{"id":40106,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/management-incentive-compensation-plan-st-jude-medical-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"management-incentive-compensation-plan-st-jude-medical-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/management-incentive-compensation-plan-st-jude-medical-inc.html","title":{"rendered":"Management Incentive Compensation Plan &#8211; St. Jude Medical Inc."},"content":{"rendered":"<pre>                             ST. JUDE MEDICAL, INC.\n\n                     MANAGEMENT INCENTIVE COMPENSATION PLAN\n                        (AS ADOPTED ON JANUARY 11, 1999)\n\n     1. PURPOSE\n     The St. Jude Medical, Inc. Management Incentive Compensation Plan (the\n\"Plan\") is designed to attract, retain, and reward highly qualified executives\nwho are important to the Company's success and to provide incentives relating\ndirectly to the financial performance and long-term growth of the Company.\n\n\n     2. DEFINITIONS\n          (a) BOARD -- The Board of Directors of St. Jude Medical, Inc.\n\n          (b) CODE -- The Internal Revenue Code of 1986, as amended.\n\n          (c) COMMITTEE -- The Compensation Committee of the Board, or such\n              other committee of the Board that is designated by the Board to\n              administer the Plan, in compliance with requirements of Section\n              162(m) of the Code.\n\n          (d) COMPANY -- St. Jude Medical, Inc. and any other corporation in\n              which St. Jude Medical, Inc. controls, directly or indirectly,\n              fifty percent or more of the combined voting power of all classes\n              of voting securities.\n\n          (e) EXECUTIVE OFFICER -- Any officer of the Company subject to the\n              reporting requirements of Section 16 of the Securities and\n              Exchange Act of 1934 (\"Exchange Act\").\n\n          (f) INCENTIVE COMPENSATION -- The cash incentive awarded to a\n              Participant pursuant to terms and conditions of the Plan.\n\n          (g) PARTICIPANT -- Any Executive Officer and any other employee or\n              class of management employees of the Company as may be designated\n              by the Committee.\n\n          (h) PLAN -- The St. Jude Medical, Inc., Management Incentive\n              Compensation Plan.\n\n          (i) SALARY -- The direct gross (as opposed to taxable) compensation\n              earned by the Participant as base salary during the fiscal year,\n              excluding any and all commissions, bonuses, incentive payments\n              payable during the fiscal year, and other similar payments.\n\n\n     3. ELIGIBILITY\n     The Committee shall, each fiscal year, designate those employees, including\nExecutive Offices of the Company who are eligible to receive Incentive\nCompensation under this Plan for the fiscal year.\n\n\n     4. ADMINISTRATION\n      The awards under the Plan shall be based on the attainment of financial\nperformance goals for the fiscal year, as determined for each Participant by the\nCommittee. The Committee shall administer the Plan and shall have full power and\nauthority to construe, interpret, and administer the Plan necessary to comply\nwith the requirements of Section 162(m) of the Code. The Committee's decisions\nshall be final, conclusive, and binding upon all persons. The Committee shall\ncertify in writing prior to commencement of payment of the bonus that the\nperformance goal or goals under which the bonus is to be paid has or have been\nachieved. The Committee in its sole discretion has the authority to reduce or\neliminate the amount of a bonus otherwise payable to Executives upon attainment\nof the performance goal established for a fiscal year. At the beginning of each\nfiscal year consistent with the requirements of Section 162(m), the Committee\nshall; (i) determine the percentage of the Participant's Salary that may be\nawarded as Incentive Compensation for the fiscal year, up to a maximum award\nunder the Plan of the greater of $2,000,000 or 1.5% of the Company's\nconsolidated after tax net profits for the fiscal year; (ii) determine the\nParticipants eligible to participate in the Plan for the fiscal year; (iii)\ndetermine the\n\n\n                                      A-1\n\n\n\nfinancial performance goals as set forth in Section 5 herein for each\nParticipant on which Incentive Compensation will be paid; (iv) determine each\nExecutive's Incentive Compensation for the fiscal year; and (v) determine the\nfrequency at which each Participant's Incentive Compensation will be paid when\nattained.\n\n      Except with respect to Incentive Compensation payable to Executive\nOfficers of the Company, the Committee may delegate the establishment of\nperformance goals, and the general powers of the Committee described above with\nrespect to the Plan to the Chief Executive Officer of the Company.\n\n      The Committee may amend, modify, suspend, or terminate the Plan for the\npurpose of meeting or addressing any changes in legal requirements or for any\nother purpose permitted by law. The Committee will seek shareholder approval of\nany amendment determined to require a shareholder approval or advisable under\nthe regulations of the Internal Revenue Service or other applicable law or\nregulation.\n\n      5. FINANCIAL PERFORMANCE GOALS\n      With respect to any Participant who is an Executive Officer, the Committee\nshall establish performance goals based on the stock price of the Company, the\nCompany's earnings per share, market share, sales, return on equity, asset\nmanagement or the expenses or profitability of the Company or any division or\nsubsidiary, or any combination of such goals for the fiscal year, or a portion\nthereof. Any performance goal shall be established in a manner such that a third\nparty having knowledge of the relevant performance results could calculate the\namount to be paid to the Participant. Any such goal shall be established when\nthe outcome of the goal is substantially uncertain. The Committee shall not\nincrease the maximum amount of the Incentive Compensation payable upon\nattainment of the goal after the goal has been established. The Incentive\nCompensation may be paid in whole or in part upon the attainment of any one of\nthe goals. Any such goal shall comply with the applicable requirements of\nSection 162(m) of the Code and any regulations promulgated thereunder.\n\n      With respect to any Participant other than an Executive Officer, the\nCommittee may establish performance goals based on other than the financial\nperformance of the Company specified above.\n\n      6. PAYMENT OF INCENTIVE COMPENSATION; NONASSIGNABILITY\n      The Incentive Compensation shall be paid only upon certification of the\nattainment of the preestablished performance goals by the Committee. Such\nIncentive Compensation shall be paid within 90 days of the end of the fiscal\nyear, but any Participant who is eligible to participate in the Company's\ndeferred compensation plan may elect to defer part or all of such Incentive\nCompensation under such plan. No Incentive Compensation or any other benefit\nunder the Plan shall be assignable or transferable by the Participant during the\nParticipant's lifetime.\n\n      7. NO RIGHT TO CONTINUED EMPLOYMENT\n      Nothing in the Plan shall confer upon any employee any right to continue\nin the employ of the Company or shall interfere with or restrict in any way the\nright of the Company to discharge an employee at any time for any reason\nwhatsoever, with or without cause.\n\n\n                                      A-2\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":[9539,9546],"class_list":["post-40106","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40106","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=40106"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40106"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40106"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40106"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}