0001193125-15-020707 Sample Contracts

CHANGE OF CONTROL EMPLOYMENT AGREEMENT (As Amended and Restated as of January 26, 2015)
Change of Control Employment Agreement • January 27th, 2015 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota

CHANGE OF CONTROL EMPLOYMENT AGREEMENT by and between Medtronic, Inc., a Minnesota corporation (the “Company”), and (the “Executive”), amended and restated as of the day of (the “Agreement”).

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AMENDMENT TO THE
2008 Stock Award and Incentive Plan Amendment • January 27th, 2015 • Medtronic Inc • Electromedical & electrotherapeutic apparatus

WHEREAS, on June 15, 2014, Medtronic, Inc. (“Medtronic”) entered into a Transaction Agreement with Covidien plc and the other parties named therein (the “Transaction Agreement”) to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the “Transaction”); and

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AMENDMENT TO THE
1979 Restricted Stock and Performance Share Award Plan Amendment • January 27th, 2015 • Medtronic Inc • Electromedical & electrotherapeutic apparatus

WHEREAS, on June 15, 2014, Medtronic, Inc. (“Medtronic”) entered into a Transaction Agreement with Covidien plc and the other parties named therein (the “Transaction Agreement”) to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the “Transaction”); and

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AMENDMENT TO THE
1998 Outside Director Stock Compensation Plan • January 27th, 2015 • Medtronic Inc • Electromedical & electrotherapeutic apparatus

WHEREAS, on June 15, 2014, Medtronic, Inc. (“Medtronic”) entered into a Transaction Agreement with Covidien plc and the other parties named therein (the “Transaction Agreement”) to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the “Transaction”); and

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AMENDMENT TO THE
2003 Long-Term Incentive Plan Amendment • January 27th, 2015 • Medtronic Inc • Electromedical & electrotherapeutic apparatus

WHEREAS, on June 15, 2014, Medtronic, Inc. (“Medtronic”) entered into a Transaction Agreement with Covidien plc and the other parties named therein (the “Transaction Agreement”) to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the “Transaction”); and

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