{"id":38388,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-stock-purchase-savings-plan-st-jude-medical-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-savings-plan-st-jude-medical-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-savings-plan-st-jude-medical-inc.html","title":{"rendered":"2000 Employee Stock Purchase Savings Plan &#8211; St. Jude Medical Inc."},"content":{"rendered":"<pre>                             St. Jude Medical, Inc.\n                    2000 Employee Stock Purchase Savings Plan\n\n                                        I\n\n                                     Purpose\n\n         The purpose of the 2000 Employee Stock Purchase Savings Plan is to\nprovide a greater community of interest between St. Jude Medical, Inc.\nshareholders and its employees, and to facilitate purchase by employees of\nadditional shares of common stock in the Company. It is believed the Plan will\nencourage employees to remain in the employ of the Company and will also permit\nthe Company to compete with other corporations offering similar plans in\nobtaining and retaining the services of competent employees. It is intended that\noptions issued pursuant to this Plan shall constitute options issued pursuant to\nan 'Employee Stock Purchase Plan' within the meaning of Section 423 of the\nInternal Revenue Code of 1986, as amended.\n\n                                       II\n\n                                   Definitions\n\n         A. 'Plan' means the 2000 St. Jude Medical, Inc. Employee Stock Purchase\nSavings Plan.\n\n         B. 'Code' means the Internal Revenue Code of 1986, as amended.\n\n         C. 'Company' means St. Jude Medical, Inc., and any of its subsidiaries\n(as that term is defined by Section 425(f) of the Code) to which St. Jude\nMedical, Inc. and such respective subsidiaries, by action of their Boards of\nDirectors, shall make this Plan applicable.\n\n         D. 'Employee' means any person, including an officer, who is\ncustomarily employed twenty (20) hours or more per week and more than five (5)\nmonths in a calendar year by the Company.\n\n         E. 'Eligible Employee' means an Employee of the Company who is eligible\nfor participation in the Plan in accordance with Article IV.\n\n         F. 'Participant' means an Eligible Employee who has elected to\nparticipate in the Plan in accordance with Article V.\n\n         G. 'Committee' means the committee provided for in Article XI.\n\n         H. The 'Commencement Date' of the Plan means August l, 2000 or a date\nestablished by the Committee not to exceed fourteen days following registration\nof the options and shares reserved pursuant to the Plan with the United States\nSecurities and Exchange Commission.\n\n\n\n\n         I. 'Base Pay' means regular straight time earnings annualized as of the\ndate of commencement of a phase excluding payments, if any, for overtime,\nincentive compensation, commissions, incentive payments, premiums, bonuses and\nany other special remuneration.\n\n         J. 'Termination Date' shall mean the earlier of (i) the date of the one\nyear anniversary following the commencement of a particular phase of the Plan,\nor (ii) such time as any merger or consolidation in which St. Jude Medical, Inc.\nis not the surviving corporation becomes effective.\n\n         K. 'Shares' shall mean common shares of St. Jude Medical, Inc. of the\npar value of $.10, subject to adjustments which may be made in accordance with\nArticles XVI and XVII.\n\n                                       III\n\n                           Term and Phases of the Plan\n\n         A. The Plan will commence on the Commencement Date and will terminate\nten (10) years and six (6) months thereafter, except that any phase commenced\nprior to such termination shall, if necessary, be allowed to continue beyond\nsuch termination until completion. Notwithstanding the foregoing, this Plan\nshall be considered of no force or effect and any options granted shall be null\nand void unless the holders of a majority of shares of the common stock of the\nCompany, represented at a meeting in person or by proxy, approve the Plan within\ntwelve (12) months before or after the date of its adoption by the Board of\nDirectors.\n\n         B. The Plan shall be carried out in ten (10) phases, each phase being\nfor a period of one year. No phase shall run concurrently. A phase may commence\nimmediately after the termination of the preceding phase. The commencement of\neach phase shall be determined by the Committee, provided that the commencement\nof the first phase shall be within twelve (12) months before or after the date\nof approval of the Plan by the shareholders of the Company. In the event all of\nthe stock reserved for grant of options hereunder is issued pursuant to the\nterms hereof prior to the commencement of one or more phases scheduled by the\nCommittee or the number of shares remaining is so small, in the opinion of the\nCommittee, as to render administration of any succeeding phase impracticable,\nsuch phase or phases shall be canceled. Phases shall be numbered successively as\nPhase 1, Phase 2, Phase 3, etc.\n\n                                       IV\n\n                                   Eligibility\n\n         A. Any Employee of the Company who has completed at least one month of\ncontinuous service on or prior to the commencement of a phase of the Plan shall\nbe eligible to participate in the Plan, subject to the limitations imposed by\nSection 423 of the Code.\n\n         B. Any Employee who is a member of the Board of Directors of the\nCompany shall be eligible to participate in the Plan.\n\n\n2000 Stock Purchase Plan               2\n\n\n\n         C. Notwithstanding any provision of the Plan to the contrary, no\nEmployee shall be granted an option:\n\n                  1. if such Employee, immediately after the option is granted,\n         owns shares possessing five percent (5%) or more of the total combined\n         voting power or value of all classes of shares of the Company or a\n         parent or a subsidiary of the Company. For purposes of determining\n         share ownership, the rules of Section 424(d) of the Code shall apply,\n         and shares which the Employee may purchase under outstanding options\n         shall be treated as shares owned by the Employee; or\n\n                  2. which permits the Employee to purchase shares under such\n         plans of the Company or a subsidiary of the Company to accrue at a rate\n         which exceeds $25,000 of the fair market value of such shares\n         (determined at the time such option is granted) for each calendar year\n         in which such option is outstanding at any time. The term 'accrue'\n         shall be interpreted as in Section 423(b)(8) of the Code.\n\n                                        V\n\n                                  Participation\n\n         A. An Eligible Employee may elect to enroll as, and become a\nParticipant in, any phase of the Plan by completing a payroll deduction\nauthorization on the form provided by the Company and filing it the personnel\noffice prior to or on the date the phase commences.\n\n         B. Payroll deductions for a Participant shall commence on the date when\nhis or her payroll deduction authorization becomes effective and shall end on\nthe last payday immediately prior to or coinciding with the Termination Date of\nthe particular phase, unless sooner terminated by the Participant as provided in\nArticle IX or as otherwise provided herein.\n\n         C. A Participant who ceases to be an Eligible Employee, although still\nemployed by the Company, thereupon shall be deemed to discontinue his or her\nparticipation in the Plan, and he or she shall have the rights provided in\nArticle IX.\n\n         D. Participation in the Plan shall be voluntary.\n\n                                       VI\n\n                               Payroll Deductions\n\n         A. Upon enrollment, a Participant shall elect to make contributions to\nthe Plan by payroll deductions (in full dollar amounts calculated to be as\nuniform as practicable throughout the period of the phase), in the aggregate\namount not in excess of the sum of 10% of such Participant's Base Pay for the\nterm of the phase, as determined on the basis of his or her annual or annualized\nBase Pay at the commencement of the phase. The minimum authorized payroll\ndeduction must aggregate to not less than $10 per month.\n\n\n2000 Stock Purchase Plan               3\n\n\n\n         B. All payroll deductions made for Participants shall be credited to\ntheir accounts under the Plan. The Participant may not make any separate cash\npayments into such account.\n\n         C. A Participant may discontinue his or her participation in the phase\nand terminate his or her payroll deduction authorized at any time as provided in\nArticle IX.\n\n         D. A Participant may reduce the amount of his or her payroll deduction\nby completing an amended payroll deduction authorization on the form provided\nand filing it with his or her personnel office, but no change can be made during\na phase of the Plan which would either change the time or increase the rate of\nhis or her payroll deductions.\n\n                                       VII\n\n                         Terms and Conditions of Options\n\n         A. Stock options granted pursuant to the Plan may be evidenced by\nagreements in such form as the Committee shall approve, provided that all\nEmployees shall have the same rights and privileges and provided further that\nsuch options shall comply with and be subject to the following terms and\nconditions. The Committee may conclude that agreements are not necessary.\n\n         B. As of the commencement of a phase when a Participant's payroll\ndeduction authorization becomes effective, the Participant shall be granted an\noption for as many full shares as he or she will be able to purchase with the\npayroll deduction credited to his or her account during his or her participation\nin the phase, subject to the limitations of Article X. The maximum number of\nshares subject to purchase by a Participant shall equal the total amount\ncredited to the Participant's account under Section VI hereof divided by the\noption price set forth in Section VII, Paragraph C.1 hereof.\n\n         C. The option price of shares purchased with payroll deductions for an\nEmployee who becomes a Participant as of the commencement of a phase shall be\nthe lower of:\n\n                  1. 85% of the fair market value of the shares on the date the\n         phase commences; or,\n\n                  2. 85% of the fair market value of the shares on the\n         Termination Date of the phase.\n\n         D. The fair market value of the shares shall be determined by the\nCommittee for each valuation date in a manner consistent with Section 423 of the\nCode.\n\n\n2000 Stock Purchase Plan               4\n\n\n\n                                      VIII\n\n                               Exercise of Option\n\n         A. Unless a Participant gives written notice to the Company as provided\nin Article IX, his or her option for the purchase of shares will be exercised\nautomatically for him or her as of the Termination Date of the phase for the\npurchase of the number of full shares which the accumulated payroll deductions\nin his or her account at that time will purchase at the applicable option price;\nbut in no event shall the number of full shares be greater than the number of\nfull shares to which the Participant would have been eligible to receive when he\nor she first became a Participant under the phase if he or she had elected a\npayroll deduction rate of 10% of his or her then annual or annualized Base Pay\nand as if the option price were solely based under Paragraph C.1 of Article VII.\n\n         B. By written notice to the Company within the period commencing three\n(3) months prior to and extending five (5) business days following the\nTermination Date of the phase and after delivery to the Participant of a\nprospectus covering the shares to be issued under the Plan, a Participant may\nelect, effective as of the Termination Date, to:\n\n                  1. withdraw all the accumulated payroll deductions in his or\n         her account at the time, with interest; or, after receipt of a\n         prospectus as set forth above,\n\n                  2. exercise his or her option for a specified number of full\n         shares less than the number of full shares which the accumulated\n         payroll deductions in his or her account will purchase at the\n         applicable option price and withdraw the balance in his or her account\n         without interest; but in no event shall the number of full shares be\n         greater than the number of full shares to which a Participant would\n         have been eligible to receive when he or she first became a Participant\n         under the phase if he or she had elected a payroll deduction rate of\n         10% of his or her then annual or annualized Base Pay and as if the\n         option price were solely based under Paragraph C.1 of Article VII.\n\n         C. Notwithstanding the provisions of Paragraphs A and B above, if a\nParticipant files reports pursuant to Section 16 of the Securities Exchange Act\nof 1934 (at the commencement of a phase or becomes obligated to file such\nreports during a phase) then such a Participant shall not have the right to\nwithdraw all or a portion of the accumulated payroll deductions except in\naccordance with Article IX, Paragraphs A and B.\n\n                                       IX\n\n                        Death, Withdrawal or Termination\n\n         A. In the event of death of a Participant, the person or persons\nspecified in Article XVIII may give notice to the Company within sixty (60) days\nof the death of the Participant electing to purchase the number of full shares\nwhich the accumulated payroll deductions in the account of such deceased\nParticipant will purchase under the option at the applicable option price\nspecified in Paragraph C of Article VII and have the balance in the account\ndistributed in cash\n\n\n2000 Stock Purchase Plan               5\n\n\n\nwithout interest. If no such notice is received by the Company within said sixty\n(60) days, the accumulated payroll deductions will be distributed in cash plus\ninterest.\n\n         B. Except as provided in the next sentence, upon termination of the\nParticipant's employment for any reason other than the death of the Participant,\nthe payroll deductions credited to his or her account, plus interest, shall be\nreturned to him or her. In the event the Participant's employment is terminated\nby the Company due to the elimination of the Participant's position or in\nconnection with a corporate transaction, or such other similar circumstances as\napproved by the Committee, with respect to such Participants designated by the\nCommittee, the Termination Date of the Phase shall be a date prior to or\ncoincident with their last day of employment; provided, however, that if the\ntermination of employment occurs within 90 days of the Termination Date of a\nPhase, the original Termination Date shall apply.\n\n         C. Except for a Participant governed by Paragraph C of Article VIII, a\nParticipant may withdraw payroll deductions credited to his or her account under\nthe Plan at any time by giving written notice to the Company. All of the\nParticipant's payroll deductions credited to his or her account, plus interest,\nshall be paid to him or her promptly after receipt of his or her notice of\nwithdrawal and no further payroll deductions shall be made from his or her\ncompensation.\n\n                                        X\n\n                               Shares Under Option\n\n         A. The shares to be sold to a Participant under the Plan may, at the\nelection of the Company, be either treasury shares or shares originally issued\nfor such purpose. The maximum number of shares which shall be made available for\npurchase under the Plan shall be 1,000,000 shares, subject to adjustment upon\nchanges in capitalization of the Company as provided in Articles XVI and XVII.\nIf the total number of shares for which options are to be granted on any date in\naccordance with Article VII exceeds the number of shares then available under\nthe Plan (after deduction of all shares for which options have been exercised or\nare then outstanding), the Committee shall make a pro rata allocation of the\nshares remaining available in as nearly a uniform manner as shall be practicable\nand as it shall determine to be equitable. In such event, payroll deductions to\nbe made shall be reduced accordingly and the Committee shall give written notice\nof such reduction to each Participant affected thereby.\n\n         B. As promptly as practicable after the Termination Date of a phase,\nthe Company shall deliver to each Participant the full shares purchased under\nexercise of his or her option, together with a cash payment equal to the balance\n(without interest) of any payroll deductions credited to his or her account\nwhich were not used for the purchase of shares.\n\n         C. The Participant will have no interest in shares covered by his or\nher option until such option has been exercised.\n\n\n2000 Stock Purchase Plan               6\n\n\n\n                                       XI\n\n                                 Administration\n\n         The Plan shall be administered by a Committee consisting of not less\nthan two (2) members who shall be appointed by the Board of Directors of the\nCompany. Each member of such Committee shall be either a director, an officer or\nan employee of the Company. Such Committee shall be vested with full authority\nto make, administer, and interpret such rules and regulations as it deems\nnecessary to administer the Plan, and any such determination, decision or action\nof such Committee with respect to any action in connection with the\nconstruction, interpretation, administration or application of the Plan shall be\nfinal, conclusive and binding on all Participants and any and all other persons\nclaiming under or through any Participant. It is provided, however, that the\nprovisions of the Plan shall be construed so as to extend and limit\nparticipation in the Plan only in a manner consistent with the requirements of\nSection 423 of the Code.\n\n                                       XII\n\n                              Amendment of the Plan\n\n         The Board of Directors of the Company may at any time amend the Plan,\nexcept that no amendment may make any change in any option theretofore granted\nwhich would adversely affect the rights of any Participant, and no amendment\nshall be made without prior approval of the shareholders of the Company if such\namendment would require sale of more shares than are authorized under Article X\nof the Plan.\n\n                                      XIII\n\n                               Non-transferability\n\n         Neither payroll deductions credited to a Participant's account nor any\nrights with regard to the exercise of an option or to receive shares under the\nPlan may be assigned, transferred, pledged or otherwise disposed of in any way\nby the Participant and any such attempted assignment, transfer, pledge or other\ndisposition shall be null and void and without effect, but the Company may treat\nsuch act as an election to withdraw funds in accordance with Article IX.\n\n                                       XIV\n\n                                  Use of Funds\n\n         All payroll deductions received or held by the Company under this Plan\nmay be used by the Company for any corporate purposes and the Company shall not\nbe obligated to segregate such payroll deductions.\n\n\n2000 Stock Purchase Plan               7\n\n\n\n                                       XV\n\n                                    Interest\n\n         In any situation where the Plan provides for the payment of interest on\na Participant's payroll deductions, such interest shall be determined by\naveraging the balance in the Participant's account for the period of his or her\nparticipation and computing interest thereon at the rate of 4% per annum (simple\ninterest). The Committee may change the rate of interest for a particular phase,\nprovided such change is made prior to the commencement of the phase.\n\n                                       XVI\n\n                     Changes in Capitalization, Merger, etc.\n\n         A. Subject to any required action by the shareholders, the number of\nshares covered by each outstanding option, the price per share thereof in each\nsuch option, and the maximum number of shares available for purchase pursuant to\noptions issued under the Plan shall be deemed proportionately adjusted for any\nincrease or decrease in the number of issued shares of the Company resulting\nfrom a subdivision or consolidation of shares or the payment of a share dividend\n(but only on the shares) or any other increase or decrease in the number of such\nshares effected without receipt of consideration by the Company.\n\n         B. If the Company shall be involved in any merger or consolidation,\nwhether or not it is the surviving corporation, each outstanding option shall\npertain to and apply to the securities to which a holder of the number of shares\nsubject to the option would have been entitled. A dissolution or liquidation of\nthe Company shall cause each outstanding option to terminate, provided in such\nevent that, immediately prior to such dissolution or liquidation, each\nParticipant shall be repaid the payroll deductions credited to his or her\naccount, plus interest.\n\n         C. In the event of a change in the shares of the Company as presently\nconstituted, which is limited to a change of all its authorized shares with par\nvalue into the same number of shares with a different par value or without par\nvalue, the shares resulting from any such change shall be deemed to be the\nshares within the meaning of this Plan.\n\n                                      XVII\n\n                              Adjustments to Shares\n\n         A. To the extent that the foregoing adjustments relate to shares or\nsecurities of the Company, such adjustments shall be made by the Committee, and\nits determination in that respect shall be final, binding and conclusive,\nprovided that each option granted pursuant to this Plan shall not be adjusted in\na manner that causes the option to fail to continue to qualify as an option\nissued pursuant to an 'employee stock purchase plan' within the meaning of\nSection 423 of the Code.\n\n\n2000 Stock Purchase Plan               8\n\n\n\n         B. Except as hereinbefore expressly provided in Articles XVI and XVII,\nthe optionee shall have no right by reason of any subdivision or consolidation\nof shares of any class or the payment of any stock dividend or any other\nincrease or decrease in the number of shares of any class or by reason of any\ndissolution, liquidation, merger, or consolidation or spin-off of assets or\nstock of another corporation, and any issue by the Company of shares of any\nclass, or securities convertible into shares of any class, shall not affect, and\nno adjustment by reason thereof shall be made with respect to, the number or\nprice of shares subject to the option.\n\n         C. The grant of an option pursuant to this Plan shall not affect in any\nway the right or power of the Company to make adjustments, reclassifications,\nreorganizations or changes of its capital or business structure or to merge or\nto consolidate or to dissolve, liquidate or sell, or transfer all or any part of\nits business or assets.\n\n                                      XVIII\n\n                             Beneficiary Designation\n\n         A Participant may file a written designation of a beneficiary who may\nelect to purchase shares or receive cash to the Participant's credit under the\nPlan in the event of such Participant's death prior to delivery to him or her of\nsuch shares and cash. Such designation of beneficiary may be changed by the\nParticipant at any time by written notice. Upon the death of a Participant and\nupon receipt by the Company of proof deemed adequate by it of the identity and\nexistence at the Participant's death of a beneficiary validly designated by him\nor her under the Plan, the Company shall deliver such shares and cash to such\nbeneficiary in accordance with Section A of Article IX. If, upon the death of a\nParticipant, there is no surviving beneficiary duly designated as above\nprovided, the Company shall deliver accumulated payroll deductions to the\nexecutor or administrator of the estate of the Participant or, if no such\nexecutor or administrator has been appointed (to the knowledge of the Company)\nwithin sixty (60) days following the Participant's death, the Company shall\ndeliver such accumulated payroll deductions to the surviving spouse, if any, as\nthough named as the designated beneficiary hereunder or, if there is no such\nsurviving spouse or child, then to such relatives of the Participant as would be\nentitled to such cash under the laws of intestacy in the deceased Participant's\ndomicile as though named as the designated beneficiary hereunder. The Company\nshall not be liable for any distribution made of shares or cash pursuant to any\nwill or other testamentary disposition made by such Participant, or because of\nthe provisions of law concerning intestacy, or otherwise. No designated\nbeneficiary shall, prior to the death of the Participant by whom he or she has\nbeen designated, acquire any interest in the shares or cash credited to the\nParticipant under the Plan.\n\n                                       XIX\n\n                    Registration and Qualification of Shares\n\n         The offering of the shares hereunder shall be subject to the effecting\nby the Company of any registration or qualification of the shares under any\nfederal or state law or the obtaining of the consent or approval of any\ngovernmental regulatory body which the Company shall determine, in its sole\ndiscretion, is necessary or desirable as a condition to or in connection with\n\n\n2000 Stock Purchase Plan               9\n\n\n\nthe offering or the issue or purchase of the shares covered thereby. The Company\nshall make every reasonable effort to effect such registration or qualification\nor to obtain such consent or approval.\n\n                                       XX\n\n                               Plan Preconditions\n\n         The Plan is expressly made subject to approval of shareholders of the\nCompany. If the Plan is not so approved by the shareholders on or before one\nyear after adoption by the Board of Directors, this Plan shall not come into\neffect. In such case, the accumulated payroll deductions credited to the account\nof each Participant shall forthwith be repaid to him or her with interest.\n\n\nADOPTED BY BOARD OF DIRECTORS:  March 8, 2000\n\nAPPROVED BY SHAREHOLDERS: May 10, 2000\n\n\n2000 Stock Purchase Plan               10\n\n\n\n\n TYPE:  EX-10.16\n SEQUENCE:  3\n DESCRIPTION:  2000 STOCK PLAN\n\n\n\n                                                                   EXHIBIT 10.16\n\n\n                             ST. JUDE MEDICAL, INC.\n                                 2000 STOCK PLAN\n\n\n\n\n\n<font size=\"2\">SECTION      CONTENTS                                                     PAGE\n-------      --------                                                     ----\n\n   1.        General Purpose of Plan; Definitions ..................        1\n\n   2.        Administration ........................................        3\n\n   3.        Stock Subject to Plan .................................        4\n\n   4.        Eligibility ...........................................        4\n\n   5.        Stock Options .........................................        5\n\n   6.        Transfer, Leave of Absence, etc. ......................        9\n\n   7.        Restricted Stock ......................................        9\n\n   8.        Amendments and Termination ............................       11\n\n   9.        Unfunded Status of Plan ...............................       11\n\n   10.       General Provisions ....................................       12\n\n   11.       Effective Date of Plan ................................       13\n\n\n\n\n<\/font>                             ST. JUDE MEDICAL, INC.\n                                 2000 STOCK PLAN\n\n\n         SECTION 1. General Purpose of Plan; Definitions.\n\n         The name of this plan is the St. Jude Medical, Inc. 2000 Stock Plan\n(the 'Plan'). The purpose of the Plan is to enable St. Jude Medical, Inc. and\nits Subsidiaries (hereinafter, the 'Company') to retain and attract executives\nand other key employees, non-employee directors and consultants who contribute\nto the Company's success by their ability, ingenuity and industry, and to enable\nsuch individuals to participate in the long-term success and growth of the\nCompany by giving them a proprietary interest in the Company.\n\n         For purposes of the Plan, the following terms shall be defined as set\nforth below:\n\n         a. 'Board' means the Board of Directors of the Company as it may be\ncomprised from time to time.\n\n         b. 'Cause' means a felony conviction of a participant or the failure of\na participant to contest prosecution for a felony, willful misconduct,\ndishonesty or intentional violation of a statute, rule or regulation, any of\nwhich, in the judgment of the Company, is harmful to the business or reputation\nof the Company.\n\n         c. 'Code' means the Internal Revenue Code of 1986, as amended from time\nto time, or any successor statute.\n\n         d. 'Committee' means the Committee referred to in Section 2 of the\nPlan. If at any time no Committee shall be in office, then the functions of the\nCommittee specified in the Plan shall be exercised by the Board, unless the Plan\nspecifically states otherwise.\n\n         e. 'Consultant' means any person, including an advisor, engaged by the\nCompany, the Parent Corporation or a Subsidiary of the Company to render\nservices and who is compensated for such services and who is not an employee of\nthe Company, the Parent Corporation or any Subsidiary of the Company. A\nNon-Employee Director may serve as a Consultant.\n\n         f. 'Continuous Status as an Employee or Consultant' shall mean the\nabsence of any interruption or termination of service as an Employee or\nConsultant. Continuous Status as an Employee or Consultant shall not be\nconsidered interrupted in the case of sick leave, military leave, or any other\nleave of absence approved by the Administrator, provided that such leave of\nabsence is for a period of 90 days or less, unless reemployment after such leave\nof absence is guaranteed by contract or statute.\n\n         g. 'Company' means St. Jude Medical, Inc., a corporation organized\nunder the laws of the State of Minnesota (or any successor corporation).\n\n\n                                       1\n\n\n\n         h. 'Disability' means permanent and total disability as determined by\nthe Committee.\n\n         i. 'Early Retirement' means retirement, with consent of the Committee\nat the time of retirement, from active employment with the Company and any\nSubsidiary or Parent Corporation of the Company.\n\n         j. 'Fair Market Value' of Stock on any given date shall be determined\nby the Committee as follows: (a) if the Stock is listed for trading, on the New\nYork Stock Exchange or one of more national securities exchanges, the last\nreported sales price on the New York Stock Exchange or such principal exchange\non the date in question, or if such Stock shall not have been traded on such\nprincipal exchange on such date, the last reported sales price on the New York\nStock Exchange or such principal exchange on the first day prior thereto on\nwhich such Stock was so traded; or (b) if (a) is not applicable, by any means\nfair and reasonable by the Committee, which determination shall be final and\nbinding on all parties.\n\n         k. 'Incentive Stock Option' means any Stock Option intended to be and\ndesignated as an 'Incentive Stock Option' within the meaning of Section 422 of\nthe Code.\n\n         l. 'Non-Employee Director' means a 'Non-Employee Director' within the\nmeaning of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.\n\n         m. 'Non-Qualified Stock Option' means any Stock Option that is not an\nIncentive Stock Option, and is intended to be and is designated as a\n'Non-Qualified Stock Option' or an Incentive Stock Option that ceases to so\nqualify due to an amendment to such Stock Option.\n\n         n. 'Normal Retirement' means retirement from active employment with the\nCompany and any Subsidiary or Parent Corporation of the Company on or after age\n65.\n\n         o. 'Outside Director' means a Director who: (a) is not a current\nemployee of the Company or any member of an affiliated group which includes the\nCompany; (b) is not a former employee of the Company who receives compensation\nfor prior services (other than benefits under a tax-qualified retirement plan)\nduring the taxable year; (c) has not been an officer of the Company; (d) does\nnot receive remuneration from the Company, either directly or indirectly, in any\ncapacity other than as a director, except as otherwise permitted under Code\nSection 162(m) and regulations thereunder. For this purpose, remuneration\nincludes any payment in exchange for good or services. This definition shall be\nfurther governed by the provisions of Code Section 162(m) and regulations\npromulgated thereunder.\n\n         p. 'Parent Corporation' means any corporation (other than the Company)\nin an unbroken chain of corporations ending with the Company if each of the\ncorporations (other than the Company) owns stock possessing 50% or more of the\ntotal combined voting power of all classes of stock in one of the other\ncorporations in the chain.\n\n\n                                       2\n\n\n\n         q. 'Restricted Stock' means an award of shares of Stock that are\nsubject to restrictions under Section 7 below.\n\n         r. 'Retirement' means Normal Retirement or Early Retirement.\n\n         s. 'Stock' means the Common Stock of the Company.\n\n         t. 'Stock Option' means any option to purchase shares of Stock granted\npursuant to Section 5 below.\n\n         u. 'Subsidiary' means any corporation (other than the Company) in an\nunbroken chain of corporations beginning with the Company if each of the\ncorporations (other than the last corporation in the unbroken chain) owns stock\npossessing 50% or more of the total combined voting power of all classes of\nstock in one of the other corporations in the chain.\n\n         SECTION 2. Administration.\n\n         The Plan shall be administered by the Board of Directors or by a\nCommittee appointed by the Board of Directors of the Company consisting of at\nleast two Directors, all of whom shall be Outside Directors and Non-Employee\nDirectors, who shall serve at the pleasure of the Board.\n\n         The Committee shall have the power and authority to grant to eligible\nemployees or Consultants, pursuant to the terms of the Plan: (i) Incentive Stock\nOptions, (ii) Non-Qualified Stock Options, and (iii) Restricted Stock.\n\n         In particular, the Committee shall have the authority:\n\n                  (i) to select the officers and other key employees of the\n         Company and its Subsidiaries and other eligible persons to whom Stock\n         Options or Restricted Stock may from time to time be granted hereunder;\n\n                  (ii) to determine whether and to what extent Incentive Stock\n         Options, Non-Qualified Stock Options or Restricted Stock or a\n         combination of each, are to be granted hereunder;\n\n                  (iii) to determine the number of shares to be covered by each\n         such award granted hereunder;\n\n                  (iv) to determine the terms and conditions, not inconsistent\n         with the terms of the Plan, of any award granted hereunder (including,\n         but not limited to, any restriction on any Stock Option or other award\n         and\/or the shares of Stock relating thereto), which authority shall be\n         exclusively vested in the Committee (and not the Board); provided,\n         however, that in the event of a merger or asset sale, the applicable\n\n\n                                       3\n\n\n\n         provisions of Sections 5(c) of the Plan shall govern the acceleration\n         of the vesting of any Stock Option;\n\n                  (v) to determine whether, to what extent and under what\n         circumstances Stock and other amounts payable with respect to an award\n         under this Plan shall be deferred either automatically or at the\n         election of the participant.\n\n         The Committee shall have the authority to adopt, alter and repeal such\nadministrative rules, guidelines and practices governing the Plan as it shall,\nfrom time to time, deem advisable; to interpret the terms and provisions of the\nPlan and any award issued under the Plan (and any agreements relating thereto);\nand to otherwise supervise the administration of the Plan. The Committee may\ndelegate to the President and\/or Chief Executive Officer of the Company the\nauthority to exercise the powers specified in (i), (ii), (iii), (iv) and (v)\nabove with respect to persons who are not either the chief executive officer of\nthe Company or the four highest paid officers of the Company other than the\nchief executive officer.\n\n         All decisions made by the Committee pursuant to the provisions of the\nPlan shall be final and binding on all persons, including the Company and Plan\nparticipants.\n\n         SECTION 3. Stock Subject to Plan.\n\n         The total number of shares of Stock reserved and available for\ndistribution under the Plan shall be 5,000,000. Such shares may consist, in\nwhole or in part, of authorized and unissued shares. If any shares that have\nbeen optioned cease to be subject to Stock Options, or if any shares that have\nbeen optioned are forfeited, such shares shall again be available for\ndistribution in connection with future awards under the Plan.\n\n         In the event of any merger, reorganization, consolidation,\nrecapitalization, stock dividend, other change in corporate structure affecting\nthe Stock, or spin-off or other distribution of assets to shareholders, such\nsubstitution or adjustment shall be made in the aggregate number of shares\nreserved for issuance under the Plan, and in the number and option price of\nshares subject to outstanding options granted under the Plan as may be\ndetermined to be appropriate by the Committee, in its sole discretion, provided\nthat the number of shares subject to any award shall always be a whole number.\n\n         SECTION 4. Eligibility.\n\n         Officers, other key employees of the Company or any Parent Corporation\nor Subsidiary, members of the Board of Directors, and Consultants who are\nresponsible for or contribute to the management, growth and profitability of the\nbusiness of the Company and its Subsidiaries are eligible to be granted Stock\nOptions under the Plan. The optionees and participants under the Plan shall be\nselected from time to time by the Committee, in its sole discretion, from among\nthose eligible, and the Committee shall determine, in its sole discretion, the\nnumber of shares covered by each award.\n\n\n                                       4\n\n\n\n         Notwithstanding the foregoing, no person shall receive grants of Stock\nOptions under this Plan which exceed 500,000 shares during any fiscal year of\nthe Company.\n\n         SECTION 5. Stock Options.\n\n         Any Stock Option granted under the Plan shall be in such form as the\nCommittee may from time to time approve.\n\n         The Stock Options granted under the Plan may be of two types: (i)\nIncentive Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock\nOptions shall be granted under the Plan after March 7, 2010.\n\n         The Committee shall have the authority to grant any optionee Incentive\nStock Options, Non-Qualified Stock Options, or both types of options. To the\nextent that any option does not qualify as an Incentive Stock Option, it shall\nconstitute a separate Non-Qualified Stock Option.\n\n         Anything in the Plan to the contrary notwithstanding, no term of this\nPlan relating to Incentive Stock Options shall be interpreted, amended or\naltered, nor shall any discretion or authority granted under the Plan be so\nexercised, so as to disqualify either the Plan or any Incentive Stock Option\nunder Section 422 of the Code. The preceding sentence shall not preclude any\nmodification or amendment to an outstanding Incentive Stock Option, whether or\nnot such modification or amendment results in disqualification of such Stock\nOption as an Incentive Stock Option, provided the optionee consents in writing\nto the modification or amendment.\n\n        Options granted under the Plan shall be subject to the following terms\nand conditions and shall contain such additional terms and conditions, not\ninconsistent with the terms of the Plan, as the Committee shall deem desirable.\n\n        (a) Option Price. The option price per share of Stock purchasable under\na Stock Option shall be no less than 100% of Fair Market Value on the date the\noption is granted. If an employee owns or is deemed to own (by reason of the\nattribution rules applicable under Section 424(d) of the Code) more than 10% of\nthe combined voting power of all classes of stock of the Company or any Parent\nCorporation or Subsidiary and an Incentive Stock Option is granted to such\nemployee, the option price shall be no less than 110% of Fair Market Value of\nthe Stock on the date the option is granted. The Committee may not reprice\noptions without shareholder approval.\n\n        (b) Option Term. The term of each Stock Option shall be fixed by the\nCommittee, but no Stock Option shall be exercisable more than eight years after\nthe date the option is granted. If an employee owns or is deemed to own (by\nreason of the attribution rules of Section 424(d) of the Code) more than 10% of\nthe combined voting power of all classes of stock of the Company or any Parent\nCorporation or Subsidiary and an Incentive Stock Option is granted to such\nemployee, the term of such option shall be no more than five years from the date\nof grant.\n\n\n                                       5\n\n\n\n        (c) Exercisability. Stock Options shall be exercisable at such time or\ntimes as determined by the Committee at or after grant, subject to the\nrestrictions stated in Section 5(b) above. If the Committee provides, in its\ndiscretion, that any option is exercisable only in installments, the Committee\nmay waive such installment exercise provisions at any time. Notwithstanding\nanything contained in the Plan to the contrary, the Committee may, in its\ndiscretion, extend or vary the term of any Stock Option or any installment\nthereof, whether or not the optionee is then employed by the Company, if such\naction is deemed to be in the best interests of the Company; provided, however,\nthat in the event of a merger or sale of assets, the provisions of this Section\n5(c) shall govern vesting acceleration. Notwithstanding the foregoing, unless\nthe Stock Option provides otherwise, any Stock Option granted under this Plan\nshall be exercisable in full, without regard to any installment exercise\nprovisions, for a period specified by the Committee, but not to exceed sixty\n(60) days, prior to the occurrence of any of the following events: (i)\ndissolution or liquidation of the Company other than in conjunction with a\nbankruptcy of the Company or any similar occurrence, (ii) any merger,\nconsolidation, acquisition, separation, reorganization, or similar occurrence,\nwhere the Company will not be the surviving entity or (iii) the transfer of\nsubstantially all of the assets of the Company or 50% or more of the outstanding\nStock of the Company.\n\n        The grant of an option pursuant to the Plan shall not limit in any way\nthe right or power of the Company to make adjustments, reclassifications,\nreorganizations or changes of its capital or business structure or to merge,\nexchange or consolidate or to dissolve, liquidate, sell or transfer all or any\npart of its business or assets.\n\n        (d) Method of Exercise. Stock Options may be exercised in whole or in\npart at any time during the option period by giving written notice of exercise\nto the Company specifying the number of shares to be purchased. Such notice\nshall be accompanied by payment in full of the purchase price, either by check,\nor by any other form of legal consideration deemed sufficient by the Committee\nand consistent with the Plan's purpose and applicable law, including promissory\nnotes or a properly executed exercise notice together with irrevocable\ninstructions to a broker acceptable to the Company to promptly deliver to the\nCompany the amount of sale or loan proceeds to pay the exercise price. As\ndetermined by the Committee at the time of grant or exercise, in its sole\ndiscretion, payment in full or in part may also be made in the form of Stock\nalready owned by the optionee (which in the case of Stock acquired upon exercise\nof an option have been owned for more than six months on the date of surrender)\nor, in the case of the exercise of a Non-Qualified Stock Option (based, in each\ncase, on Fair Market Value of the Stock on the date the option is exercised, as\ndetermined by the Committee), provided, however, that, in the case of an\nIncentive Stock Option, the right to make a payment in the form of already owned\nshares may be authorized only at the time the option is granted, and provided\nfurther that in the event payment is made in the form of shares of restricted\nstock under another plan of the Company, the optionee will receive a portion of\nthe option shares in the form of, and in an amount equal to, the restricted\nstock tendered as payment by the optionee. If the terms of an option so permit,\nan optionee may elect to pay all or part of the option exercise price by having\nthe Company withhold from the shares of Stock that would otherwise be issued\nupon exercise that number of shares of Stock having a Fair Market Value\n\n\n                                       6\n\n\n\nequal to the aggregate option exercise price for the shares with respect to\nwhich such election is made. No shares of Stock shall be issued until full\npayment therefor has been made. An optionee shall generally have the rights to\ndividends and other rights of a shareholder with respect to shares subject to\nthe option when the optionee has given written notice of exercise, has paid in\nfull for such shares, and, if requested, has given the representation described\nin paragraph (a) of Section 9.\n\n        (e) Non-transferability of Options. No Incentive Stock Option shall be\ntransferable by the optionee otherwise than by will or by the laws of descent\nand distribution, and all such Incentive Stock Options shall be exercisable,\nduring the optionee's lifetime, only by the optionee. Non-Qualified Stock\nOptions may be transferred by gift, without consideration, by the optionee under\na written instrument acceptable to the Committee, to a member of the optionee's\nfamily, as defined in Section 267 of the Code, or to a trust or similar entity\nwhose sole beneficiaries are the optionee and\/or members of the optionee's\nfamily; provided, however, that such transfer and the exercise thereof shall not\nviolate any federal or state securities laws. Upon the transfer, the donee shall\nhave all rights of the optionee and shall be subject to all the terms and\nconditions imposed on such Options.\n\n        (f) Termination by Death. If an optionee's employment by the Company and\nany Subsidiary or Parent Corporation terminates by reason of death, any Stock\nOption may thereafter be exercised, to the extent then exercisable, by the legal\nrepresentative of the estate or by the legatee of the optionee under the will of\nthe optionee, but may not be exercised after twelve months from the date of such\ndeath or the expiration of the stated term of the option, whichever period is\nshorter. In the event of termination of employment by reason of death, if,\npursuant to its terms, any Incentive Stock Option is exercised after the\nexpiration of the exercise periods that apply for purposes of Section 422 of the\nCode, the option will thereafter be treated as a Non-Qualified Stock Option.\n\n        (g) Termination by Reason of Disability. If an optionee's employment by\nthe Company and any Subsidiary or Parent Corporation terminates by reason of\nDisability, any Stock Option held by such optionee may thereafter be exercised,\nto the extent it was exercisable at the time of termination due to Disability,\nbut may not be exercised after twelve months from the date of such termination\nof employment or the expiration of the stated term of the option, whichever\nperiod is the shorter. In the event of termination of employment by reason of\nDisability, if, pursuant to its terms, any Incentive Stock Option is exercised\nafter the expiration of the exercise periods that apply for purposes of Section\n422 of the Code, the option will thereafter be treated as a Non-Qualified Stock\nOption.\n\n        (h) Termination by Reason of Retirement. If an optionee's employment by\nthe Company and any Subsidiary or Parent Corporation terminates by reason of\nRetirement, any Stock Option held by such optionee may thereafter be exercised,\nto the extent it was exercisable at the time of termination due to Retirement,\nbut may not be exercised after thirty-six months from the date of such\ntermination of employment or the expiration of the stated term of the option,\nwhichever period is the shorter. In the event of termination of employment by\nreason of Retirement, if, pursuant to its terms, any Incentive Stock Option is\nexercised after the\n\n\n                                       7\n\n\n\nexpiration of the exercise periods that apply for purposes of Section 422 of the\nCode, the option will thereafter be treated as a Non-Qualified Stock Option.\n\n        (i) Other Termination. If an optionee's Continuous Status as an Employee\nor Consultant terminates (other than upon the optionee's death, Disability or\nRetirement), any Stock Option held by such optionee may thereafter be exercised\nto the extent it was exercisable at the time of such termination, but may not be\nexercised after 90 days after such termination, or the expiration of the stated\nterm of the option, whichever period is the shorter. In the event of termination\nof employment by reason other than death, Disability or Retirement and if\npursuant to its terms any Incentive Stock Option is exercised after the\nexpiration of the exercise periods that apply for purposes of Section 422 of the\nCode, the option will thereafter be treated as a Non-Qualified Stock Option. In\nthe event an Optionee's employment with the Company is terminated for Cause, all\nunexercised Options granted to such Optionee shall immediately terminate.\n\n         (j) Annual Limit on Incentive Stock Options. The aggregate Fair Market\nValue (determined as of the time the Stock Option is granted) of the Common\nStock with respect to which an Incentive Stock Option under this Plan or any\nother plan of the Company and any Subsidiary or Parent Corporation is\nexercisable for the first time by an optionee during any calendar year shall not\nexceed $100,000.\n\n         (k) Grants of Stock Options to Non-Employee Directors. Each\nNon-Employee Director who, after March 8, 2000 is (i) elected, re-elected or\nserving an unexpired term as a Director of the Company at any annual meeting of\nholders of the common Stock of the Company; or (ii) elected as a Director of the\nCompany at any special meeting of holders of common Stock of the Company, shall,\nas of the date of such election, re-election or annual or special meeting,\nautomatically be granted a Stock Option to purchase 3,000 shares of Stock at an\noption price per share equal to 100% of Fair Market Value of the Company's Stock\non such date. In the case of a special meeting, the action of the holders of\nshares in electing a Non-Employee Director shall constitute the granting of the\nStock Option to such Director and, in the case of an annual meeting, the action\nof the holders of shares in electing or re-electing a Non-Employee Director\nshall constitute the granting of the Stock Option to such Director and to any\nother Non-Employee Director who shall be designated as serving an unexpired term\nas a Director of the Company in the notice or proxy materials for the meeting;\nand the date when the holders of shares shall take such action shall be the date\nof grant of the Stock Option. All such Options shall be designated as\nNon-Qualified Stock Options and shall be subject to the same terms and\nprovisions as are then in effect with respect to the grant of Non-Qualified\nStock Options to officers and key employees of the Company, except that (1) the\nterm of each such Option shall be equal to eight years, which term,\nnotwithstanding the provisions in Section 5(i), shall not expire upon the\ntermination of service as a Director; and (2) the Option shall become\nexercisable beginning six months after the date the Option is granted. Upon\ntermination of such Director's service as a Director of the Company, the\nunvested portion of an Option held by such Director shall not thereafter be\nexercisable. Subject to the foregoing, all provisions of this Plan not\ninconsistent with the foregoing shall apply to Options granted pursuant to this\nSection 5(k), except that any Options granted to a Non-Employee Director shall\nbe administered in\n\n\n                                       8\n\n\n\naccordance with the terms of this Plan solely by the Board of Directors and not\nby the Committee. Options issued under this Section 5(k) shall be in lieu of and\nin substitution for any new awards of Options in accordance with the St. Jude\nMedical, Inc. 1997 Stock Option Plan from and after March 8, 2000. Nothing\nherein shall limit the right of the Board of Directors to issue Stock Options to\nany Non-Employee Director under the terms of this Plan in addition to those\nprovided for under this Section 5(k), provided that no Non-Employee Director\nshall be granted Stock Options under this Plan, including the Options awarded\nunder this Section 5(k), in excess of 5,000 shares in any calendar year.\n\n         SECTION 6. Transfer, Leave of Absence, etc.\n\n         For purposes of the Plan, the following events shall not be deemed a\ntermination of employment:\n\n         (a) a transfer of an employee from the Company to a Parent Corporation\nor Subsidiary, or from a Parent Corporation or Subsidiary to the Company, or\nfrom one Subsidiary to another;\n\n         (b) a leave of absence, approved in writing by the Committee, for\nmilitary service or sickness, or for any other purpose approved by the Company\nif the period of such leave does not exceed ninety (90) days (or such longer\nperiod as the Committee may approve, in its sole discretion); and\n\n         (c) a leave of absence in excess of ninety (90) days, approved in\nwriting by the Committee, but only if the employee's right to reemployment is\nguaranteed either by a statute or by contract, and provided that, in the case of\nany leave of absence, the employee returns to work within 30 days after the end\nof such leave.\n\n         SECTION 7. Restricted Stock.\n\n         (a) Administration. Up to 50,000 shares of Restricted Stock may be\nissued either alone or in addition to other awards granted under the Plan. The\nCommittee shall determine the officers and key employees of the Company and\nSubsidiaries to whom, and the time or times at which, grants of Restricted Stock\nwill be made, the number of shares to be awarded, the time or times within which\nsuch awards may be subject to forfeiture, and all other conditions of the\nawards. The Committee may also condition the grant of Restricted Stock upon the\nattainment of specified performance goals. The provisions of Restricted Stock\nawards need not be the same with respect to each recipient.\n\n         (b) Awards and Certificates. The prospective recipient of an award of\nshares of Restricted Stock shall not have any rights with respect to such award,\nunless and until such recipient has executed an agreement evidencing the award\nand has delivered a fully executed copy thereof to the Company, and has\notherwise complied with the then applicable terms and conditions.\n\n\n                                       9\n\n\n\n                  (i) Each participant shall be issued a stock certificate in\n         respect of shares of Restricted Stock awarded under the Plan. Such\n         certificate shall be registered in the name of the participant, and\n         shall bear an appropriate legend referring to the terms, conditions,\n         and restrictions applicable to such award, substantially in the\n         following form:\n\n                  'The transferability of the certificate and the\n                  shares of stock represented hereby are subject to\n                  the terms and conditions (including forfeiture) of\n                  the St. Jude Medical, Inc. 2000 Stock Plan and an\n                  Agreement entered into between the registered owner\n                  and the Company.'\n\n                  (ii) The Committee shall require that the stock certificates\n         evidencing such shares be held in custody by the Company until the\n         restrictions thereon shall have lapsed, and that, as a condition of any\n         Restricted Stock award, the participant shall have delivered a stock\n         power endorsed in blank, relating to the Stock covered by such award.\n\n         (c) Restrictions and Conditions. The shares of Restricted Stock awarded\npursuant to the Plan shall be subject to the following restrictions and\nconditions:\n\n                  (i) Subject to the provisions of this Plan and the award\n         agreement, during a period set by the Committee commencing with the\n         date of such award (the 'Restriction Period'), the participant shall\n         not be permitted to sell, transfer, pledge or assign shares of\n         Restricted Stock awarded under the Plan. Within these limits, the\n         Committee may provide for the lapse of such restrictions in\n         installments where deemed appropriate.\n\n                  (ii) Except as provided in paragraph (c) (i) of this Section\n         7, the participant shall have, with respect to the shares of Restricted\n         Stock, all of the rights of a shareholder of the Company, including the\n         right to vote the shares and the right to receive any cash dividends.\n         The Committee, in its sole discretion, may permit or require the\n         payment of cash dividends to be deferred and, if the Committee so\n         determines, reinvested in additional shares of Restricted Stock to the\n         extent shares are available under Section 3. Certificates for shares of\n         unrestricted Stock shall be delivered to the grantee promptly after,\n         and only after, the period of forfeiture shall have expired without\n         forfeiture in respect of such shares of Restricted Stock.\n\n                  (iii) Subject to the provisions of the award agreement and\n         paragraph (c) (iv) of this Section 7, upon termination of employment\n         for any reason during the Restriction Period, all shares still subject\n         to restriction shall be forfeited by the participant.\n\n                  (iv) In the event of special hardship circumstances of a\n         participant whose employment is terminated (other that for Cause),\n         including death, Disability or Retirement, or in the event of an\n         unforeseeable emergency of a participant still in\n\n\n                                       10\n\n\n\n         service, the Committee may, in its sole discretion, when it finds that\n         a waiver would be in the best interest of the Company, waive in whole\n         or in part any or all remaining restrictions with respect to such\n         participant's shares of Restricted Stock.\n\n                  (v) Notwithstanding the foregoing, all restrictions with\n         respect to any participant's shares of Restricted Stock shall lapse, on\n         the date determined by the Committee, prior to, but in no event more\n         that sixty (60) days prior to, the occurrence of any of the following\n         events: (i) dissolution or liquidation of the Company, other than in\n         conjunction with a bankruptcy of the Company or any similar occurrence,\n         (ii) any merger, consolidation, acquisition, separation,\n         reorganization, or similar occurrence, where the Company will not be\n         the surviving entity or (iii) the transfer of substantially all of the\n         assets of the Company or 50% or more of the outstanding Stock of the\n         Company.\n\n         SECTION 8. Amendments and Termination.\n\n         The Board may amend, alter, or discontinue the Plan, but no amendment,\nalteration, or discontinuation shall be made (i) which would impair the rights\nof an optionee or participant under a Stock Option theretofore granted, without\nthe optionee's or participant's consent, or (ii) which without the approval of\nthe shareholders of the Company would cause the Plan to no longer comply with\nRule 16b-3 under the Securities Exchange Act of 1934, Section 422 of the Code or\nany other regulatory requirements.\n\n         The Committee may amend the terms of any award or option theretofore\ngranted, prospectively or retroactively to the extent such amendment is\nconsistent with the terms of this Plan, but no such amendment shall impair the\nrights of any holder without his or her consent except to the extent authorized\nunder the Plan. However, the Committee may not reprice options, either by\nlowering the exercise price of outstanding options or canceling outstanding\noptions and granting replacement options with lower exercise prices, without\nshareholder approval.\n\n         SECTION 9. Unfunded Status Of Plan.\n\n         The Plan is intended to constitute an 'unfunded' plan for incentive and\ndeferred compensation. With respect to any payments not yet made to a\nparticipant or optionee by the Company, nothing contained herein shall give any\nsuch participant or optionee any rights that are greater than those of a general\ncreditor of the Company. In its sole discretion, the Committee may authorize the\ncreation of trusts or other arrangements to meet the obligations created under\nthe Plan to deliver Stock or payments in lieu of or with respect to awards\nhereunder, provided, however, that the existence of such trusts or other\narrangements is consistent with the unfunded status of the Plan.\n\n\n                                       11\n\n\n\n         SECTION 10. General Provisions.\n\n         (a) The Committee may require each person purchasing shares pursuant to\na Stock Option under the Plan to represent to and agree with the Company in\nwriting that the optionee is acquiring the shares without a view to distribution\nthereof. The certificates for such shares may include any legend which the\nCommittee deems appropriate to reflect any restrictions on transfer.\n\n         All certificates for shares of Stock delivered under the Plan shall be\nsubject to such stock-transfer orders and other restrictions as the Committee\nmay deem advisable under the rules, regulations, and other requirements of the\nSecurities and Exchange Commission, any stock exchange upon which the Stock is\nthen listed, and any applicable Federal or state securities laws, and the\nCommittee may cause a legend or legends to be put on any such certificates to\nmake appropriate reference to such restrictions.\n\n         (b) Nothing contained in this Plan shall prevent the Board of Directors\nfrom adopting other or additional compensation arrangements, subject to\nshareholder approval if such approval is required; and such arrangements may be\neither generally applicable or applicable only in specific cases. The adoption\nof the Plan shall not confer upon any employee of the Company or any Subsidiary\nany right to continued employment with the Company or a Subsidiary, as the case\nmay be, nor shall it interfere in any way with the right of the Company, Parent\nCorporation or a Subsidiary to terminate the employment of any of its employees\nat any time.\n\n         (c) Each participant shall, no later than the date as of which any part\nof the value of an award first becomes includible as compensation in the gross\nincome of the participant for Federal income tax purposes, pay to the Company,\nor make arrangements satisfactory to the Committee regarding payment of, any\nFederal, state, or local taxes of any kind required by law to be withheld with\nrespect to the award. The obligations of the Company under the Plan shall be\nconditional on such payment or arrangements and the Company, Parent Corporation\nand a Subsidiary shall, to the extent permitted by law, have the right to deduct\nany such taxes from any payment of any kind otherwise due to the participant.\nWith respect to any award under the Plan, if the terms of such award so permit,\na participant may elect by written notice to the Company to satisfy part or all\nof the withholding tax requirements associated with the award by (i) authorizing\nthe Company to retain from the number of shares of Stock that would otherwise be\ndeliverable to the participant, or (ii) delivering to the Company from shares of\nStock already owned by the participant, that number of shares having an\naggregate Fair Market Value equal to part or all of the tax payable by the\nparticipant under this Section 9(c). Any such election shall be in accordance\nwith, and subject to, applicable tax and securities laws, regulations and\nrulings.\n\n\n                                       12\n\n\n\n         SECTION 11. Effective Date of Plan\n\n         The Plan shall be effective on March 8, 2000 (the date of approval by\nthe Board of Directors), subject to the approval by shareholders of the Company.\nIf the Plan is not so approved by the shareholders on or before one year after\nthis Plan's adoption by the Board of Directors, this Plan shall not come into\neffect. The offering of the shares hereunder shall be also subject to the\neffecting by the Company of any registration or qualification of the shares\nunder any federal or state law or the obtaining of the consent or approval of\nany governmental regulatory body which the Company shall determine, in its sole\ndiscretion, is necessary or desirable as a condition to or in connection with,\nthe offering or the issue or purchase of the shares covered thereby. The Company\nshall make every reasonable effort to effect such registration or qualification\nor to obtain such consent or approval.\n\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8909],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9539,9545],"class_list":["post-38388","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-st-jude-medical-inc","corporate_contracts_industries-health__instruments","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38388","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38388"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38388"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38388"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38388"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}