{"id":39760,"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-letter-st-jude-medical-inc-and-ronald-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-letter-st-jude-medical-inc-and-ronald-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-letter-st-jude-medical-inc-and-ronald-a.html","title":{"rendered":"Employment Letter &#8211; St. Jude Medical Inc. and Ronald A. Matricaria"},"content":{"rendered":"<pre>\nFebruary 23, 1999\n\nMr. Ronald A. Matricaria\n[ADDRESS OMITTED]\n\n\nDear Ron:\n\nThis letter will set forth our agreement with respect to our mutual rights and\nresponsibilities from and after May 5, 1999, in connection with your transition\nto the position and duties of Chairman of the Board of St. Jude Medical, Inc.\n(the Company). You and the Company entered into a letter agreement dated\nNovember 8, 1996, governing your employment as President, Chief Executive\nOfficer and Chairman for the period through July 16, 2001. That Agreement shall\ncontinue in full force and effect, except as modified herein, until July 16,\n2001. You have also entered into the 1998 Restated Employment Agreement dated\nSeptember 4, 1998 and a Supplemental Employment Agreement dated July 16, 1996,\nboth of which apply in the event of a change in control of the Company (as\ndefined in those agreements) and those agreements shall continue in full force\nand effect through July 16, 2001. A copy of those agreements is appended to this\nletter for your reference.\n\nDuring the period May 5, 1999 through August 1, 2000, you shall continue to be\nemployed by the Company in accordance with your employment letter dated November\n8, 1996, modified as follows:\n\n1.   EMPLOYMENT: Your sole duties and responsibilities will be that of Chairman\n     of the Board of Directors of St. Jude Medical, Inc. As such, you shall no\n     longer be President or Chief Executive Officer nor responsible for\n     directing the management and operations of the Company. Rather, you shall\n     continue to perform the duties of Board Chairman and Director, which shall\n     include regular interaction with your successor as President and Chief\n     Executive Officer, maintaining relationships with customers in the medical\n     community, serving as the Company's representative on the HIMA Board, and\n     providing interaction with the Cardiac Rhythm Management Division as\n     appropriate.\n\n2.   SALARY: As full compensation for your services as Chairman, the Company\n     will pay you, effective May 5, 1999, a salary at a rate of Three Hundred\n     Seventy Five Thousand Dollars ($375,000) per annum, payable in bi-weekly\n     installments.\n\n3.   BONUS: As of May 5, 1999, you shall no longer be eligible to earn a bonus\n     on your compensation under the Company's annual bonus plans. However, you\n     will continue to be entitled to earn a bonus for the period prior to May 5,\n     1999, as provided in the November 8, 1996 agreement equal to 4\/12 of the\n     annual bonus amount based on your annual base salary in effect prior to May\n     5, 1999. For the period May 5, 1999 to August 1, 2000, you shall earn each\n     quarter a guaranteed bonus equal to 100% of your base salary each quarter,\n     which shall be payable on the last day of the calendar quarter.\n\n\n\n\nMr. Ronald A. Matricaria\nFebruary 23, 1999\nPage 2\n\n\n4.   FRINGE BENEFITS: In addition to fringe benefits currently provided, the\n     Company shall pay up to Two Thousand Dollars ($2,000) per month to provide\n     you with office space at a suitable off-site location.\n\n         By executing this letter, you consent to the change in your principal\nduties, responsibilities and to the other modifications described in this letter\nand agree that such changes will not constitute 'good reason' as defined under\nthe terms of your November 8, 1996 agreement. However, this definition shall\ncontinue to apply in the event that the Company, without your written consent,\ntakes any action not provided in this letter subsequent to the date hereof,\nwhich would constitute 'good reason.'\n\n         Effective August 1, 2000, you shall cease to be an employee of the\nCompany, and your base salary, perquisites and all pension, welfare and fringe\nbenefits (including your use of the Company airplane), other than the split\ndollar agreement, provided to you as an employee shall thereupon cease.\nThereafter, you agree to continue to serve as Chairman of the Board at the\npleasure of the Board (but for a period of not less than 12 months until August\n1, 2001) and for such services the Company shall pay you an annual fee of Three\nHundred Seventy Five Thousand Dollars ($375,000) payable in monthly\ninstallments. During that time, you shall be entitled to any and all benefits\nprovided to Directors of the Company, or as otherwise required by law. You shall\nbe responsible for all taxes on such fees.\n\n         We trust that this Agreement sets forth your understanding of your\nduties and benefits in your transition to Chairman. This agreement is executed\non behalf of St. Jude by an Executive Officer who has the authority and approval\nof the Board as set forth below. Please sign this letter where indicated below\nand return a copy to me.\n\nSincerely,\n\nST. JUDE MEDICAL, INC.\n\n\n\n\/s\/ JOHN P. BERDUSCO\nBy: John P. Berdusco\n\nIts: Vice President, Administration\n\n\n\n\nMr. Ronald A. Matricaria\nFebruary 23, 1999\nPage 3\n\n\nOn behalf of the Board of Directors\n\n\nBy: \/s\/ THG\n    Thomas H. Garrett, III, Director\n\n\n\nAccepted and agreed to by:\n\n\n\/s\/ RONALD A. MATRICARIA\nRonald A. Matricaria\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-39760","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\/39760","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=39760"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39760"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39760"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39760"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}