EXHIBIT 10.20
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BOSTON SCIENTIFIC CORPORATION
2003 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
FEBRUARY 12, 2008
EMPLOYEE'S NAME
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This Agreement is entered into by and between Boston Scientific
Corporation (the
"Corporation") and the "Optionee" effective as of the 12th day of
February,
2008. 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 12, 2008 until February 12, 2018 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.
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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
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,
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.
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 th
