Exhibit 10.1
ST. JUDE MEDICAL,
INC.
MANAGEMENT INCENTIVE COMPENSATION
PLAN
(AS ADOPTED ON DECEMBER 15,
2008)
TABLE OF CONTENTS
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Section 1.
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Purpose
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1
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Section 2.
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Definitions
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1
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Section 3.
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Eligibility
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2
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Section 4.
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Administration
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2
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(a) Timing of
Designations
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2
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(b) Adjustments
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2
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(c) Certifications
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2
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Section 5.
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Financial Performance Goals
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2
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Section 6.
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Payment of Incentive Compensation;
Nonassignability
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3
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Section 7.
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No Right To Continued Employment
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3
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Section 8.
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Amendment and Termination
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3
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Section 9.
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Shareholder Approval of Plan
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3
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i
ST. JUDE MEDICAL,
INC.
MANAGEMENT INCENTIVE COMPENSATION
PLAN
(AS ADOPTED ON DECEMBER 15,
2008)
The Plan is designed to attract,
retain and reward highly qualified executives who are important to
the Company’s success and to provide incentives relating
directly to the financial performance and long-term growth of the
Company.
As used in the Plan, the following
terms shall have the meanings set forth below:
(a) “Board”
shall mean the Board of Directors of St. Jude Medical,
Inc.
(b) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any regulations promulgated thereunder.
(c) “Committee”
shall mean the Compensation Committee of the Board or any successor
committee of the Board designated by the Board to administer the
Plan. Each member of the Committee shall be an “outside
director” within the meaning of Section 162(m) of the
Code.
(d) “Company”
shall mean St. Jude Medical, Inc., a Minnesota corporation, or any
successor corporation and any other corporation in which St. Jude
Medical, Inc. controls, directly or indirectly, 50% or more of the
combined voting power of all classes of voting
securities.
(e) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended.
(f) “Executive
Officer” shall mean any officer of the Company subject to the
reporting requirements of Section 16 of the Exchange
Act.
(g) “Incentive
Compensation” shall mean the cash incentive awarded to a
Participant pursuant to terms and conditions of the
Plan.
(h) “Participant”
shall mean any Executive Officer and any other employee or class of
management employees of the Company as may be designated by the
Committee.
(i) “Plan”
shall mean this St. Jude Medical, Inc. Management Incentive
Compensation Plan, as amended from time to time.
(j) “Salary”
shall mean the direct gross (as opposed to taxable) compensation
earned by the Participant as base salary during the fiscal year,
excluding any and all commissions, bonuses, incentive payments
payable during the fiscal year, and other similar
payments.
Each fiscal year, the Committee
shall designate those employees of the Company, including Executive
Officers, who are eligible to receive Incentive Compensation under
this Plan for the fiscal year.
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Section 4.
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Administration .
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The awards under the Plan shall be
based on the attainment of financial performance goals for the
fiscal year, as determined for each Participant by the Committee.
From time to time, the Committee may designate an award granted
pursuant to the Plan as an award of “qualified
performance-based compensation” within the meaning of Section
162(m) of the Code (a “Qualified Performance Award”).
The Committee shall administer the Plan and shall have full power
and authority necessary to construe, interpret and administer the
Plan to comply with the requirements of Section 162(m) of
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