|MEDTRONIC PLC filed this Form 10-Q on 09/01/2017|
MEDTRONIC INCENTIVE PLAN
(As amended and restated effective April 1, 2017)
BACKGROUND, PURPOSE AND DURATION
1.1 Effective Date. Medtronic, Inc., a Minnesota corporation and a subsidiary of
Medtronic plc, an Irish public limited company (the “Company”), previously established the Medtronic Incentive Plan effective as of April 26, 2003 (the “Effective Date”), as amended and restated as of January 1, 2008, which was amended and restated by the Company as of January 26, 2015. The Company hereby adopts and amends and restates the Plan, effective April 1, 2017 (the “Restatement Date”).
1.2 Purpose of the Plan. The Plan is designed to motivate employees to achieve the Company’s primary annual objectives as reflected in the Company’s annual operating plan by providing the opportunity for incentive compensation in addition to annual salaries.
The Plan is intended to amend, incorporate and restate prior incentive compensation plans established by Medtronic, Inc., including the Management Incentive Plan and the Employee Incentive Plan. The terms of the Plan, as set forth herein, shall apply to awards granted under the Plan on and after the Restatement Date. Awards granted under the Company’s incentive compensation plans in effect prior to the Restatement Date shall be governed by the terms of such prior plans.
For the avoidance of doubt, awards of incentive compensation to “covered employees” (within the meaning of Section 162(m) of the Code) pursuant to this Plan shall be deemed to be granted under the Amended and Restated 2013 Stock Award and Incentive Plan (or any successor plan in effect on the first day of the applicable Performance Period) (the “Omnibus Plan”) and shall also be subject to the terms and conditions therein (including the individual limits and eligible performance criteria contained therein).
The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:
2.1 “Actual Award” means as to any Performance Period, the actual award of incentive compensation (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 4.6 to increase, reduce or eliminate the award determined by the Payout Formula.