{"id":39583,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-st-jude-medical-inc-and-daniel-j-starks.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-st-jude-medical-inc-and-daniel-j-starks","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-st-jude-medical-inc-and-daniel-j-starks.html","title":{"rendered":"Employment Agreement &#8211; St. Jude Medical Inc. and Daniel J. Starks"},"content":{"rendered":"<pre>                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n                    -----------------------------------------\n\n         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the \"Agreement\") is\nmade effective as of the 25TH day of March, 2001, by and between St. Jude\nMedical, Inc., a Minnesota corporation with its principal place of business at\nOne Lillihei Plaza, Little Canada, Minnesota (the \"Company\"), and Daniel J.\nStarks, an individual residing at 7880 County Road #26, Maple Plain, MN 55359\n(the \"Executive\") and amends and restates the EMPLOYMENT AGREEMENT dated\nFebruary 1, 2001 between the Company and Executive.\n\n                                    RECITALS\n                                    --------\n\n         Prior to the original EMPLOYMENT AGREEMENT Executive was employed by\nthe Company in the capacity of President and CEO, CRM Division. The Company\ndesires to continue to employ the Executive, due to his certain unique skills,\ntalents, contacts, judgment and knowledge of the Company's business, strategies,\nethics and objectives and the Executive desires to be employed by the Company.\n\nThe parties, intending to be legally bound, agree as follows:\n\n         1. Term of Employment. The Term of this Agreement shall commence on the\neffective date and, subject to the further provisions of this Agreement, shall\nend on the 31st day of January, 2006.\n\n         2. Title; Capacity. The Executive shall serve as President and Chief\nOperating Officer of the Company or in such other position as the Company's\nBoard of Directors (the \"Board\") and CEO may determine from time to time. The\nExecutive shall be subject to the supervision of, shall report directly to, and\nshall have such authority as is delegated to him by, the CEO.\n\n            Executive's initial responsibilities, which shall be subject to\nchanges as determined from time to time by the CEO and the Board shall include\nthe operations of the Company. The following functions and units shall initially\nreport to Executive:\n\n            CRMD, Cardiac Surgery Division, Daig Division, International,\n            HealthCare Services, Legal, Human Resources and Information Systems.\n\n            The Executive accepts such employment and agrees to undertake the\nduties and responsibilities inherent in such position and such other duties and\nresponsibilities as the Board or its designee shall from time to time reasonably\nassign to him. The Executive shall devote his entire business time, attention\nand energies to the business and interests of the Company (and its affiliates as\nrequired by the Company's investments and the Executive's positions therein)\nduring the Employment Period. The Executive shall abide by the rules,\nregulations, instructions, personnel practices and policies of the Company and\nany changes therein which may be adopted\n\n\n                                       1\n\n\n\nfrom time to time. The Executive acknowledges receipt of copies of all such\nrules and policies committed to writing as of the date of this Agreement.\n\n         3. Compensation and Benefits.\n\n            a. Salary. The Company shall pay the Executive an annual base salary\nof $500,000.00 for the one-year period commencing on the Commencement Date in\nthe same intervals as other exempt employers. Such salary shall be subject to\nannual increases thereafter as determined by the Board, in its sole discretion.\n\n            b. Bonus. The Executive's target bonus under the MICP shall be 100%\nof base salary (and shall be prorated for 2001).\n\n            c. Perk Package. The Executive shall be eligible for the Company's\nexecutive perk package at the level of $26,000.\n\n            d. Fringe Benefits. The Executive shall be entitled to participate\nin all bonus and benefit programs that the Company establishes and makes\navailable to its Executives, if any, to the extent that Executive's position,\ntenure, salary, age, health and other qualifications make him eligible to\nparticipate.\n\n            e. Reimbursement of Expenses. The Company shall reimburse the\nExecutive for all reasonable travel, entertainment and other expenses incurred\nor paid by the Executive in connection with, or related to, the performance of\nhis duties, responsibilities or services under this Agreement, upon presentation\nby the Executive of documentation, expense statements, vouchers and\/or such\nother supporting information in accordance with standard company policies.\n\n            In addition, the Company shall provide Executive with relocation\nexpenses under the Company's relocation policy for employees of Executive's\nlevel.\n\n            f. Stock Options. Under separate agreement, the Executive is being\ngranted a non-qualified stock option to purchase 200,000 shares of stock,\nvesting at the rate of 20% per year for five years and another non-qualified\nstock option to purchase 200,000 shares which will vest based upon performance\ncriteria.\n\n         4. Employment Termination. The employment of the Executive by the\nCompany pursuant to this Agreement shall terminate upon the occurrence of any of\nthe following:\n\n            a. Expiration of the Employment Period in accordance with Section 1;\n\n            b. At the election of the Company, for \"Cause\", immediately upon\nwritten notice by the Company to the Executive. \"Cause\" for such termination\nshall include, but not limited to, the following:\n\n               i. Dishonesty of the Executive with respect to the Company;\n\n\n                                       2\n\n\n\n               ii. Willful misfeasance or nonfeasance of duty intended to injure\nor having the effect of injuring the reputation, business or business\nrelationships of the Company or its respective officers, directors or\nExecutives;\n\n               iii. Upon a charge by a governmental entity against the Executive\nof any crime involving moral turpitude which is demonstrably and materially\ninjurious to the Company or upon the filing of any civil action involving a\ncharge of embezzlement, theft, fraud or other similar act which is demonstrably\nand materially injurious to the Company;\n\n               iv. Willful or prolonged absence from work by the Executive\n(other than by reason of disability due to physical or mental illness) or\nfailure, neglect or refusal by the Executive to perform his duties and\nresponsibilities without the same being corrected upon ten (10) days prior\nwritten notice; or\n\n               v. Breach by the Executive of any of the covenants contained in\nthis Agreement.\n\n         c. Immediately upon the death or disability of the Executive. As used\nin this Agreement, the term \"disability\" shall mean the inability of the\nExecutive, due to a physical or mental disability, for a period of 90 days,\nwhether or not consecutive, during any 360 day period to perform the services\ncontemplated under this Agreement. A determination of disability shall be made\nby a physician to the Company.\n\n         d. At the election of the Company or the Executive, with or without\ncause upon 90 days written notice by one party to the other.\n\n      5. Effect of Termination.\n\n         a. Termination Under Section 4.d. In the event the Executive's\nemployment is terminated at the election of the Company pursuant to Section\n4(d), the Company shall immediately pay to the Executive an amount equal to two\ntimes the Executive's then current salary and two times the Executive's then\ncurrent target bonus.\n\n         b. Termination for Death or Disability. If the Executive's employment\nis terminated by death or because of disability pursuant to Section 4(c), the\nCompany shall pay to the estate of the Executive or to the Executive, as the\ncase may be, the compensation which would otherwise be payable to the Executive\nup to the end of the month in which the termination of his employment because of\ndeath or disability occurs.\n\n         c. Termination for Cause or Voluntary Resignation. In the event a\ntermination for cause pursuant to Section 4(b) or by the voluntary resignation\nof Executive pursuant to Section 4(d), then no further compensation other than\nthat already accrued shall be due to Executive under this Agreement.\n\n\n\n                                       3\n\n\n\n         d. In the event Executive is entitled to, and actually receives the\nfull compensation he is entitled to, under the separate SEVERANCE AGREEMENT\ndated the same date as this Agreement, then, notwithstanding the previous\nsubsections of Section 5, the Company shall have no additional obligation to\nmake a payment to Executive under Section 5 of this Agreement.\n\n      6. Notices. All notices required or permitted under this Agreement shall\nbe in writing and shall be deemed effective upon personal delivery or upon\ndeposit in the United States Post Office, by registered or certified mail,\npostage prepaid, addressed to the other party at the address shown above, or at\nsuch other address or addresses as either party shall designate to the other in\naccordance with this Section 9.\n\n      7. Pronouns. Whenever the context may require, any pronouns used in this\nAgreement shall include the corresponding masculine, feminine or neuter forms,\nand the singular forms of nouns and pronouns shall include the plural, and vice\nversa.\n\n      8. Entire Agreement. This Agreement constitutes the entire agreement\nbetween the parties and supersedes all prior agreements and understandings,\nwhether written or oral, relating to the subject matter of this Agreement.\n\n      9. Other Agreements. This Agreement is intended to supplement and not\nreplace the following other agreements between the Executive and the Company:\nNon-Disclosure and Non-Competition Agreement, Indemnification Agreement,\nSeverance Agreement (Change of Control), all previous stock option grants, 2001\nMICP, and other employment benefits arising from Executive's prior employment\nwith the Company.\n\n     10. Amendment. This Agreement may be amended or modified only by a written\ninstrument executed by both the Company and the Executive.\n\n     11. Governing Law. This Agreement shall be construed, interpreted and\nenforced in accordance with the laws of the State of Minnesota, without giving\neffect to that State's conflict of laws provisions.\n\n     12. Choice of Venue. All actions or proceedings with respect to this\nAgreement shall be instituted only in any state or federal court sitting in\nRamsey County, Minnesota, and by execution and delivery of this Agreement, the\nparties irrevocably and unconditionally subject to the jurisdiction (both\nsubject matter and personal) of each such court and irrevocably and\nunconditionally waive: (a) any objection that the parties might now or hereafter\nhave to the venue of any of such court; and (b) any claim that any action or\nproceeding brought in any such court has been brought in an inconvenient forum.\n\n     13. Successors and Assigns. This Agreement shall be binding upon and inure\nto the benefit of both parties and their respective successors and assigns,\nincluding any corporation with which or into which the Company may be merged or\nwhich may succeed to its assets or business, provided, however, that the\nobligations of the Executive are personal and shall not be assigned by him.\n\n\n                                       4\n\n\n\n     14. Waiver. No delay or omission by the Company is exercising any right\nunder this Agreement shall operate as a waiver of that or any other right. A\nwaiver or consent given by the Company on any once occasion shall be effective\nonly in that instance and shall not be construed as a bar or waiver of any right\non any other occasion.\n\n     15. Captions and Headings. The captions of the sections of this Agreement\nare for convenience of reference only and in no way define, limit or affect the\nscope of substance of any section of this Agreement.\n\n     16. Severability. In case any provision of this Agreement shall be invalid,\nillegal or otherwise unenforceable, the validity, legality and enforceability of\nthe remaining provisions shall in no way be affected or impaired thereby.\n\n     17. Counterparts. This Agreement may be executed in a number of couterparts\nand all of such counterparts executed by the Company or the Executive, shall\nconstitute one and the same agreement, and it shall not be necessary for all\nparties to execute the same counterpart hereof.\n\n     18. Facsimile Signatures. The parties hereby agree that, for purposes of\nthe execution of this Agreement, facsimile signatures shall constitute original\nsignatures.\n\n     19. Incorporation by Reference. The preamble and recitals to this Agreement\nare hereby incorporated by reference and made a part hereof.\n\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe day and year set forth above.\n\n                                           ST. JUDE MEDICAL, INC.,\n                                           A Minnesota Corporation\n\n                                           \/s\/ FRIEDA J. VALK\n                                           -------------------------------------\n                                           Name:  Frieda J. Valk\n                                           Title: Vice President, Administration\n\n                                           Executive:\n\n                                           \/s\/ DANIEL J. STARKS\n                                           -------------------------------------\n                                           Name:  Daniel J. Starks\n                                           Title: President\/COO\n\n                                       5\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":[9539,9544],"class_list":["post-39583","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39583","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=39583"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39583"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39583"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39583"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}