy
Against Harassment

    Orientation
for New Hires

    2008
Performance Incentive Plan

    Executive
Allowance Plan

    Executive
Retirement Plan