{"id":40405,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-plan-st-jude-medical-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-plan-st-jude-medical-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-plan-st-jude-medical-inc.html","title":{"rendered":"Retirement Plan &#8211; St. Jude Medical Inc."},"content":{"rendered":"<pre>                             ST. JUDE MEDICAL, INC.\n\n             RETIREMENT PLAN FOR MEMBERS OF THE BOARD OF DIRECTORS\n\n     St. Jude  Medical,  Inc.  ('St.  Jude'),  a Minnesota  corporation,  hereby\nestablishes this Retirement Plan (the 'Plan'),  effective as of January 1, 1988,\nfor the purpose of rewarding  members of the Board of Directors of St. Jude (the\n'Board') for their  efforts in making St.  Jude's  business  successful,  and to\nprovide benefits to them upon retirement, disability or death.\n\n     1. Definitions.\n\n          1.1  'Administrative  Committee'  shall mean the  committee  appointed\n               pursuant to Section 7 hereof.\n\n          1.2  'Effective Date' shall mean January 1, 1988.\n\n          1.3  'Normal Retirement Benefit' shall equal the Participant's average\n               annual retainer fee during his or her period of Board  membership\n               calculated by dividing the  Participant's  total retainer fees by\n               the number of years of  service,  or  fraction  thereof  based on\n               completed months of service,  for which the Participant  received\n               such retainer  fees.  Solely for purposes of this  definition and\n               notwithstanding  anything  in Section  1.7 to the  contrary,  all\n               completed  years and  months of  service  prior to and after 1988\n               shall be counted in full. In no event shall the average  retainer\n               fee for any Board member on March 1, 1995 be less than $24,000.\n\n          1.4  'Normal Retirement Date' shall mean the later of:\n\n               1.4.1  the day following the Participant's 60th birthday, or\n\n               1.4.2  the day on which the  Participant is no longer a member of\n                      the Board.\n\n          1.5  'Participant' shall mean a member of the Board of St. Jude who is\n               not a full-time employee of St. Jude.\n\n          1.6  'Totally  Disabled'  or  'Total  Disability'  shall  mean (a) the\n               inability  of an  injured  or ill  Participant  to  engage  in or\n               perform the duties of his regular occupation or employment within\n               the first two years of such  disability;  and (b) after the first\n               two years of such disability, the inability of the Participant to\n               engage  in any  paid  employment  or work for  which  he may,  by\n               education and training,  including rehabilitative training, be or\n               reasonably become qualified.\n\n          1.7  'Year Of Service' shall mean the following:\n\n               1.7.1  For  purposes  of vesting  under  paragraph  3.1,  Year of\n                      Service  shall  mean a  twelve  consecutive  month  period\n                      during  which  the  Participant  serves as a member of the\n                      Board. In addition,  the twelve  consecutive month period,\n                      which includes the  Participant's  Normal Retirement Date,\n                      shall  constitute one Year of Service under paragraph 3.1,\n                      notwithstanding the fact that the Participant may not have\n                      served on the Board for the entire twelve months.\n\n               1.7.2  Year of Service for purposes of payment of benefits  under\n                      Article 4 shall  mean a twelve  consecutive  month  period\n                      beginning on or after the Effective Date, during which the\n                      Participant serves as a member of the Board. In addition,\n\n                      1.7.2.1   Each twelve consecutive month period served by a\n                                Board member prior to the  Effective  Date shall\n                                count as six months  towards a Year of  Service,\n                                so that two  twelve  consecutive  month  periods\n                                served  prior to  January  1, 1988  count as one\n                                Year of Service under the Plan.\n\n                      1.7.2.2   With  respect to the  twelve-month  period which\n                                includes  the  Participant's  Normal  Retirement\n                                Date,  a  Participant  shall  be  credited  with\n                                one-twelfth of his Normal Retirement Benefit for\n                                each month  during  which he serves on the Board\n                                following his last complete Year of Service.\n\n                      1.7.2.3   If a Participant has six months of credit toward\n                                a Year of Service under subparagraph 1.7.2.1 and\n                                a number of months' credit under  1.7.2.2,  such\n                                credited months may be aggregated to provide the\n                                Participant with a Normal Retirement Benefit for\n                                the  final  year in which he or his  beneficiary\n                                receives   benefits   which  equals  his  Normal\n                                Retirement Benefit multiplied by a fraction, the\n                                numerator of which equals the aggregated  number\n                                of months credited under  subparagraphs  1.7.2.1\n                                and  1.7.2.2  (or  the   non-aggregated   months\n                                credited under either such subparagraph) and the\n                                denominator of which equals twelve.\n\n     2.  Eligibility.  Board  members  who qualify as  Participants  and who are\nacting as such on the Effective Date shall  automatically be Participants in the\nPlan as of the Effective Date. Thereafter, each other Board member who qualifies\nas a Participant shall become a Plan Participant effective with his first day of\nservice as a non-employee Board member.\n\n     3. Vesting.\n\n          3.1  Service.  Payment of benefits under the Plan is conditioned  upon\n               the  Participant  completing  five  Years  of  Service.  Years of\n               Service  need not be  consecutive.  After the  five-year  service\n               condition is met, the Participant's benefit shall be fully vested\n               and nonforfeitable, subject to paragraph 3.2.\n\n          3.2  Fidelity.  The payment of benefits  under the Plan is conditioned\n               upon the Participant not committing  fraud or dishonesty  against\n               or going into  competition with St. Jude. If the Board determines\n               that a  Participant  has breached the  condition set forth in the\n               previous  sentence,  either before or after he has completed five\n               Years of Service,  all of the  Participant's  benefits  under the\n               Plan shall be immediately forfeitable and forfeited. However, all\n               Plan benefits with respect to all Plan  Participants who have not\n               breached   the   condition   set   forth   above   shall   become\n               nonforfeitable and this provision shall no longer be effective on\n               the later of the last day of the  calendar  year during which the\n               Participant  terminates  (a)  employment or (b) membership in the\n               Board,  provided the  Participant  satisfies the  requirement  of\n               paragraph 3.1.\n\n          3.3  Termination  of plan.  If the Board elects to terminate the Plan,\n               the benefits of all current  Participants  who have satisfied the\n               requirements  of  paragraphs  3.1 and 3.2  and  who  continue  to\n               satisfy 3.2 as long as  required by the terms of that  paragraph,\n               shall be fully  vested.  Such  Participants  shall  receive their\n               benefits at the times specified in Article 4 below.\n\n          3.4  Change  in  control.  In the event of a Change  in  Control,  the\n               benefits of all current  Participants  shall  become  immediately\n               fully vested,  whether or not such  Participants  have  completed\n               five Years of Service.  Such Participants shall be deemed to have\n               satisfied the requirements of paragraph 3.1, shall not be subject\n               to the  conditions  of  paragraph  3.2 and shall be  entitled  to\n               receive benefits under the Plan in accordance with Article 4.\n\n               3.4.1  'Change in control'  shall mean a change in control  which\n                      would be  required to be reported in response to Item 5(f)\n                      on Schedule 14A of Regulation  14A  promulgated  under the\n                      Securities Exchange Act of 1934, as amended (the 'Exchange\n                      Act'),  whether  or not St.  Jude is then  subject to such\n<font size=\"2\">                      reporting requirement, including, without limitation, if:\n\n                      3.4.1.1   Any  'Person'  (as such term is used in Sections\n                                13(d) and 14(d) of the  Exchange  Act) becomes a\n                                'beneficial  owner'  (as  defined  in Rule 13d-3\n                                under the Exchange Act), directly or indirectly,\n                                of  securities of St. Jude  representing  40% or\n                                more of the combined  voting power of St. Jude's\n                                then outstanding securities; or\n\n                      3.4.1.2   There  ceases to be a  majority  of the Board of\n                                Directors comprised of individuals  described in\n                                3.4.1.3 below.\n\n                      3.4.1.3   For purposes of this paragraph  3.4.1.3,  'Board\n                                of Directors'  shall mean: (a) individuals  who,\n                                on the effective  date hereof,  constituted  the\n                                Board of St. Jude;  and (b) any new director who\n                                subsequently   was  elected  or  nominated   for\n                                election by a majority of the directors who held\n                                such  office  immediately  prior to a Change  in\n                                Control.\n\n                                Change   in   control   shall   also   mean  the\n                                commencement of any insolvency  proceeding by or\n                                against St. Jude, including the appointment of a\n                                receiver.\n\n     4. Payment Of Benefits.\n\n<\/font>          4.1  Normal  Retirement  Benefit.  A  Participant  who is fully vested\n               shall be entitled to receive a Normal  Retirement  Benefit on the\n               first   business  day  of  the  calendar   year   following   the\n               Participant's  retirement  from  full-time  employment  after his\n               Normal  Retirement  Date and such payments  shall  continue to be\n               paid on the first  business day of each calendar year  thereafter\n               until the number of payments  equals the  Participant's  Years of\n               Service,  at which time payments  under the Plan shall cease.  If\n               the  Participant  is credited  with a final,  fractional  Year of\n               Service  under  paragraph  1.7.2.3,   the  Participant's   Normal\n               Retirement  Benefit  for the  final  year in  which  he  receives\n               benefits shall equal his Normal Retirement  Benefit multiplied by\n               the fraction described in subparagraph 1.7.2.3.\n\n          4.2  Reappointment   To  The  Board  After   Commencement   Of  Normal\n               Retirement Benefits.  No Participant shall receive benefits while\n               serving as a member of the Board.  If a Participant  is receiving\n               his Normal  Retirement  Benefit and is  reappointed to the Board,\n               all payments to the Participant under the Plan shall cease during\n               his term and shall  recommence  on the first  business day of the\n               first calendar year commencing after his term expires. The number\n               of years during which such a  Participant  or his  survivors  may\n               receive  benefits  shall equal all of his Years of Service,  both\n               before and after his  reappointment to the Board,  minus Years of\n               Service   for  which   benefits   had  been  paid  prior  to  the\n               Participant's reappointment to the Board.\n\n          4.3  Disability  Benefit.  A Participant  whose  full-time  employment\n               terminates  prior  to his  Normal  Retirement  Date  due to Total\n               Disability  but who has completed  five Years of Service shall be\n               entitled  to  receive  a  benefit  equal to a  Normal  Retirement\n               Benefit commencing on the first business day of the calendar year\n               following  the  onset  of  the  Participant's  Total  Disability,\n               provided he has not violated  paragraph  3.2. Such payments shall\n               continue to be paid on the first  business  day of each  calendar\n               year   thereafter   until  the  number  of  payments  equals  the\n               Participant's  Years of Service, at which time payments under the\n               Plan shall cease.\n\n          4.4  Survivor's  Benefit. If the Participant dies before receiving all\n               benefits due him under the Plan,  St. Jude shall  continue to pay\n               to the  Participant's  designated  beneficiary  the  benefit  the\n               Participant  had been  receiving  at the date of his death  under\n               paragraph 4.1. If the Participant  had not yet commenced  receipt\n               of benefits  under the Plan, St. Jude shall pay to his designated\n               beneficiary  the benefits he would have received under  paragraph\n               4.1,  provided the  Participant  completed  five Years of Service\n               prior to his death and had not breached the  condition  set forth\n               in  paragraph  3.2.   Benefit   payments  to  the   Participant's\n               beneficiary  shall  commence (or continue) on the first  business\n               day of the year  following  the  Participant's  death  and  shall\n               continue to be paid on each  anniversary  date thereof  until the\n               number of payments,  including  any  payments to the  Participant\n               prior to his death,  equals the number of the Participant's Years\n               of Service, including any final, fractional Year of Service under\n               paragraph  1.7.2.3,  at which time payments  under the Plan shall\n               cease.  Notwithstanding the foregoing, a survivor's benefit shall\n               not be paid if the  Participant  has earned fewer than five Years\n               of Service.\n\n          4.5  Benefit Personal To Participant. If the Participant is or becomes\n               obligated  to turn  over all or part of any Plan  benefit  to his\n               current or former  employer,  such benefit  shall not be paid, it\n               being the  intent of the Plan that  benefits  be paid only to the\n               Participant or pursuant to paragraph 4.4 hereof.\n\n     5. Designation Of Beneficiary. All payments to be made by St. Jude shall be\nmade to the Participant,  if living. In the event of a Participant's death prior\nto the receipt of all benefit payments, all subsequent payments to be made under\nthe  Plan  shall  be  made  to the  Participant's  beneficiary.  In the  event a\nbeneficiary dies before receiving all the payments due to such beneficiary,  the\nthen-remaining  payments  shall  be paid  to the  legal  representatives  of the\nbeneficiary's  estate. The Participant shall designate a beneficiary by filing a\nwritten  notice of such  designation  with St. Jude in such form as St. Jude may\nprescribe.  The Participant may revoke or modify said designation at any time by\na further written designation.  The Participant's  beneficiary designation shall\nbe deemed automatically revoked in the event of the death of the beneficiary or,\nif the beneficiary is the  Participant's  spouse, in the event of dissolution of\nmarriage.  If no  designation  shall be in effect at the time when any  benefits\npayable under this Plan shall become due, the beneficiary shall be the spouse of\nthe Participant or, if no spouse is then living,  the Participant's  children or\ntheir issue by right of representation or, if none, the legal representatives of\nthe Participant's estate.\n\n     6.  Facility Of Payment.  In the event a benefit is payable to a minor or a\nperson incapable of handling the disposition of his property, the Administrative\nCommittee may pay such benefit to the guardian,  legal  representative or person\nhaving  the  care  or  custody  of  such  minor  or  incompetent   person.   The\nAdministrative  Committee  may  require  proof  of  incompetency,   minority  or\nguardianship  as it may deem  appropriate  prior to distribution of the benefit.\nSuch distribution shall completely  discharge the  Administrative  Committee and\nSt. Jude from all liability with respect to such benefit.\n\n     7.  Administration  And Interpretation Of The Plan. The Board shall appoint\nan  Administrative  Committee  consisting of two or more senior  managers of St.\nJude to administer and interpret the Plan.  Interpretation by the Administrative\nCommittee  shall be final and binding  upon a  Participant.  The  Administrative\nCommittee shall adopt rules and regulations  relating to the Plan as it may deem\nnecessary or advisable for the administration of the Plan.\n\n     8. Claims Procedure.  If the Participant or the  Participant's  beneficiary\n(the  'Claimant')  is denied all or a portion of an expected  benefit under this\nPlan for any reason, he may file a claim with the Administrative  Committee. The\nAdministrative  Committee  shall notify the Claimant within 60 days of allowance\nor denial of the claim,  unless the Claimant  receives  written  notice from the\nAdministrative  Committee  prior to the end of the 60-day  period  stating  that\nspecial circumstances require an extension of the time for decision.  The notice\nof the Administrative  Committee's decision shall be in writing, sent by mail to\nClaimant's  last known  address and, if a denial of the claim,  must contain the\nfollowing information:\n\n          a.   the specific reasons for the denial;\n\n          b.   specific  reference to pertinent  provisions of the Plan on which\n               the denial is based; and\n\n          c.   if applicable,  a description  of any  additional  information or\n               material  necessary to perfect the claim,  an  explanation of why\n               such information or material is necessary,  and an explanation of\n               the claims review procedure.\n\n     9.  Review  Procedure.  A Claimant  is  entitled to request a review of any\ndenial of his claim by the Administrative Committee. The request for review must\nbe  submitted  in writing  within 60 days of  mailing  of notice of the  denial.\nAbsent a request for review within the 60-day  period,  the claim will be deemed\nto be conclusively  denied. The Claimant or his representative shall be entitled\nto review all pertinent documents,  and to submit issues and comments orally and\nin writing.\n\n     If the request for review by a Claimant  concerns  the  interpretation  and\napplication of the provisions of this Plan and St. Jude's obligations,  then the\nreview shall be conducted by a separate  committee  consisting  of three persons\ndesignated or appointed by the Administrative  Committee. The separate committee\nshall afford the Claimant a hearing and the  opportunity to review all pertinent\ndocuments  and submit  issues and  comments,  orally and in  writing,  and shall\nrender a review  decision  in  writing,  all within 60 days  after  receipt of a\nrequest  for a  review,  provided  that in  special  circumstances  (such as the\nnecessity of holding a hearing) the  Committee  may extend the time for decision\nby not more than 60 days upon written notice to the Claimant. The Claimant shall\nreceive written notice of the separate  committee's  review  decision,  together\nwith specific reasons for the decision and reference to the pertinent provisions\nof the Plan. If the Claimant's  claim is denied by the separate  committee,  the\nClaimant  may  request  arbitration  of the  claim,  as  follows:  The  American\nArbitration  Association  shall be asked to appoint an arbitrator to rule on the\nmatter in accordance with its Commercial  Arbitration  Rules, as then in effect.\nThe decision of the Arbitrator  shall be binding and conclusive upon the parties\nand St. Jude and the Claimant shall divide equally the costs of the arbitration.\n\n     10. Unsecured Creditor.  The rights of the Participant,  his beneficiary or\nestate to benefits under the Plan shall be solely those of an unsecured creditor\nof St. Jude.  Any  insurance  policy or other assets  acquired by or held by St.\nJude in connection with the liabilities assumed by it pursuant to the Plan shall\nnot be deemed to be held under any trust for the benefit of the Participant, his\nbeneficiary,  or his  estate,  or to be  security  for  the  performance  of the\nobligations  of St. Jude but shall be, and  remain,  a general,  unpledged,  and\nunrestricted asset of St. Jude.\n\n     11.  Assignment Of Benefits.  Neither the  Participant  nor any beneficiary\nunder the Plan shall have any right to assign the right to receive any  benefits\nunder the Plan, and any such assignment shall be invalid.\n\n     12. Board  Membership  Not  Guaranteed  By Plan.  Neither this Plan nor any\naction taken  hereunder  shall be construed as giving a Participant the right to\nbe retained or continue as a member of the Board of Directors.\n\n     13.  Taxes.  St. Jude shall deduct from all  payments  made  hereunder  all\napplicable  federal or state  taxes  required  by law to be  withheld  from such\npayments.\n\n     14.  Amendment  And  Termination.  The Board of St.  Jude may, at any time,\namend or terminate  the Plan,  provided  that the Board may not reduce or modify\nany  benefit  payable  to  a  Participant  without  the  prior  consent  of  the\nParticipant.\n\n     15. Construction.  The Plan shall be construed according to the laws of the\nState of Minnesota.\n\n     16. Form Of  Communication.  Any election,  application,  claim,  notice or\nother communication required or permitted hereunder shall be made in writing and\nin such form as St. Jude may prescribe.  Such  communication  shall be effective\nupon mailing, if sent by first class mail, postage prepaid, and addressed to St.\nJude Medical,  Inc., One Lillehei Plaza,  St. Paul,  Minnesota  55117, or to the\nParticipant at the address which he files with the Administrative Committee. The\nParticipant shall notify the  Administrative  Committee in writing of any change\nof address.\n\n     17. Captions And Interpretation. The captions at the head of a section or a\nparagraph of this Plan are designed for  convenience  of reference  only and are\nnot to be resorted  to for the purpose of  interpreting  any  provision  of this\nPlan.  Where  appropriate,  the masculine  includes the  feminine,  the singular\nincludes the plural, and vice versa.\n\n     18.  Severability.  The  invalidity  of any  portion of this Plan shall not\ninvalidate  the remainder  thereof,  and said  remainder  shall continue in full\nforce and effect.\n\n     19.  Binding  Agreement.  The provisions of this Plan shall be binding upon\nthe Participant and St. Jude and their successors, assigns, heirs, executors and\nbeneficiaries.\n\n\n                                                 ST. JUDE MEDICAL, INC.\n\n\n                                                 By:____________________________\n                                                 Its:___________________________\n\n\nAS AMENDED THROUGH MARCH 15, 1995.\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":[9539,9550],"class_list":["post-40405","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__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40405","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=40405"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40405"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40405"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40405"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}