{"id":39584,"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-ronald-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-st-jude-medical-inc-and-ronald-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-st-jude-medical-inc-and-ronald-a.html","title":{"rendered":"Employment Agreement &#8211; St. Jude Medical Inc. and Ronald A. Matricaria"},"content":{"rendered":"<pre>\nNovember 8, 1996\n\n\nMr. Ronald A. Matricaria\n[ADDRESS OMITTED]\n\n\n         Re:      RONALD A. MATRICARIA - SUCCESSION PLANNING\n\nDear Ron:\n\nI am pleased to outline for you the recommendations made by the Compensation\nCommittee, and subsequently approved by the Board, in connection with a revised\ncompensation program offered to you in exchange for extending your existing\nemployment agreement with the Company for a period of five years.\n\nThe Board approved the following changes in your compensation:\n\n1) BASE SALARY. Effective January 1, 1997, you shall receive a base salary at\nthe rate of Seven Hundred Fifty Thousand Dollars ($750,000) per annum, payable\nin bi-weekly installments.\n\n2) BONUS. Bonus compensation payable to you will remain the same, that is, the\nopportunity to earn 100% of base salary each fiscal year upon achievement of\nestablished targets to be mutually agreed upon by yourself and the Board of\nDirectors.\n\n3)       STOCK OPTIONS.\n\n         (a)      You will be granted a non-qualified option to purchase 236,000\n                  shares of the Company's common stock under the 1991 Stock\n                  Plan. These shares will be exercisable at the rate of 25% per\n                  year on the next four anniversary dates from July 16, 1996.\n                  The purchase price of the shares of common stock covered by\n                  this option shall be the fair market value on July 16, 1996.\n                  [Note: The July 16, 1996, fair market value was $31.375 as\n                  determined by the average of the high and low trades on July\n                  16, 1996].\n\n         (b)      You will be granted a non-qualified option to purchase 260,000\n                  shares of the Company's common stock under the 1994 Stock\n                  Option Plan. These shares will be exercisable at the rate of\n                  25% per year on the next four anniversary dates from July 16,\n                  1996. The purchase price of the shares of common stock covered\n                  by this option shall be the fair market value on July 16,\n                  1996. [Note: The July 16, 1996, fair market value was $31.375\n                  as determined by the average of the high and low trades on\n                  July 16, 1996].\n\n\n\n\nMR. RONALD A. MATRICARIA\nPAGE 2\nNOVEMBER 8, 1996\n\n\n         (c)      You will be granted a non-qualified option to purchase 500,000\n                  shares of the Company's common stock subject to shareholder\n                  approval. These shares will be exercisable at the rate of 25%\n                  per year on the next four anniversary dates from July 16,\n                  1996. The purchase price of the shares of common stock covered\n                  by this option shall be $31.375, the fair market value on July\n                  16, 1996. [Note: The July 16, 1996, fair market value was\n                  $31.375 as determined by the average of the high and low\n                  trades on July 16, 1996].\n\n\n         (d)      You will be granted a non-qualified option to purchase 500,000\n                  shares of the Company's common stock subject to shareholder\n                  approval. The purchase price of the shares of common stock\n                  covered by this option shall be the fair market value on July\n                  16, 1996. [Note: The July 16, 1996, fair market value was\n                  $31.375 as determined by the average of the high and low\n                  trades on July 16, 1996].\n\n                  The right to exercise the option shall occur in accordance\n                  with the following schedule:\n\n                                   PERFORMANCE STOCK OPTIONS\n                                ACCELERATED VESTING SCHEDULING\n                     (BASE WILL BE THE FAIR MARKET VALUE ON JULY 16, 1996)\n                  -------------------- -------------- ----------------------\n\n                      FINAL TRADING      STOCK PRICE      OPTIONS VESTING\n                     DAYS FOR YEARS*        TARGET          PERCENTAGE\n                  -------------------- -------------- ----------------------\n\n                          1997                $37.65            20%\n                  -------------------- -------------- ----------------------\n\n                          1998                $45.18            20%\n                  -------------------- -------------- ----------------------\n\n                          1999                $54.22            20%\n                  -------------------- -------------- ----------------------\n\n                          2000                $62.35            20%\n                  -------------------- -------------- ----------------------\n\n                          2001                $71.70            20%\n                  -------------------- -------------- ----------------------\n\nNote: The 'stock price target' section of the grid was completed by using the\nfair market value on July 16, 1996 and applying the formula for share increases\nset by the Committee (20% increases during the first three periods and 15% in\nyears 4 and 5).\n\n\n\n\nMR. RONALD A. MATRICARIA\nPAGE 3\nNOVEMBER 8, 1996\n\n\n*Exercise of Option. This Option shall become exercisable if the arithmetic mean\nclosing prices of the Common Stock as reported on NASDAQ-NMS for all the trading\ndays of December of the calendar year noted above meets or exceeds the Stock\nPrice Target set forth above.\n\nIf the Stock Price Target for a calendar year is not met or exceeded in that\nyear, the Shares which would have been exercisable will carry forward to the\nnext subsequent calendar year and will become exercisable if subsequent year\nStock Price Targets are achieved..\n\nThe number of Shares which may be exercisable will be accelerated if the\narithmetic mean of the stock price in December of a year meets or exceeds the\nStock Price Target for a subsequent year(s).\n\nIn the event the above performance levels are not achieved, this Option will\nbecome fully exercisable on the 16th day of July, 2006, if you remain as an\nemployee or as a board member of the Company.\n\n4) RESTRICTED STOCK. You will be granted a total of 50,000 shares of the\nCompany's $0.10 par value common stock (shares) under the St. Jude Medical 1989\nRestricted Stock Plan. The shares will be subject to certain restrictions during\nthe restriction period enumerated in the Restricted Stock Agreement.\nRestrictions will lapse on twenty-five percent of the shares on each annual\nanniversary date from July 16, 1996.\n\n5) SPLIT DOLLAR LIFE INSURANCE. The Committee hereby approves the adoption of a\n$3,000,000 split dollar life or similar life insurance policy for you.\n\n6) CHANGE OF CONTROL AGREEMENT. Your original change of control agreement will\nbe renewed. In addition, a new change of control agreement will be entered\nproviding you with a payment of $10,000,000 upon a change of control as defined\nin your existing change of control agreement and regardless of whether he\nremains employed by the Company or is terminated subsequent to a change in\ncontrol.\n\n7) USE OF COMPANY PLANE. The Company finds that it is in the best interest of\nthe Company, for both security reasons and time management reasons, that you and\nyour immediate family from time-to-time use the Company plane for personal, as\nwell as business use. The Company will be responsible for payment of any tax due\nfor such personal use.\n\n8) ST. JUDE MEDICAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND TRUST\n(SERP). In 1993, the Company established a nonqualified supplemental retirement\nplan which is subject to a substantial risk of forfeiture in the event you leave\nthe Company prior to October 1, 1996. As further consideration for the amended\nterms of your employment agreement and to tie the value and security of your\nretirement income to your continued commitment to the financial success of the\nCompany, St. Jude shall before October 1, 1996, terminate and liquidate the SERP\nand in lieu thereof make a discretionary contribution under the St. Jude\nMedical, Inc. Management Savings Plan (MSP), in the amount of $3,460,000 to be\nheld and distributed in accordance with the terms of the MSP.\n\n\n\n\nMR. RONALD A. MATRICARIA\nPAGE 4\nNOVEMBER 8, 1996\n\n\n9) STOCK OPTION AMENDMENTS. If you cease to be an employee, but remain as a\ndirector, your outstanding stock options will be amended to permit the exercise\nof any vested shares for the original option term.\n\nIf you retire from the Company or from the Board (with consent by the Committee)\nany stock options held may thereafter be exercised to the extent they were\nexercisable at the time of retirement, up to one year from the date of such\nretirement, or the expiration of the stated terms of the options, whichever\nperiod is shorter.\n\nCongratulations Ron on the success you have achieved through your outstanding\nleadership for the Company during your short tenure. You have significantly\nreduced the risk profile through diversification and improved the growth profile\nof St. Jude Medical thereby significantly enhancing shareholder value.\n\nOnward and upward!\n\nBest Regards,\n\n\n\/s\/ WILLIAM R. MILLER\nWilliam R. Miller\nChairman, Compensation Committee\n\nWRM:kj\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-39584","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\/39584","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=39584"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39584"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39584"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39584"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}