WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.66 TO FORM 10-K


    EXHIBIT 10.66

    
 

    


    


    


    


    Boston
Scientific Corporation

     

    2003
Long-Term Incentive Plan

     

    Non-Qualified
Stock Option Agreement

     

    February
24, 2009

     

     

     

     

     

    James
R. Tobin

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    BOSTON
SCIENTIFIC COPY

    PLEASE
RETURN IN THE ENVELOPE PROVIDED

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
Agreement is entered into by and between Boston Scientific Corporation (the
"Corporation") and the "Optionee" effective as of the 24th day of February,
2009.  This Agreement is made pursuant to the Boston Scientific
Corporation 2003 Long-Term Incentive Plan (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 February 24, 2009 until February 24, 2019 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, (iii) in whole or in part in Common Stock of the
Corporation owned by the Optionee, valued at Fair Market Value, or (iv) if
available to the Optionee, by "cashless exercise", by the Optionee delivering to
his/her securities broker instructions to sell a sufficient number of shares of
Common Stock to cover the Exercise Price, applicable tax obligations and the
brokerage fees and expenses associated therewith.

    


    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 of 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 Employment

              


      

       

    

    Upon the
Optionee's termination of employment for reasons of death or Disability, and
upon the Optionee’s termination of employment due to Retirement provided that
such Retirement shall occur after December 31, 2010, 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, 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.  “Disability” shall mean permanent and total disability as
determined under the Corporation’s long-term disability program for employees
then in effect, provided that such disability also meets the requirements of
Section 409A(a)(2)(C).

    


    Upon
termination of the Optionee's employment for reasons other than for Cause or
those set forth above, the Optionee shall have the shorter of (i) twelve (12)
months from the date of termination 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 Cause, 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.

    


    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.

    


    At the
time the Optionee is informed of termination of the Optionee's employment for
Cause, all unexercised portions of the Option shall immediately 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 Employment

            


    

    


    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 and in the case of a Covered Transaction (as defined in the Plan), at
least ten (10) days prior to the effective date of a Covered
Transaction.  This Option shall terminate immediately prior to the
Covered Transaction 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 Covered Transaction.

    


    


    
      	
              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 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.  In all other instances, in the event of a conflict, the terms
of the Plan 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:   2,000,000

    


    Exercise
Price:    $8.30 per share

    


    Vesting
Schedule:

    


    
      	
              Percent
      of Option

            	 	

              No. of shares

            	 	

              Date Vested

            	 
	 
      	
              25%

            	 	
              500,000

            	 	
              February
      24, 2010

            	 
      
	 
      	
              25%

            	 	
              500,000

            	 	
              February
      24, 2011

            	 
      
	 
      	
              25%

            	 	
              500,000

            	 	
              February
      24, 2012

            	 
      
	 
      	
              25%

            	 	
              500,000

            	 	
              February
      24, 2013

            	 
      


    

    


     

     

     

    
 

    OPTIONEE:

     

    


    


    Signature:  ________________________________

                           James
R. Tobin

    


    


    


    


    


    BOSTON SCIENTIFIC
CORPORATION

    


    


    Pete M. Nicholas

    Chairman of the
Board