MULTI-YEAR $350,000,000 CREDIT AGREEMENTCredit Agreement • November 12th, 2003 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT, is made and entered into by and between St. Jude Medical, Inc., a Minnesota corporation with its principal offices at St. Paul, Minnesota ("St. Jude") and _____________________ _, residing at (the...Employment Agreement • March 26th, 1999 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
EXHIBIT 1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 29th, 2004 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
AMONG VENTRITEX, INC. ST. JUDE MEDICAL, INC. AND PACESETTER, INC.Agreement and Plan of Merger • March 27th, 1997 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
RIGHTS AGREEMENT by and between ST. JUDE MEDICAL, INC.Rights Agreement • August 6th, 1997 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
EXHIBIT AAsset Purchase Agreement • December 16th, 1996 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 2.4 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 11th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
MULTI-YEAR CREDIT AGREEMENT Dated as of December 13, 2006 among ST. JUDE MEDICAL, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Lender, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH, JPMORGAN CHASE...Credit Agreement • December 18th, 2006 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This MULTI-YEAR $1,000,000,000 CREDIT AGREEMENT (the “Agreement”) is entered into as of December 13, 2006, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, LC Issuer and Lender.
EXHIBIT 2 --------- AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1, effective as of December 20, 2002 (the "Amendment"), between St. Jude Medical, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent"). WHEREAS, the...Rights Agreement • March 21st, 2003 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus
Among Ventritex, Inc. St. Jude Medical, Inc. And Pacesetter, Inc.Agreement and Plan of Merger • November 15th, 1996 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
AMONGDay Credit Agreement • March 26th, 1998 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
St. Jude Medical, Inc. $500,000,000 2.500% Senior Notes due 2016 UNDERWRITING AGREEMENT December 1, 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Wells Fargo Securities, LLCUnderwriting Agreement • December 3rd, 2010 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
The Notes will be issued pursuant to an indenture, dated as of July 28, 2009 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a third supplemental indenture, dated as of December 6, 2010 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
AGREEMENTShareholders Agreement • February 7th, 1996 • St Jude Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
WITNESSETH:Affiliate Agreement • February 7th, 1996 • St Jude Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
RECITALSEmployment Agreement • March 29th, 2001 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
RECITALSEmployment Agreement • March 26th, 1999 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
EXHIBIT 10.14 SPLIT-DOLLAR INSURANCE AGREEMENT AS AMENDED APRIL 29, 1999 THIS AGREEMENT, originally effective as of this 10th day of January, 1997, is amended effective April 29, 1999 by agreement between the Company and the Owner: DEFINITIONS: A....Split-Dollar Insurance Agreement • March 27th, 2000 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
St. Jude Medical, Inc. $450,000,000 2.200% Senior Notes due 2013 UNDERWRITING AGREEMENT March 10, 2010 Banc of America Securities LLC Wells Fargo Securities, LLCUnderwriting Agreement • March 15th, 2010 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
CONFIDENTIAL Fred B. Parks [ADDRESS OMITTED] Dear Fred: The purpose of this letter is to set forth an agreement between St. Jude Medical, Inc. (the "Company") and you with respect to your voluntary resignation. You will resign as a member of the Board...St Jude Medical Inc • March 26th, 1999 • Electromedical & electrotherapeutic apparatus
EXHIBIT 10 EMPLOYMENT AGREEMENT THIS AGREEMENT, is made and entered into by and between St. Jude Medical, Inc., a Minnesota corporation with its principal offices at St. Paul, Minnesota ("St. Jude") and _____________, residing at...Employment Agreement • November 13th, 1998 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
MULTI-YEAR CREDIT AGREEMENTCredit Agreement • February 26th, 2014 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This MULTI-YEAR $1,500,000,000 CREDIT AGREEMENT (the “Agreement”) is entered into as of May 31, 2013, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, LC Issuer and Lender.
AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT Dated as of August 21, 2015 amongCredit Agreement • August 24th, 2015 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This AMENDED AND RESTATED MULTI-YEAR $1,500,000,000 CREDIT AGREEMENT (the “Agreement”) is entered into as of August 21, 2015, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each financial institution from time to time party hereto as an L/C Issuer, and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Lender.
AGREEMENT AND PLAN OF MERGER dated as of April 27, 2016 by and among ABBOTT LABORATORIES, ST. JUDE MEDICAL, INC., VAULT MERGER SUB, INC. and VAULT MERGER SUB, LLCAgreement and Plan of Merger • April 28th, 2016 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 27, 2016, is by and among Abbott Laboratories, an Illinois corporation (“Parent”), St. Jude Medical, Inc., a Minnesota corporation (the “Company”), Vault Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub 1”), and Vault Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub 2”). Parent, the Company, Merger Sub 1 and Merger Sub 2 are referred to individually as a “Party” and collectively as the “Parties”.
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 7th, 1996 • St Jude Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
St. Jude Medical, Inc. $600 MILLION AGGREGATE PRINCIPAL AMOUNT 2.800% CONVERTIBLE SENIOR DEBENTURES DUE 2035 UNDERWRITING AGREEMENT dated December 6, 2005 Banc of America Securities LLCUnderwriting Agreement • December 12th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representative, and assigns of the undersigned. This agreement shall be terminated and the undersigned shall be released from its obligations hereunder if: (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in said Underwriting Agreement).
STOCK PURCHASE PLAN ENGAGEMENT AGREEMENTStock Purchase Plan Engagement Agreement • April 25th, 2007 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
Stock Purchase Plan Engagement Agreement dated as of April 25, 2007 (this “Agreement”) between St. Jude Medical, Inc., a Minnesota corporation (the “Company”), and Banc of America Securities LLC (“Broker”), acting as agent for the Company.
EXHIBIT 10.18 SEVERANCE AGREEMENT This agreement is made as of the 26th day of March, 2001, between St. Jude Medical, Inc., a Minnesota corporation, with its principal offices at St. Paul, Minnesota (the "Company") and ___________ ("Executive"),...Severance Agreement • March 29th, 2001 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus
SECOND AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • August 3rd, 2016 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus
This Amendment (the “Amendment”) is made as of the 31st day of May, 2016, between St. Jude Medical, Inc., a Minnesota corporation, with its principal offices at One St. Jude Medical Drive, St. Paul, Minnesota 55117 (the “Company”) and _____________ (“Executive”), and amends that certain Severance Agreement, dated_____________, between Executive and the Company, as amended by the First Amendment to Severance Agreement, dated_____________, (the “First Amendment” and collectively, the “Change in Control Severance Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2011 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
THIS AGREEMENT is made and entered into as of the ____ day of ________________, 200__, by and between ST. JUDE MEDICAL, INC., a Minnesota corporation (the “Company”), and ____________________________ (“Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 17th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Texas
This AGREEMENT AND PLAN OF MERGER, dated as of October 15, 2005 (this "Agreement"), is among St. Jude Medical, Inc., a Minnesota corporation ("Parent"), Apollo Merger Corp., a Texas corporation and a wholly-owned subsidiary of Parent ("Sub"), and Advanced Neuromodulation Systems, Inc., a Texas corporation (the "Company") (Sub and the Company being hereinafter collectively referred to as the "Constituent Corporations").
SEVERANCE AGREEMENTSeverance Agreement • January 7th, 2009 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus
This agreement (this “Agreement”) is made as of the _____ day of _______, 2008, between St. Jude Medical, Inc., a Minnesota corporation, with its principal offices at One Lillehei Plaza, St. Paul, Minnesota 55117 (the “Company”) and XXXXX (“Executive”), residing at ________________________.
TERM LOAN AGREEMENTTerm Loan Agreement • November 4th, 2014 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This TERM LOAN AGREEMENT (the “Agreement”) is entered into as of August 6, 2014, between ST. JUDE MEDICAL, INC., a Minnesota corporation (the “Borrower”), and BANK OF AMERICA, N.A. (the “Lender”).
CREDIT AGREEMENT Dated as of December 18, 2008 among ST. JUDE MEDICAL, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and a Lender, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Syndication Agent, WELLS FARGO BANK,...Credit Agreement • December 24th, 2008 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT (the “Agreement”) is entered into as of December 18, 2008, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Lender.
AMENDMENTSt Jude Medical Inc • March 15th, 2004 • Electromedical & electrotherapeutic apparatus
This AMENDMENT, dated as of February 20, 2003, by and among Getz Japan Holding KK, a company organized under the laws of Japan ("NEWCO"), St. Jude Medical Japan K.K., a company organized under the laws of Japan ("BUYER"), St. Jude Medical, Inc., a Minnesota corporation ("ST. JUDE"), Getz Bros. & Co. Zug Inc., a company organized under the laws of Switzerland ("GETZ ZUG"), Getz International, Inc., a Delaware corporation ("GETZ Intl"), and Muller & Phipps (Japan) Ltd., a company organized under the laws of Japan ("M&P", and together with Getz Zug and Getz Intl., "SELLERS"), is attached to and made a part of that certain Stock Purchase Agreement (the "AGREEMENT"), dated as of September 17, 2002 (USA), by and among Buyer, St. Jude and Sellers. Capitalized and undefined terms used in this Amendment shall have the same meanings ascribed to them in the Agreement.
SETTLEMENT AGREEMENTSettlement Agreement • November 7th, 2006 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Indiana
This Settlement Agreement (“Agreement”) is entered into as of this 29th day of July, 2006, by and between Boston Scientific Corporation, a corporation organized and existing under the laws of the State of Delaware (“BSC”), Guidant Corporation, a corporation organized and existing under the laws of the State of Indiana (“Guidant”), Cardiac Pacemakers, Inc., a corporation organized and existing under the laws of the State of Minnesota (“CPI”), Guidant Sales Corporation, a corporation organized and existing under the laws of the State of Indiana (“GSC”), and Advanced Bionics Corporation, a corporation organized and existing under the laws of the State of Delaware (“ABC”), on the one hand (hereinafter collectively referred to as the “BSC Parties”), and St. Jude Medical, Inc., a corporation organized and existing under the laws of the State of Minnesota (“St. Jude”), St. Jude Medical S.C., Inc., a corporation organized and existing under the laws of the State of Minnesota (“SJMSC”), Paceset
