|MEDTRONIC PLC filed this Form 10-Q on 09/01/2017|
2.2 “Affiliate” means any corporation that is a “parent corporation” or “subsidiary corporation” of the Company or any successor provision, and any joint venture in which the Company or any such “parent corporation” or “subsidiary corporation” owns a controlling equity interest. “Parent corporation” shall have the meaning set forth in Sections 424(e) of the Code. “Subsidiary corporation” shall have the meaning set forth in section 155 of the Companies Act 1963 of the Republic of Ireland; provided that, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, an entity shall not be treated as a subsidiary corporation unless it is also an entity in which the Company has a “controlling interest” (as defined in Treas. Reg. Section 1.409A-1(b)(5)(ii)(E)(1)), either directly or through a chain of corporations or other entities in which each corporation or other entity has a “controlling interest” in another corporation or entity in the chain, as determined by the Committee.
2.3 “Board” means the Board of Directors of the Company.
2.4 “Cause” has the same meaning set forth in Section 5.4(c) hereof.
2.5 “Code” means the Internal Revenue Code of 1986, as amended.
2.6 “Committee” means the Compensation Committee of the Board or its delegate as set forth in Section 3.4 hereof.
2.7 “Company” has the meaning set forth in the preamble.
2.8 “Disability” means the disability of a Participant such that the Participant is considered disabled under any retirement plan of the Company which is qualified under Section 401 of the Code, or, in the case of a Participant employed by a non-U.S. Affiliate or in a non-U.S. location, under any retirement plan or long-term disability plan of the Company or such Affiliate applicable to such Participant, or as otherwise determined by the Committee.
2.9 “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.
2.10 “Fiscal Year” means the fiscal year of the Company.
2.11 “MIP Payroll Period” means the payroll period designated by the Committee to which the Performance Period relates, which, for Fiscal Year 2017, means April 16, 2016 to April 14, 2017 for the US payroll, and May 1, 2016 to April 30, 2017 for the OUS payroll.
2.12 “Participant” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.
2.13 “Payout Formula” means as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 4.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.
2.14 “Performance Period” means generally, the Fiscal Year. However, the Committee may, at its discretion, designate a shorter or longer period.