Exhibit 10.1
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AMENDMENT NO. 1, dated as of ___________, _____,
to the CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “
Agreement ”), dated as of __________, _____ by and
between MEDTRONIC, INC. (the “ Company ”) and
__________________ (the “ Executive
”).
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WHEREAS, the Company and the
Executive have previously entered into the Agreement;
WHEREAS, the Company and the
Executive mutually desire to make certain amendments to the
Agreement as deemed advisable to prevent an inclusion of income or
imposition of penalties under Section 409A of the Internal Revenue
Code of 1986, as amended (the “ Code ”) or as
deemed advisable to facilitate compliance with Section 409A of the
Code.
NOW, THEREFORE, pursuant to Section
12(h) of the Agreement (renumbered by this Amendment No. 1 as
Section 12(g)) in order to ensure compliance with Section 409A of
the Code, the Agreement is hereby amended as follows:
1. Section
1(a) of the Agreement is hereby deleted, and the following
substituted therefor:
The “Effective Date”
shall mean the first date during the Change of Control Period (as
defined in Section l(b)) on which a Change of Control) occurs.
Anything in this Agreement to the contrary notwithstanding, if (A)
the Executive’s employment with the Company is terminated by
the Company or the Executive terminates employment because the
Executive ceases to be an officer of the Company, (B) the Date of
Termination occurs prior to the date on which a Change of Control
occurs, and (C) it is reasonably demonstrated by the Executive that
such termination of employment or cessation of status as an officer
(i) was at the request of a third party who has taken steps
reasonably calculated to effect the Change of Control or (ii)
otherwise arose in connection with or anticipation of the Change of
Control, then for all purposes of this Agreement the
“Effective Date” shall mean the date immediately prior
to such Date of Termination.
2. The
final sentence of Section 5(e) is hereby deleted, and the following
substituted therefor:
Notwithstanding the foregoing, in no
event shall the Date of Termination occur until the Executive
experiences, and the Company and the Executive shall take all steps
necessary (including with regard to any post-termination services
by the Executive) to ensure that any termination described in this
Section 5 constitutes, a “separation from service”
within the meaning of Section 409A of the Code, and,
notwithstanding the foregoing, the date on which such
separatio
