{"id":39585,"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-terry-l.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-st-jude-medical-inc-and-terry-l","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-st-jude-medical-inc-and-terry-l.html","title":{"rendered":"Employment Agreement &#8211; St. Jude Medical Inc. and Terry L. Shepherd"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n         THIS EMPLOYMENT AGREEMENT (the 'Agreement') is made effective as of the\n5th day of May, 1999, by and between St. Jude Medical, Inc., a Minnesota\ncorporation with its principal place of business at Lillihei Plaza, Little\nCanada, Minnesota (the 'Company'), and Terry L. Shepherd, an individual residing\nat [ADDRESS OMITTED] (the 'Executive').\n\n                                    RECITALS\n\n         Executive is presently employed by the Company in the capacity of\nPresident, Heart Valve Division. The Company desires to continue the employ the\nExecutive, due to his certain unique skills, talents, contacts, judgment and\nknowledge of the Company's business, strategies, ethics and objectives and the\nExecutive desires to be employed by the Company. In consideration of the mutual\ncovenants and promises contained herein, and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged by\nthe parties hereto, the parties agree as follows:\n\n         1. Term of Employment. The Term of this Agreement shall commence on the\ndate hereof and, subject to the further provisions of this Agreement, shall end\non the 4th day of May, 2004.\n\n         2. Title; Capacity. The Executive shall serve as President and Chief\nExecutive Officer of the Company or in such other position as the Company's\nBoard of Directors (the 'Board') may determine from time to time. The Executive\nshall be subject to the supervision of, shall report directly to, and shall have\nsuch authority as is delegated to him by, the Board of Directors.\n\n         The Executive shall be responsible for all operations of the Company\nand all administrative functions, including strategic planning, annual profit\nplanning, diversification (M&amp;A), public relations and investor relations. The\nfollowing functions and units shall report to the Executive: CRMD, Heart Valve\nDivision, International, Administration, Legal, Finance, Corporate\nCommunications, Business Development and Information Systems. Executive shall,\nif appointed or elected to the Company's Board of Directors, serve as a member\nat no additional compensation.\n\n                  The Executive hereby accepts such employment and agrees to\nundertake the duties and responsibilities inherent in such position and such\nother duties and responsibilities as the Board or its designee shall from time\nto time reasonably assign to him. The Executive agrees to devote his entire\nbusiness time, attention and energies to the business and interests of the\nCompany (and its affiliates as required by the Company's investments and the\nExecutive's positions therein) during the Employment Period. The Executive\nagrees to abide by the rules, regulations, instructions, personnel practices and\npolicies of the Company and any changes therein which may be adopted from time\nto time. The Executive acknowledges receipt of copies of all such rules and\npolicies committed to writing as of the date of this Agreement.\n\n\n\n\n         3.       Compensation and Benefits.\n\n                  a. Salary. The Company shall pay the Executive an annual base\nsalary of $500,000.00 for the one-year period commencing on the Commencement\nDate in the same intervals as other exempt employers. Such salary shall be\nsubject to annual increases thereafter as determined by the Board, in its sole\ndiscretion.\n\n                  b. Bonus. The Executive's target bonus under the MICP shall be\n100% of base salary (and shall be prorated for 1999).\n\n                  c. Perk Package. The Executive shall be eligible for the\nCompany's executive perk package at the level of $26,000.\n\n                  d. Fringe Benefits. The Executive shall be entitled to\nparticipate in all bonus and benefit programs that the Company establishes and\nmakes available to its Executives, if any, to the extent that Executive's\nposition, tenure, salary, age, health and other qualifications make him eligible\nto participate.\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                  f. Stock Options. Under separate agreement, the Executive is\nbeing granted 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\nSection 1;\n\n                  b. At the election of the Company, for 'Cause', immediately\nupon written notice by the Company to the Executive. 'Cause' for such\ntermination shall include, but not limited to, the following:\n\n                       i. Dishonesty of the Executive with respect to the\nCompany;\n\n                       ii. Willful misfeasance or nonfeasance of duty intended\nto injure or having the effect of injuring the reputation, business or business\nrelationships of the Company or its respective officers, directors or\nExecutives;\n\n\n\n\n                       iii. Upon a charge by a governmental entity against the\nExecutive of any crime involving moral turpitude which is demonstrably and\nmaterially injurious to the Company or upon the filing of any civil action\ninvolving a charge of embezzlement, theft, fraud or other similar act which is\ndemonstrably and materially injurious to the Company;\n\n                        iv. Willful or prolonged absence from work by the\nExecutive (other than by reason of disability due to physical or mental illness)\nor failure, 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\ncontained in this Agreement.\n\n                  c. Immediately upon the death or disability of the Executive.\nAs used in 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\nwithout cause upon 90 days written notice by one party to the other.\n\n         5.       Effect of Termination.\n\n                  a. Termination for Cause or at Election of Either Party. In\nthe event the Executive's employment is terminated at the election of the\nCompany pursuant to Section 4(d), the Company shall immediately pay to the\nExecutive an amount equal to the two times the Executive's then current salary\nand two times the Executive's then current target bonus.\n\n                  b. Termination for Death or Disability. If the Executive's\nemployment is terminated by death or because of disability pursuant to Section\n4(c), the Company shall pay to the estate of the Executive or to the Executive,\nas the case may be, the compensation which would otherwise be payable to the\nExecutive up to the end of the month in which the termination of his employment\nbecause of death or disability occurs.\n\n                  c. Terminate for Cause or Voluntary. 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         6. Notices. All notices required or permitted under this Agreement\nshall be 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\n\n         7. Pronouns. Whenever the context may require, any pronouns used in\nthis Agreement shall include the corresponding masculine, feminine or neuter\nforms, and the singular forms of nouns and pronouns shall include the plural,\nand vice versa.\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 and 1998\nRestated Employment Agreement (Change of Control).\n\n         10. Amendment. This Agreement may be amended or modified only by a\nwritten instrument 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\ninure to the benefit of both parties and their respective successors and\nassigns, including any corporation with which or into which the Company may be\nmerged or which may succeed to its assets or business, provided, however, that\nthe obligations of the Executive are personal and shall not be assigned by him.\n\n         14. Waiver. No delay or omission by the Company in 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\nAgreement are for convenience of reference only and in no way define, limit or\naffect the scope or substance of any section of this Agreement.\n\n         16. Severability. In case any provision of this Agreement shall be\ninvalid, illegal or otherwise unenforceable, the validity, legality and\nenforceability of the remaining provisions shall in no way be affected or\nimpaired thereby.\n\n\n\n\n         17. Counterparts. This Agreement may be executed in a number of\ncounterparts and all of such counterparts executed by the Company or the\nExecutive, shall constitute one and the same agreement, and it shall not be\nnecessary for all parties to execute the same counterpart hereof.\n\n         18. Facsimile Signatures. The parties hereby agree that, for purposes\nof the execution of this Agreement, facsimile signatures shall constitute\noriginal signatures.\n\n         19. Incorporation by Reference. The preamble and recitals to this\nAgreement are hereby incorporated by reference and made a part hereof.\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year set forth above.\n\n                                        ST. JUDE MEDICAL, INC.,\n                                        A MINNESOTA CORPORATION\n\n\n                                        \/s\/ R. A. MATRICARIA\n                                        ----------------------------------------\n                                        NAME:  RONALD A. MATRICARIA\n                                        TITLE: CHAIRMAN\/CEO\n\n\n                                        EXECUTIVE:\n\n\n                                        \/s\/ T. L. SHEPHERD\n                                        ----------------------------------------\n\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-39585","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\/39585","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=39585"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39585"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39585"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39585"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}