{"id":40112,"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-savings-plan-st-jude-medical-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"management-savings-plan-st-jude-medical-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/management-savings-plan-st-jude-medical-inc.html","title":{"rendered":"Management Savings Plan &#8211; St. Jude Medical Inc."},"content":{"rendered":"<pre>\n                                ST. JUDE MEDICAL\n                            MANAGEMENT SAVINGS PLAN\n\n                               TABLE OF CONTENTS\n\n                                                                          Page\n\n                                   ARTICLE I\n                             TITLE AND DEFINITIONS\n\n      1.1 -   Title. . . . . . . . . . . . . . . . . . . . . . . . . . .   1\n      1.2 -   Definitions. . . . . . . . . . . . . . . . . . . . . . . .   1\n\n                                   ARTICLE II\n                                 PARTICIPATION\n\n      2.1 -   Participation. . . . . . . . . . . . . . . . . . . . . . .   6\n\n                                  ARTICLE III\n                               DEFERRAL ELECTIONS\n\n      3.1 -   Elections to Defer Compensation. . . . . . . . . . . . . .   7\n      3.2 -   Investment Elections . . . . . . . . . . . . . . . . . . .   9\n\n                                   ARTICLE IV\n                                    ACCOUNTS\n\n      4.1 -   Deferral Account . . . . . . . . . . . . . . . . . . . . .  10\n      4.2 -   Company Contribution Account . . . . . . . . . . . . . . .  11\n\n                                   ARTICLE V\n                                    VESTING\n\n      5.1 -   Deferral Account . . . . . . . . . . . . . . . . . . . . .  12\n      5.2 -   Company Contribution Account . . . . . . . . . . . . . . .  12\n\n                                   ARTICLE VI\n                                 DISTRIBUTIONS\n\n      6.1 -   Distribution of Deferred Compensation. . . . . . . . . . .  13\n      6.2 -   Forfeitures. . . . . . . . . . . . . . . . . . . . . . . .  15\n      6.3 -   Early Distributions. . . . . . . . . . . . . . . . . . . .  15\n      6.4 -   Inability to Locate Participant. . . . . . . . . . . . . .  16\n      6.5 -   Trust. . . . . . . . . . . . . . . . . . . . . . . . . . .  16\n\n                                     Page i\n\n\n                                  ARTICLE VII\n                                 ADMINISTRATION\n\n<font size=\"2\">      7.1 -   Committee. . . . . . . . . . . . . . . . . . . . . . . . .  18\n      7.2 -   Committee Action . . . . . . . . . . . . . . . . . . . . .  18\n      7.3 -   Powers and Duties of the Committee . . . . . . . . . . . .  18\n      7.4 -   Construction and Interpretation. . . . . . . . . . . . . .  19\n      7.5 -   Information. . . . . . . . . . . . . . . . . . . . . . . .  19\n      7.6 -   Compensation, Expenses and Indemnity . . . . . . . . . . .  20\n      7.7 -   Quarterly Statements . . . . . . . . . . . . . . . . . . .  20\n      7.8 -   Disputes . . . . . . . . . . . . . . . . . . . . . . . . .  20\n\n                                  ARTICLE VIII\n                                 MISCELLANEOUS\n\n      8.1 -   Unsecured General Creditor . . . . . . . . . . . . . . . .  22\n      8.2 -   Restriction Against Assignment . . . . . . . . . . . . . .  22\n      8.3 -   Withholding. . . . . . . . . . . . . . . . . . . . . . . .  23\n      8.4 -   Amendment, Modification, Suspension or Termination . . . .  23\n      8.5 -   Governing Law. . . . . . . . . . . . . . . . . . . . . . .  23\n      8.6 -   Receipt or Release . . . . . . . . . . . . . . . . . . . .  23\n      8.7 -   Payments on Behalf of Persons Under Incapacity . . . . . .  24\n      8.8 -   Headings, etc. Not Part of Agreement . . . . . . . . . . .  24\n\n                                    Page ii\n\n\n<\/font>                                ST. JUDE MEDICAL\n                            MANAGEMENT SAVINGS PLAN\n\n     WHEREAS,  St. Jude  Medical,  Inc. (the  'Company')  desires to establish a\ndeferred  compensation plan to provide  supplemental  retirement income benefits\nfor a select  group of  management  and  highly  compensated  employees  through\ndeferrals of salary and bonuses, effective as of February 1, 1995; and\n\n     WHEREAS,  it is  believed  that the  adoption  of this plan  providing  for\ndeferred  compensation  at the  election of each  executive  will be in the best\ninterests of the Company;\n\n     NOW, THEREFORE, it is hereby declared as follows:\n\n\n                                   ARTICLE I\n                             TITLE AND DEFINITIONS\n\n1.1 - TITLE.\n\n     This Plan shall be known as the St. Jude Medical Management Savings Plan.\n\n1.2 - DEFINITIONS.\n\n     Whenever the  following  words and phrases are used in this Plan,  with the\nfirst letter capitalized, they shall have the meanings specified below.\n\n     'Account' or 'Accounts' shall mean a Participant's  Deferral Account and\/or\nCompany Contribution Account.\n\n     'Beneficiary'  or  'Beneficiaries'   shall  mean  the  person  or  persons,\nincluding a trustee, personal representative or other fiduciary, last designated\nin writing by a Participant  in accordance  with  procedures  established by the\nCommittee  to  receive  the  benefits  specified  hereunder  in the event of the\nParticipant's  death  (other  than  the  death  benefits  described  in  Section\n6.1(c)(1)  unless such person is designated  as a  beneficiary  under the Policy\ndescribed therein).  No beneficiary  designation shall become effective until it\nis filed with the Committee.  If there is no Beneficiary  designation in effect,\nthen the person  designated  to receive the death  benefit  specified in Section\n6(c)(1) shall be the Beneficiary. If there is no such designation or if there is\nno surviving designated Beneficiary,  then  the  Participant's  surviving spouse\n\n                                     Page 1\n\n\nshall be the  Beneficiary.  If there  is no  surviving  spouse  to  receive  any\nbenefits payable in accordance with the preceding  sentence,  the duly appointed\nand currently acting personal  representative of the participant's estate (which\nshall include either the Participant's  probate estate or living trust) shall be\nthe Beneficiary.  In any case where there is no such personal  representative of\nthe  Participant's  estate duly appointed and acting in that capacity  within 90\ndays after the  Participant's  death (or such  extended  period as the Committee\ndetermines is reasonably  necessary to allow such personal  representative to be\nappointed,  but not to exceed  180 days  after the  Participant's  death),  then\nBeneficiary  shall  mean the person or persons  who can verify by  affidavit  or\ncourt order to the  satisfaction of the Committee that they are legally entitled\nto receive the benefits specified hereunder.  In the event any amount is payable\nunder the Plan to a minor,  payment shall not be made to the minor,  but instead\nbe paid (a) to that person's living  parent(s) to act as custodian,  (b) if that\nperson's parents are then divorced, and one parent is the sole custodial parent,\nto such custodial  parent, or (c) if no parent of that person is then living, to\na custodian  selected by the Committee to hold the funds for the minor under the\nUniform  Transfers or Gifts to Minors Act in effect in the jurisdiction in which\nthe minor  resides.  If no parent is living  and the  Committee  decides  not to\nselect another  custodian to hold the funds for the minor, then payment shall be\nmade to the duly appointed and currently  acting  guardian of the estate for the\nminor or, if no  guardian  of the  estate  for the minor is duly  appointed  and\ncurrently  acting  within 60 days  after the date the  amount  becomes  payable,\npayment shall be deposited with the court having jurisdiction over the estate of\nthe minor.\n\n     'Board of  Directors'  or 'Board'  shall mean the Board of Directors of St.\nJude Medical, Inc.\n\n     'Bonus' shall mean any cash incentive compensation payable to a Participant\nin  addition  to the  Participant's  Salary  prior to  reduction  for any salary\ndeferral  contributions  to a plan qualified under Section 125 or Section 401(k)\nof the Code.\n\n     'Code' shall mean the Internal Revenue Code of 1986, as amended.\n\n     'Committee'  shall mean the Committee  appointed by the Board to administer\nthe Plan in accordance with Article VII.\n\n     'Company' shall mean St. Jude Medical,  Inc., and, effective April 1, 1995,\nPacesetter,  Inc. and any  successor  corporations.  Company  shall include each\ncorporation which is a member of a controlled group of corporations  (within the\nmeaning of Section  414(b) of the Code) of which St. Jude Medical is a component\nmember,  if the Board provides that such  corporation  shall  participate in the\nPlan.\n\n                                     Page 2\n\n\n     'Company   Contribution   Account'  shall  mean  the  bookkeeping   account\nmaintained by the Committee for each Participant that is credited with an amount\nequal to the  Company  Contribution  Amount,  if any,  and  earnings  or  losses\npursuant to Section 4.2.\n\n     'Company  Contribution  Amount' shall mean, for each Participant for a Plan\nYear the sum of the following amounts:\n\n          (1) An amount equal to the Participant's  Compensation  deferred under\n     this Plan for a Plan Year,  provided  that the  maximum  amount  under this\n     clause  (1)  shall  not  exceed  the  excess  of  3% of  the  Participant's\n     Compensation paid that Plan Year over the Company's  matching  contribution\n     that would have been made under the Profit Sharing Plan for the Participant\n     if the Participant  made the maximum  Section 401(k) deferral  permitted to\n     highly compensated employees under the Profit Sharing Plan. For purposes of\n     this 3% limitation,  Compensation  shall mean the Salary paid during a Plan\n     Year plus the Bonus paid in that Plan Year,  even though such Bonus is paid\n     with respect to services performed in a prior Plan Year.\n\n          (2) An amount equal to A multiplied by B where:\n\n              A equals the excess of the Participant's Compensation for the Plan\n              Year over the Code Section 401(a)(17) limit for the Plan Year, and\n\n              B equals the rate of  contributions  made by the Company,  if any,\n              with respect to compensation in excess of the social security wage\n              base under the Profit Sharing Plan.\n\n                                     Page 3\n\n\n              By way of  example,  assume  a  Participant  has  Compensation  of\n              $180,000  in 1995  and the  Employer  contribution  to the  Profit\n              Sharing Plan equals 5% of compensation  (below the social security\n              wage  base)  and  10% of  compensation  in  excess  of the  social\n              security wage base.  The Company  Contribution  Amount shall equal\n              10% of ($180,000 minus $150,000), or $3,000.\n\n          (3) An additional discretionary amount allocated to Participants under\n     this Plan,  as  determined  by the  Board.  Such  amount  may  differ  from\n     Participant  to  Participant  (both in dollar amount and as a percentage of\n     compensation).\n\nNotwithstanding  the above,  in the case of a Participant who is not eligible to\nparticipate  in the Profit Sharing Plan, the amounts set forth in clause (1) and\n(2) above shall be zero.\n\n     'Compensation'  shall mean the Salary  and Bonus  that the  Participant  is\nentitled to for services rendered to the Company.\n\n     'Deferral  Account' shall mean the  bookkeeping  account  maintained by the\nCommittee  for each  Participant  that is credited with amounts equal to (1) the\nportion of the  Participant's  Salary  that he or she  elects to defer,  (2) the\nportion  of the  Participant's  Bonus  that he or she  elects to defer,  and (3)\ninterest pursuant to Section 4.1.\n\n     'Distributable  Amount' shall mean the amount  credited to a  Participant's\nDeferral  Account  and the vested  portion of the amount  credited to his or her\nCompany Contribution Account.\n\n     'Effective Date' shall mean February 1, 1995.\n\n     'Eligible  Employee' shall mean each executive officer of the Company whose\nCompensation  (as described in the next  sentence)  exceeds  $150,000.  For this\npurpose,  Compensation  shall mean the Salary  payable for the current Plan Year\nplus the Bonus paid in the prior Plan Year (with  respect to services  performed\nin the  second  preceding  Plan  Year).  Once an  executive  officer  becomes an\nEligible Employee,  such individual shall remain an Eligible Employee as long as\nhe or she remains an executive officer unless the individual's  Compensation for\na subsequent Plan Year does not exceed $100,000.\n\n                                     Page 4\n\n\n     'Fund' or 'Funds'  shall mean one or more of the mutual  funds or contracts\nselected by the Committee pursuant to Section 3.2(b).\n\n     'Initial  Election  Period' for an Eligible  Employee shall mean the 30-day\nperiod  following the later of January 1, 1995 (April 1, 1995,  for employees of\nPacesetter, Inc.) or the Eligible Employee's date of hire.\n\n     'Interest  Rate' shall mean, for each Fund, an amount equal to the net rate\nof gain or loss on the assets of such Fund during each month.\n\n     'Participant' shall mean any Eligible Employee who becomes a Participant in\naccordance with Section 2.1.\n\n     'Payment  Eligibility Date' shall mean the first day of the month following\nthe end of the calendar quarter in which a Participant  terminates employment or\ndies.\n\n     'Plan'  shall mean the St. Jude Medical  Management  Savings Plan set forth\nherein, now in effect, or as amended from time to time.\n\n     'Plan Year' shall mean the 12 consecutive month period beginning on January\n1, provided,  however,  that the first Plan Year shall be a short year beginning\non February 1, 1995 and ending on December 31, 1995.\n\n     'Profit  Sharing  Plan'  shall mean the St.  Jude  Medical  Profit  Sharing\nEmployee Savings Plan.\n\n     'Salary'  shall mean the  Participant's  base salary prior to reduction for\nany salary  deferral  contributions  to a plan  qualified  under  Section 125 or\nSection 401(k) of the Code.\n\n                                     Page 5\n\n\n\n                                   ARTICLE II\n                                 PARTICIPATION\n\n2.1 - PARTICIPATION.\n\n     An Eligible Employee shall become a Participant in the Plan by (1) electing\nto defer a portion of his or her  Compensation  in accordance  with Section 3.1,\nand (2) filing a life insurance  application form along with his or her deferral\nelection form.\n\n                                     Page 6\n\n\n\n                                  ARTICLE III\n                               DEFERRAL ELECTIONS\n\n3.1 - ELECTIONS TO DEFER COMPENSATION.\n\n     (a) Initial Election Period. Subject to Section 2.1, each Eligible Employee\nmay elect to defer  Compensation  by filing with the  Committee an election that\nconforms to the  requirements  of this  Section  3.1, on a form  provided by the\nCommittee, no later than the last day of his or her Initial Election Period.\n\n     (b) General Rule. The amount of Compensation which an Eligible Employee may\nelect to defer is as follows:\n\n         (1)  Any percentage of Salary up to 50%; and\/or\n\n         (2)  Any percentage or dollar amount of Bonus up to 100%;\n\nprovided,   however,   that  no  election  shall  be  effective  to  reduce  the\nCompensation paid to an Eligible Employee for a calendar year to an amount which\nis less than the Social Security Wage Base for such calendar year.\n\n     (c) Minimum Deferrals. For each year during which an Eligible Employee is a\nParticipant,  the minimum  amount that may be elected under Section 3.1(b) is 5%\nof the Participant's  Salary.  Such minimum may be satisfied by deferring Salary\nand\/or the Bonus  payable for services  rendered for such Plan Year (even though\nit is not paid until the next Plan Year);  provided  that if Salary is deferred,\nthe minimum  deferral is 5%.  Accordingly,  if no Salary is deferred  for a Plan\nYear and the total  amount of the Bonus  elected to be deferred  with respect to\nthat  Plan Year is in fact less  than 5% of the  Participant's  Salary,  then no\nportion of the Bonus shall be deferred.\n\n     (d) Effect of Initial Election. An election to defer Compensation during an\nInitial  Election Period shall be effective with respect to Salary earned during\nthe first pay period  beginning  after the end of the Initial  Election  Period.\nNotwithstanding  anything in paragraphs (a), (d), (g) or (f) of this Section 3.1\nto the contrary,  for the first Plan Year only, an Eligible  Employee may elect,\nno later than January 31, 1995 (March 31, for Pacesetter,  Inc.  employees),  to\ndefer any Bonus which is subsequently  declared and paid for services  performed\nduring the Company's fiscal year ending on December 31, 1995.\n\n                                     Page 7\n\n\n     (e) Duration of Salary Deferral Election. Any Salary deferral election made\nunder paragraph (a) or paragraph (g) of this Section 3.1 shall remain in effect,\nnotwithstanding  any  change  in the  Participant's  Salary,  until  changed  or\nterminated  in  accordance  with the  terms  of this  paragraph  (e);  provided,\nhowever,  that such  election  shall  terminate  for any Plan Year for which the\nParticipant  is not an  Eligible  Employee.  Subject  to  the  minimum  deferral\nrequirement  of  Section  3.1(c)  and  the  limitations  of  Section  3.1(b),  a\nParticipant  may  increase,  decrease or  terminate  his or her Salary  deferral\nelection,  effective for Salary earned  during pay periods  beginning  after any\nJanuary  1, by  filing a new  election,  in  accordance  with the  terms of this\nSection 3.1, with the Committee on or before the preceding December 1.\n\n     (f) Duration of Bonus Deferral  Election.  Any Bonus deferral election made\nunder  paragraph (a) or paragraph  (g) of this Section 3.1 shall be  irrevocable\nand,  except as provided in paragraph (a), shall apply only to the Bonus payable\nwith respect to services  performed  during the Plan Year for which the election\nis made.  For each  subsequent  Plan Year,  an Eligible  Employee may make a new\nelection,  subject to the  limitations set forth in this Section 3.1, to defer a\npercentage of his or her Bonus.  Such election shall be on forms provided by the\nCommittee  and shall be made on or before the December 1 preceding the Plan Year\nfor which the election is to apply.\n\n     (g) Elections  other than  Elections  during the Initial  Election  Period.\nSubject to the minimum deferral requirement of paragraph (c) above, any Eligible\nEmployee  who fails to elect to defer  compensation  during  his or her  Initial\nElection Period may subsequently become a Participant, and any Eligible Employee\nwho has  terminated  a prior Salary  deferral  election may elect to again defer\nSalary,  by filing an election,  on a form provided by the  Committee,  to defer\nCompensation  as described in paragraph  (b) above.  An election to defer Salary\nand\/or  Bonus must be filed on or before  December 1 and will be  effective  for\nSalary earned during pay periods beginning after the following January 1 and the\nBonus paid with respect to services  performed in the Plan Year beginning on the\nfollowing January 1.\n\n3.2 - INVESTMENT ELECTIONS.\n\n     (a) At the time of making the deferral elections  described in Section 3.1,\nthe Participant shall designate,  on a form provided by the Committee,  which of\nthe following types of mutual funds or contracts the Participant's  Account will\nbe deemed to be invested in for purposes of  determining  the amount of earnings\nto be credited to that Account:\n\n         1)   Money Market Fund\n\n                                     Page 8\n\n\n         2)   Common Stock Fund\n         3)   International Equity Fund\n         4)   Balanced Fund\n\nIn making the  designation  pursuant to this Section 3.2,  the  Participant  may\nspecify that all or any  multiple of his Deferral  Account (in excess of 10%) be\ndeemed to be invested in one or more of the types of mutual  funds or  contracts\nlisted above. Effective as of the end of any calendar quarter, a Participant may\nchange the designation  made under this Section 3.2 by filing an election,  on a\nform  provided  by the  Committee,  at  least  30 days  prior to the end of such\nquarter.  If a Participant fails to elect a type of fund under this Section 3.2,\nhe or she shall be deemed to have elected the Money Market Fund.\n\n     (b)  Although the  Participant  may  designate  the type of mutual funds or\ncontracts in paragraph (a) above,  the Committee shall select from time to time,\nin its sole discretion, a commercially available fund or contract of each of the\ntypes  described in paragraph  (a) above to be the Funds.  The Interest  Rate of\neach such commercially available fund or contract shall be used to determine the\namount of  earnings or losses to be credited  to  Participants'  Accounts  under\nArticle IV.\n\n                                     Page 9\n\n\n\n                                   ARTICLE IV\n                                    ACCOUNTS\n\n4.1 - DEFERRAL ACCOUNT.\n\n     The  Committee  shall  establish  and maintain a Deferral  Account for each\nParticipant under the Plan. Each Participant's Deferral Account shall be further\ndivided into separate  subaccounts  ('mutual fund  subaccounts'),  each of which\ncorresponds to a mutual fund or contract elected by the Participant  pursuant to\nSection 3.2(a). A Participant's Deferral Account shall be credited as follows:\n\n     (a) As of the last day of each month, the Committee shall credit the mutual\nfund subaccounts of the  Participant's  Deferral Account with an amount equal to\nSalary deferred by the  Participant  during each pay period ending in that month\nin accordance with the Participant's election under Section 3.2(a); that is, the\nportion of the Participant's deferred Salary that the Participant has elected to\nbe deemed to be invested  in a certain  type of mutual fund shall be credited to\nthe mutual fund subaccount corresponding to that mutual fund;\n\n     (b) As of the last day of the  month in which the  Bonus or  partial  Bonus\nwould have been paid, the Committee shall credit the mutual fund  subaccounts of\nthe  Participant's  Deferral  Account with an amount equal to the portion of the\nBonus deferred by the Participant's  election under Section 3.2(a); that is, the\nportion of the Participant's  deferred Bonus that the Participant has elected to\nbe deemed to be invested in a  particular  type of mutual fund shall be credited\nto the mutual fund subaccount corresponding to that mutual fund; and\n\n     (c) As of the last day of each  month,  each mutual  fund  subaccount  of a\nParticipant's  Deferral  Account shall be credited with earnings or losses in an\namount equal to that  determined  by  multiplying  the balance  credited to such\nmutual fund subaccount as of the last day of the preceding month by the Interest\nRate for the  corresponding  Fund  selected by the  Company  pursuant to Section\n3.2(b).\n\n4.2 - COMPANY CONTRIBUTION ACCOUNT.\n\n     The Committee shall establish and maintain a Company  Contribution  Account\nfor each Participant  under the Plan. Each  Participant's  Company  Contribution\nAccount  shall  be  further  divided  into  separate  mutual  fund   subaccounts\ncorresponding to the mutual fund or contract elected by the Participant pursuant\n\n                                    Page 10\n\n\nto  Section  3.2(a).  A  Participant's  Company  Contribution  Account  shall be\ncredited as follows:\n\n     (a) As of the last day of each Plan Year,  the  Committee  shall credit the\nmutual fund subaccounts of the Participant's  Company  Contribution Account with\nan amount equal to the Company  Contribution  Amount, if any, applicable to that\nParticipant;  that is, the portion of the Company  Contribution  Amount, if any,\nwhich the  Participant  elected to be deemed to be invested in a certain type of\nmutual fund shall be credited to the corresponding mutual fund subaccount; and\n\n     (b) As of the last day of each  month,  each mutual  fund  subaccount  of a\nParticipant's  Company  Contribution  Account shall be credited with earnings or\nlosses in an amount equal to that determined by multiplying the balance credited\nto such mutual fund  subaccount as of the last day of the preceding month by the\nInterest Rate for the  corresponding  Fund  selected by the Company  pursuant to\nSection 3.2(b).\n\n                                    Page 11\n\n\n\n                                   ARTICLE V\n                                    VESTING\n\n5.1 - DEFERRAL ACCOUNT.\n\n     A Participant's Deferral Account shall be 100% vested at all times.\n\n5.2 - COMPANY CONTRIBUTION ACCOUNT.\n\n     (a) A  Participant's  Company  Contribution  Account  shall vest and become\n<font size=\"2\">nonforfeitable as follows:\n\n         Years of Vesting Service Earned\n       by the Participant Under the Profit\n         Sharing Plan (Including Vesting\n          Service Earned Prior to 1995)            Percentage Vested\n\n                  Less than 2                               0%\n                      2                                    25%\n                      3                                    50%\n                      4                                    75%\n                      5 or more                           100%\n\n                                    Page 12\n\n\n\n<\/font>                                   ARTICLE VI\n                                 DISTRIBUTIONS\n\n6.1 - DISTRIBUTION OF DEFERRED COMPENSATION.\n\n     (a) In the case of a Participant who terminates employment with the Company\nand who either (i) terminates as a result of a long-term  disability (as defined\nin the Company's long-term disability plan for executives),  or (ii) who is 100%\nvested  in his  or  her  Company  Contribution  Account  under  this  Plan,  the\nDistributable  Amount shall be paid to the  Participant  (and after his death to\nhis  or  her  Beneficiary)  in  the  form  of a  substantially  equal  quarterly\ninstallments  over 15 years  beginning on his or her Payment  Eligibility  Date.\nNotwithstanding the foregoing, a Participant described in the preceding sentence\nmay elect one of the following optional forms of distribution  provided that his\nor her  election is filed with the  Committee  at least one year prior to his or\nher  termination  of  employment  or, if later,  January  31, 1995 (March 31 for\nPacesetter, Inc. employees):\n\n         (1) a cash lump sum payable on the  Participant's  Payment  Eligibility\n     Date, and\n\n         (2) substantially  equal quarterly  installments over five or ten years\n     beginning on the Participant's Payment Eligibility Date.\n\nNotwithstanding this subsection, if the Distributable Amount is $25,000 or less,\nthe  Distributable  Amount shall  automatically  be distributed in the form of a\ncash lump sum on the Participant's  Payment  Eligibility Date. The Participant's\nAccounts shall continue to be credited monthly with earnings pursuant to Section\n4.1 of the Plan until all amounts credited to his or her Accounts under the Plan\nhave been distributed. For all purposes under this Plan, a Participant shall not\nbe considered  terminated from employment if the Participant remains employed by\na member of the Company's  controlled group of corporations  (within the meaning\nof Section 414(b) of the Code),  even if such member is not a Company.  However,\nif the Employee is employed by a Company or a member of its controlled group and\nsuch entity ceases to be a member of such controlled group as a result of a sale\nor other corporate  reorganization,  such sale or other corporate reorganization\nshall be treated as termination of employment unless immediately  following such\nevent and without any break in employment the  Participant  remains  employed by\nCompany  or another  corporation  which is a member of its  controlled  group of\ncorporations or the former member of the controlled group assumes  liability for\nthe benefit of the Participant.\n\n                                    Page 13\n\n\n     (b) In the case of a Participant  who terminates  employment  prior to 100%\nvesting in his or her Company  Contribution Account and for reasons other than a\nlong-term  disability or death,  the  Distributable  Amount shall be paid to the\nParticipant  in the  form  of a cash  lump  sum  on  the  Participant's  Payment\nEligibility Date.\n\n     (c) In the case of a  Participant  who dies while  employed by the Company,\nthe following benefits shall be provided:\n\n         (1) That  portion  of the death  benefit of any life  insurance  policy\n     purchased  by the trustee of the Trust  described  in Section 6.5 to insure\n     the life of the Participant (the 'Policy') which is equal to:\n\n              (x) in the case of Participants  not employed by Pacesetter,  Inc.\n              two  times  the sum of the  Participant's  Salary in effect at the\n              time the  Participant  dies plus the  Participant's  Bonus paid or\n              payable for services  performed in the Plan Year prior to the Plan\n              Year in which  Participant dies or (y) in the case of Participants\n              employed by Pacesetter,  Inc., three times the Salary in effect at\n              the time the Participant dies,\n\n     shall  be  paid  to  Participant's  beneficiary  under  the  Policy  by the\n     insurance company which issued the Policy. Any such Policy shall be subject\n     to  certain   conditions  set  forth  in  a  'Split-Dollar  Life  Insurance\n     Agreement'  between the Participant and the Company,  pursuant to which the\n     Participant may designate a beneficiary  with respect to the portion of the\n     \n\n                                    Page 14\n\n\n     Policy  proceeds  described  in the  preceding  sentence  in the  event the\n     Participant  dies prior to  terminating  employment  with the Company.  The\n     Participant  shall have the right to designate and change such  beneficiary\n     (which need not be his  Beneficiary)  at any time on a form provided by and\n     filed  with the  insurance  company.  If no such  form is on file  with the\n     insurance company,  the insurance proceeds designated in this paragraph (1)\n     shall be paid to the  Beneficiary.  The  benefit  payable  pursuant to this\n     paragraph (1) shall only be paid if the insurance  company  agrees that the\n     Participant  is  insurable  and  shall be  subject  to all  conditions  and\n     exceptions set forth in the applicable  insurance  policy.  Notwithstanding\n     the foregoing,  no benefit shall be payable  pursuant to this paragraph (1)\n     if the Participant  dies within sixty days of the first day of the month in\n     which  Compensation  is first  credited  to the  Participant's  Account.  A\n     Participant  who is entitled to a death benefit  pursuant to this paragraph\n     (1) shall not be entitled to any other group term life  insurance  benefits\n     from the  Company  under  this Plan or any  other  policy  provided  by the\n     Company.  Notwithstanding  any provision of this Plan or any other document\n     to the contrary, neither the Trust nor Company shall have any obligation to\n     pay the  Participant  or his  beneficiary  any  amounts  described  in this\n     Section 6.1(c)(1); all such amounts due pursuant to Section 6.1(c)(1) shall\n     be payable  solely from the  proceeds of the Policy,  if any.  Furthermore,\n     neither the Trust nor the Company is obligated to maintain the Policies; no\n     death benefit shall be payable  hereunder if the Trust has been notified by\n     the Committee to discontinue the Policy for the  Participant.  In addition,\n     no Policy shall be allocated to any Account.\n\n         (2)  The  Distributable  Amount  shall  be  paid  to the  Participant's\n     Beneficiary in a lump sum.\n\n6.2 - FORFEITURES.\n\n     When a Participant (or, in the case of his or her death, the  Participant's\nBeneficiary) receives a distribution of benefits under this Plan, the portion of\nhis or her Company  Contribution Account which is not vested shall be forfeited,\nand the Company  shall have no obligation to the  Participant  (or  Beneficiary)\nwith respect to such forfeited amount.\n\n6.3 - EARLY DISTRIBUTIONS.\n\n     Participant  shall be  permitted  to elect to withdraw  amounts  from their\nAccounts  prior  to  termination   of  employment   with  the  Company   ('Early\nDistributions'), subject to the following restrictions:\n\n                                    Page 15\n\n\n     (a) The  election to take an Early  Distribution  shall be made by filing a\nform provided by and filed with the  Committee  prior to the end of any calendar\nmonth.\n\n     (b) The amount of the Early  Distribution  shall in all cases  equal 90% of\nthe  Distributable  Amount as of the end of the  calendar  month as of which the\ndistribution is to be made.\n\n     (c) The amount  described in subsection (b) above shall be paid in a single\ncash  lump sum as soon as  practicable  after the end of the  calendar  month in\nwhich the Early Distribution election is made.\n\n     (d) If a Participant receives an Early Distribution,  the remaining balance\nof his or her Accounts  (including both the portion, if any, which is not vested\nand 10% of the  Distributable  Amount)  shall be  permanently  forfeited and the\nCompany shall have no  obligation to the  Participant  or his  Beneficiary  with\nrespect to such forfeited amount.\n\n     (e) If a Participant  receives an Early  Distribution,  the following rules\nwill apply for the balance of the Plan Year and for the following Plan Year: (i)\nthe  Participant  will be  ineligible  to  participate  in the  Plan,  (ii)  the\nParticipant will not receive any allocations of Company Contribution Amounts and\n(iii) neither the Participant  (nor his Beneficiary or  beneficiaries)  shall be\nentitled to death benefits under Section 6.1(c)(1) or (2).\n\n6.4 - INABILITY TO LOCATE PARTICIPANT.\n\n     In the event  that the  Committee  is unable  to  locate a  Participant  or\nBeneficiary  within two years following the  Participant's  Payment  Eligibility\nDate, the amount  allocated to the  Participant's  Deferral  Account and Company\nContribution  Amounts  shall  be  forfeited.  If,  after  such  forfeiture,  the\nParticipant  or  Beneficiary  later claims such  benefit,  such benefit shall be\nreinstated  without interest or earnings,  provided that Section 6.2 shall still\napply.\n\n                                    Page 16\n\n\n6.5 - TRUST.\n\n     (a) The  Company  shall  cause the  payment  of  benefits  under  this Plan\n(excluding  amounts  described in Section  6.1(c)(1))  to be made in whole or in\npart by the Trustee of the St. Jude Medical  Management Savings Plan Rabbi Trust\n(the 'Trust') in accordance  with the provisions of this Section 6.5. As soon as\npracticable  after the end of each Plan Year (but no later  than the tax  return\ndue date of the Company for such year),  the  Company  shall  contribute  to the\nTrust  for each  Participant  an  amount  equal to the  amount  deferred  by the\nParticipant  for the  Plan  Year and the  Company  Contribution  Amount  for the\nParticipant for the Plan Year. The Company shall also contribute cash in amounts\napproximately  equal to the 'cost of  insurance'  (as  defined  in each  Policy)\nneeded to fund the death benefits described in Section 6.1(c)(1);  provided that\nsuch  obligation  shall not apply with respect to a Policy if (1) the  Committee\nhas directed to the Trust to discontinue  the Policy,  (2) the Participant is no\nlonger  employed by the Employer,  or (3) the  Participant  is not entitled to a\ndeath benefit under the Policy  because he has taken an early  distribution  (as\ndescribed in Section 6.4 of the Plan).  Notwithstanding the foregoing,  prior to\nthe date the Policies are contributed to the Trust, the amounts described in the\npreceding two sentences shall be used to pay premiums on the Policy, rather than\ncontributed to the Trust.\n\n     (b) The Committee  shall direct the Trustee to pay the  Participant  or his\nBeneficiary  at the time and in the amount  described  in Article VI  (excluding\namounts described in Section 6.1(c)(1)). In the event the amounts held under the\nTrust are not sufficient to provide the full amount (excluding amounts described\nin Section 6.1(c)(1)) payable to the Participant,  the Company shall pay for the\nremainder of such amount at the time set forth in Article VI (excluding  amounts\ndescribed in Section 6.1(c)(1)).\n\n                                    Page 17\n\n\n\n                                  ARTICLE VII\n                                 ADMINISTRATION\n\n\n7.1 - COMMITTEE.\n\n     A committee  shall be appointed by, and serve at the pleasure of, the Board\nof Directors. The number of members comprising the Committee shall be determined\nby the Board which may from time to time vary the number of members. A member of\nthe Committee may resign by delivering a written  notice of  resignation  to the\nBoard.  The Board may remove any member by  delivering  a certified  copy of its\nresolution  of  removal  to such  member.  Vacancies  in the  membership  of the\nCommittee shall be filled promptly by the Board.\n\n7.2 - COMMITTEE ACTION.\n\n     The Committee  shall act at meetings by  affirmative  vote of a majority of\nthe members of the Committee.  Any action permitted to be taken at a meeting may\nbe taken  without a meeting if, prior to such action,  a written  consent to the\naction is signed by all members of the  Committee  and such  written  consent is\nfiled with the  minutes of the  proceedings  of the  Committee.  A member of the\nCommittee  shall not vote or act upon any matter which relates solely to himself\nor herself as a Participant.  The Chairman or any other member or members of the\nCommittee  designated  by the  Chairman  may  execute any  certificate  or other\nwritten direction on behalf of the Committee.\n\n7.3 - POWERS AND DUTIES OF THE COMMITTEE.\n\n     (a) The Committee, on behalf of the Participants and their Beneficiaries,\nshall enforce the Plan in accordance with its terms, shall be charged with the\ngeneral administration of the Plan, and shall have all powers necessary to\naccomplish its purposes, including, but not by way of limitation, the following:\n\n         (1)  To select  the funds or  contracts  to be the Funds in  accordance\n              with Section 3.2(b) hereof;\n\n         (2)  To construe and interpret the terms and provisions of this Plan;\n\n                                    Page 18\n\n\n         (3)  To compute and certify to the amount and kind of benefits  payable\n              to Participants and their Beneficiaries;\n\n         (4)  To  maintain   all  records   that  may  be   necessary   for  the\n              administration of the Plan;\n\n         (5)  To provide for the disclosure of all information and the filing or\n              provision  of  all  reports  and   statements   to   Participants,\n              Beneficiaries  or  governmental  agencies  as shall be required by\n              law;\n\n         (6)  To make and publish such rules for the  regulation of the Plan and\n              procedures  for  the   administration  of  the  Plan  as  are  not\n              inconsistent with the terms hereof;\n\n         (7)  To  appoint  a plan  administrator  or  any  other  agent,  and to\n              delegate  to them such  powers and duties in  connection  with the\n              administration  of the Plan as the Committee may from time to time\n              prescribe; and\n\n         (8)  To take all  actions set forth in the Trust  agreement,  including\n              determining whether to hold or discontinue the Policies.\n\n7.4 - CONSTRUCTION AND INTERPRETATION.\n\n     The  Committee  shall have full  discretion  to construe and  interpret the\nterms and provisions of this Plan, which interpretation or construction shall be\nfinal and binding on all parties,  including  but not limited to the Company and\nany  Participant or Beneficiary.  The Committee shall  administer such terms and\nprovisions in a uniform and nondiscriminatory manner and in full accordance with\nany and all laws applicable to the Plan.\n\n7.5 - INFORMATION.\n\n     To enable the Committee to perform its functions,  the Company shall supply\nfull and timely  information  to the  Committee  on all matters  relating to the\nCompensation of all Participants, their death or other cause of termination, and\nsuch other pertinent facts as the Committee may require.\n\n                                    Page 19\n\n\n7.6 - COMPENSATION, EXPENSES AND INDEMNITY.\n\n     (a) The members of the Committee shall serve without compensation for their\nservices hereunder.\n\n     (b) The  Committee  is  authorized  at the expense of the Company to employ\nsuch legal counsel as it may deem advisable to assist in the  performance of its\nduties hereunder. Expenses and fees in connection with the administration of the\nPlan shall be paid by the Company.\n\n     (c) To the extent  permitted by  applicable  state law,  the Company  shall\nindemnify and save harmless the Committee and each member thereof,  the Board of\nDirectors  and any delegate of the  Committee  who is an employee of the Company\nagainst any and all expenses,  liabilities  and claims,  including legal fees to\ndefend against such  liabilities  and claims  arising out of their  discharge in\ngood  faith of  responsibilities  under or  incident  to the  Plan,  other  than\nexpenses and liabilities arising out of willful misconduct. This indemnity shall\nnot  preclude  such further  indemnities  as may be  available  under  insurance\npurchased by the Company or provided by the Company  under any bylaw,  agreement\nor otherwise, as such indemnities are permitted under state law.\n\n7.7 - QUARTERLY STATEMENTS.\n\n     Under procedures  established by the Committee, a Participant shall receive\na statement with respect to such Participant's  Accounts on a quarterly basis as\nof each March 31, June 30, September 30 and December 31.\n\n7.8 - DISPUTES.\n\n     (a) Claim.\n\n     A person who believes  that he or she is being denied a benefit to which he\nor she is entitled under this Agreement  (hereinafter referred to as 'Claimant')\nmay file a written request for such benefit with the Employer, setting forth his\nor her claim.  The request must be addressed to the President of the Employer at\nits then principal place of business.\n\n     (b) Claim Decision.\n\n                                    Page 20\n\n\n     Upon  receipt of a claim,  the Employer  shall  advise the Claimant  that a\nreply will be forthcoming  within ninety (90) days and shall,  in fact,  deliver\nsuch reply  within such  period.  The Employer  may,  however,  extend the reply\nperiod for an additional ninety (90) days for special circumstances.\n\n     If the claim is denied in whole or in part,  the Employer  shall inform the\nClaimant in writing, using language calculated to be understood by the Claimant,\nsetting  forth:  (A) the  specified  reason or reasons for such denial;  (B) the\nspecific  reference  to  pertinent  provisions  of this  Agreement on which such\ndenial is based;  (C) a description  of any  additional  material or information\nnecessary  for the Claimant to perfect his or her claim and an  explanation  why\nsuch material or such information is necessary;  (D) appropriate  information as\nto the steps to be taken if the Claimant  wishes to submit the claim for review;\nand (E) the time limits for requesting a review under subsection (c).\n\n     (c) Request for Review.\n\n     Within  sixty (60) days after the  receipt by the  Claimant  of the written\nopinion  described above, the Claimant may request in writing that the Committee\nreview the determination of the Employer.  Such request must be addressed to the\nSecretary of the employer, at its then principal place of business. The Claimant\nor his or her duly  authorized  representative  may,  but need not,  review  the\npertinent  documents and submit issues and comments in writing for consideration\nby the  Committee.  If the Claimant  does not request a review within such sixty\n(60) day period,  he or she shall be barred and estopped  from  challenging  the\nEmployer's determination.\n\n     (d) Review of Decision.\n\n     Within  sixty (60) days  after the  Committee's  receipt  of a request  for\nreview, after considering all materials presented by the Claimant, the Committee\nwill inform the Participant in writing,  in a manner calculated to be understood\nby the  Claimant,  of its decision  setting  forth the specific  reasons for the\ndecision and containing specific references to the pertinent  provisions of this\nAgreement on which the decision is based. If special  circumstances require that\nthe sixty (60) day time period be  extended,  the  Committee  will so notify the\nClaimant and will render the decision as soon as possible, but no later than one\nhundred twenty (120) days after receipt of the request for review.\n\n                                    Page 21\n\n\n\n                                  ARTICLE VIII\n                                 MISCELLANEOUS\n\n8.1 - UNSECURED GENERAL CREDITOR.\n\n     Participants and their Beneficiaries,  heirs, successors, and assigns shall\nhave no legal or equitable rights,  claims, or interest in any specific property\nor assets of the  Company.  No assets  of the  Company  shall be held  under any\ntrust,  or held in any way as  collateral  security  for the  fulfilling  of the\nobligations of the Company under this Plan. Any and all of the Company's  assets\nshall be, and remain, the general unpledged, unrestricted assets of the Company.\nThe Company's  obligation under the Plan shall be merely that of an unfunded and\nunsecured  promise of the Company to pay money in the future,  and the rights of\nthe Participants and  Beneficiaries  shall be no greater than those of unsecured\ngeneral  creditors.  It is the  intention of the Company that this Plan (and the\nTrust  described  in Section  6.5) be unfunded  for purposes of the Code and for\npurposes of Title I of ERISA.\n\n8.2 - RESTRICTION AGAINST ASSIGNMENT.\n\n     The Company shall pay all amounts  payable  hereunder only to the person or\npersons  designated by the Plan and not to any other person or  corporation.  No\npart of a Participant's  Accounts shall be liable for the debts,  contracts,  or\nengagements  of any  Participant,  his  or her  Beneficiary,  or  successors  in\ninterest,  nor shall a  Participant's  Accounts be subject to execution by levy,\nattachment,  or garnishment or by any other legal or equitable  proceeding,  nor\nshall any such person have any right to alienate,  anticipate,  sell,  transfer,\ncommute,  pledge,  encumber, or assign any benefits or payments hereunder in any\nmanner whatsoever.  If any Participant,  Beneficiary or successor in interest is\nadjudicated  bankrupt or  purports  to  anticipate,  alienate,  sell,  transfer,\ncommute, assign, pledge, encumber or charge any distribution or payment from the\nPlan, voluntarily or involuntarily, the Committee, in its discretion, may cancel\nsuch distribution or payment (or any part thereof) to or for the benefit of such\nParticipant,  Beneficiary  or  successor  in  interest  in  such  manner  as the\nCommittee shall direct.\n\n8.3 - WITHHOLDING.\n\n     There shall be deducted  from each payment made under the Plan or any other\ncompensation  payable to the  Participant (or  Beneficiary)  all taxes which are\nrequired to be withheld by the Company in respect to such  payment or this Plan.\nThe Company shall have the right to reduce any payment (or  compensation) by the\namount of cash sufficient to provide the amount of said taxes.\n\n                                    Page 22\n\n\n8.4 - AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.\n\n     The Chief Executive  Officer of St. Jude Medical,  Inc. may amend,  modify,\nsuspend or  terminate  the Plan in whole or in part,  except that no  amendment,\nmodification,  suspension or termination  shall have any  retroactive  effect to\nreduce any amounts  allocated to a Participant's  Accounts (neither the Policies\nthemselves,  nor the death  benefit  described  in  Section  6.1(c)(1)  shall be\ntreated as allocated to Accounts).  In addition, the Chief Executive Officer has\nthe right to amend or terminate Section  6.1(c)(1).  In the event that this Plan\nis terminated,  the amounts allocated to a Participant's Accounts (regardless of\nwhether such amounts had become vested) shall be distributed to the  Participant\nor,  in the  event of his or her  death,  his or her  Beneficiary  in a lump sum\nwithin thirty (30) days following the date of termination.\n\n8.5 - GOVERNING LAW.\n\n     This Plan shall be construed,  governed and administered in accordance with\nthe laws of the State of Minnesota.\n\n8.6 - RECEIPT OR RELEASE.\n\n     Any payment to a Participant or the Participant's Beneficiary in accordance\nwith the  provisions  of the  Plan  shall,  to the  extent  thereof,  be in full\nsatisfaction of all claims against the Committee and the Company.  The Committee\nmay require such  Participant or Beneficiary,  as a condition  precedent to such\npayment, to execute a receipt and release to such effect.\n\n8.7 - PAYMENTS ON BEHALF OF PERSONS UNDER INCAPACITY.\n\n     In the event that any  amount  becomes  payable  under the Plan to a person\nwho, in the sole judgement of the Committee, is considered by reason of physical\nor  mental  condition  to be  unable  to give a  valid  receipt  therefore,  the\nCommittee  may  direct  that such  payment  be made to any  person  found by the\nCommittee,  in its sole judgement,  to have assumed the care of such person. Any\npayment made pursuant to such determination  shall constitute a full release and\ndischarge of the Committee and the Company.\n\n                                    Page 23\n\n\n8.8 - HEADINGS, ETC. NOT PART OF AGREEMENT.\n\n     Headings  and  subheadings  in this Plan are inserted  for  convenience  of\nreference  only  and  are  not  to be  considered  in  the  construction  of the\nprovisions hereof.\n\n\n     IN WITNESS WHEREOF,  the Company has caused this document to be executed by\nits duly authorized officer on this ________ day of __________, 1995.\n\n\n                                      ST. JUDE MEDICAL, INC.\n\n\n                                      By _______________________________________\n\n\n\n                                      By _______________________________________\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":[9539,9542],"class_list":["post-40112","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40112","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=40112"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40112"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40112"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40112"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}