{"id":38412,"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-stock-plan-st-jude-medical-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-stock-plan-st-jude-medical-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-stock-plan-st-jude-medical-inc.html","title":{"rendered":"2000 Stock Plan &#8211; St. Jude Medical Inc."},"content":{"rendered":"<pre>                             ST. JUDE MEDICAL, INC.\n                                 2000 STOCK PLAN\n\n\n\nSECTION       CONTENTS                                                      PAGE\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 ........................................    11\n\n  11.         Effective Date of Plan ....................................    12\n\n\n\n\n\n                             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\nquality 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         provisions of Sections 5(c) of the Plan shall govern the acceleration\n         of the vesting of any Stock Option;\n\n\n                                       3\n\n\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         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\n                                       4\n\n\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\nIncentive Stock Options, Non-Qualified Stock Options, or both types of options.\nTo the extent that any option does not qualify as an Incentive Stock Option, it\nshall constitute 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 equal to\nthe aggregate option exercise price for the shares with respect to which such\nelection is made. No shares of Stock\n\n\n                                       6\n\n\n\nshall be issued until full payment therefor has been made. An optionee shall\ngenerally have the rights to dividends and other rights of a shareholder with\nrespect to shares subject to the option when the optionee has given written\nnotice of exercise, has paid in full for such shares, and, if requested, has\ngiven the representation described in 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 expiration of the exercise periods that apply for purposes\nof Section 422 of the Code, the option will thereafter be treated as a\nNon-Qualified Stock Option.\n\n\n                                       7\n\n\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 accordance with the terms of this Plan solely by the Board of\nDirectors and not by the Committee. Options issued under this Section 5(k) shall\nbe in lieu of and in substitution for any\n\n\n                                       8\n\n\n\nnew awards of Options in accordance with the St. Jude Medical, Inc. 1997 Stock\nOption Plan from and after March 8, 2000. Nothing herein shall limit the right\nof the Board of Directors to issue Stock Options to any Non-Employee Director\nunder the terms of this Plan in addition to those provided for under this\nSection 5(k), provided that no Non-Employee Director shall be granted Stock\nOptions under this Plan, including the Options awarded under this Section 5(k),\nin 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                  (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\n\n                                       9\n\n\n\n         name of the participant, and shall bear an appropriate legend referring\n         to the terms, conditions, and restrictions applicable to such award,\n         substantially in the following form:\n\n                           \"The transferability of the certificate and the\n                           shares of stock represented hereby are subject to the\n                           terms and conditions (including forfeiture) of the\n                           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 service, the\n         Committee may, in its sole discretion, when it finds that a waiver\n         would be in the best interest of the Company, waive in whole or in part\n         any or all remaining restrictions with respect to such participant's\n         shares of Restricted Stock.\n\n\n                                       10\n\n\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         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\n\n\n                                       11\n\n\n\nacquiring the shares without a view to distribution thereof. The certificates\nfor such shares may include any legend which the Committee deems appropriate to\nreflect 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         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\n\n\n                                       12\n\n\n\nsubject to the effecting by the Company of any registration or qualification of\nthe shares under any federal or state law or the obtaining of the consent or\napproval of any governmental regulatory body which the Company shall determine,\nin its sole discretion, is necessary or desirable as a condition to or in\nconnection with, the offering or the issue or purchase of the shares covered\nthereby. The Company shall make every reasonable effort to effect such\nregistration or qualification or to obtain such consent or approval.\n\n\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-38412","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\/38412","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=38412"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38412"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38412"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38412"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}