EXHIBIT 10.15
St. Jude Medical, Inc.
2000 Employee Stock Purchase Savings Plan
I
Purpose
The purpose of the 2000 Employee Stock Purchase Savings Plan is to
provide a greater community of interest between St. Jude Medical, Inc.
shareholders and its employees, and to facilitate purchase by employees of
additional shares of common stock in the Company. It is believed the Plan will
encourage employees to remain in the employ of the Company and will also permit
the Company to compete with other corporations offering similar plans in
obtaining and retaining the services of competent employees. It is intended that
options issued pursuant to this Plan shall constitute options issued pursuant to
an "Employee Stock Purchase Plan" within the meaning of Section 423 of the
Internal Revenue Code of 1986, as amended.
II
Definitions
A. "Plan" means the 2000 St. Jude Medical, Inc. Employee Stock Purchase
Savings Plan.
B. "Code" means the Internal Revenue Code of 1986, as amended.
C. "Company" means St. Jude Medical, Inc., and any of its subsidiaries
(as that term is defined by Section 425(f) of the Code) to which St. Jude
Medical, Inc. and such respective subsidiaries, by action of their Boards of
Directors, shall make this Plan applicable.
D. "Employee" means any person, including an officer, who is
customarily employed twenty (20) hours or more per week and more than five (5)
months in a calendar year by the Company.
E. "Eligible Employee" means an Employee of the Company who is eligible
for participation in the Plan in accordance with Article IV.
F. "Participant" means an Eligible Employee who has elected to
participate in the Plan in accordance with Article V.
G. "Committee" means the committee provided for in Article XI.
H. The "Commencement Date" of the Plan means August l, 2000 or a date
established by the Committee not to exceed fourteen days following registration
of the options and shares reserved pursuant to the Plan with the United States
Securities and Exchange Commission.
I. "Base Pay" means regular straight time earnings annualized as of the
date of commencement of a phase excluding payments, if any, for overtime,
incentive compensation, commissions, incentive payments, premiums, bonuses and
any other special remuneration.
J. "Termination Date" shall mean the earlier of (i) the date of the one
year anniversary following the commencement of a particular phase of the Plan,
or (ii) such time as any merger or consolidation in which St. Jude Medical, Inc.
is not the surviving corporation becomes effective.
K. "Shares" shall mean common shares of St. Jude Medical, Inc. of the
par value of $.10, subject to adjustments which may be made in accordance with
Articles XVI and XVII.
III
Term and Phases of the Plan
A. The Plan will commence on the Commencement Date and will terminate
ten (10) years and six (6) months thereafter, except that any phase commenced
prior to such termination shall, if necessary, be allowed to continue beyond
such termination until completion. Notwithstanding the foregoing, this Plan
shall be considered of no force or effect and any options granted shall be null
and void unless the holders of a majority of shares of the common stock of the
Company, represented at a meeting in person or by proxy, approve the Plan within
twelve (12) months before or after the date of its adoption by the Board of
Directors.
B. The Plan shall be carried out in ten (10) phases, each phase being
for a period of one year. No phase shall run concurrently. A phase may commence
immediately after the termination of the preceding phase. The commencement of
each phase shall be determined by the Committee, provided that the commencement
of the first phase shall be within twelve (12) months before or after the date
of approval of the Plan by the shareholders of the Company. In the event all of
the stock reserved for grant of options hereunder is issued pursuant to the
terms hereof prior to the commencement of one or more phases scheduled by the
Committee or the number of shares remaining is so small, in the opinion of the
Committee, as to render administration of any succeeding phase impracticable,
such phase or phases shall be canceled. Phases shall be numbered successively as
Phase 1, Phase 2, Phase 3, etc.
IV
Eligibility
A. Any Employee of the Company who has completed at least one month of
continuous service on or prior to the commencement of a phase of the Plan shall
be eligible to participate in the Plan, subject to the limitations imposed by
Section 423 of the Code.
B. Any Employee who is a member of the Board of Directors of the
Company shall be eligible to participate in the Plan.
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C. Notwithstanding any provision of the Plan to the contrary, no
Employee shall be granted an option:
1. if such Employee, immediately after the option is granted,
owns shares possessing five percent (5%) or more of the total combined
voting power or value of all classes of shares of the Company or a
parent or a subsidiary of the Company. For purposes of determining
share ownership, the rules of Section 424(d) of the Code shall apply,
and shares which the Employee may purchase under outstanding options
shall be treated as shares owned by the Employee; or
2. which permits the Employee to purchase shares under such
plans of the Company or a subsidiary of the Company to accrue at a rate
which exceeds $25,000 of the fair market value of such shares
(determined at the time such option is granted) for each calendar year
in which such option is outstanding at any time. The term "accrue"
shall be interpreted as in Section 423(b)(8) of the Code.
V
Participation
A. An Eligible Employee may elect to enroll as, and become a
Participant in, any phase of the Plan by completing a payroll deduction
authorization on the form provided by the Company and filing it the personnel
office prior to or on the date the phase commences.
B. Payroll deductions for a Participant shall commence on the date when
his or her payroll deduction authorization becomes effective and shall end on
the last payday immediately prior to or coinciding with the Termination Date of
the particular phase, unless sooner terminated by the Participant as provided in
Article IX or as otherwise provided herein.
C. A Participant who ceases to be an Eligible Employee, although still
employed by the Company, thereupon shall be deemed to discontinue his or her
participation in the Plan, and he or she shall have the rights provided in
Article IX.
D. Participation in the Plan shall be voluntary.
VI
Payroll Deductions
A. Upon enrollment, a Participant shall elect to make contributions to
the Plan by payroll deductions (in full dollar amounts calculated to be as
uniform as practicable throughout the period of the phase), in the aggregate
amount not in excess of the sum of 10% of such Participant's Base Pay for the
term of the phase, as determined on the basis of his or her annual or annualized
Base Pay at the commencement of the phase. The minimum authorized payroll
deduction must aggregate to not less than $10 per month.
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B. All payroll deductions made for Participants shall be credited to
their accounts under the Plan. The Participant may not make any separate cash
payments into such account.
C. A Participant may discontinue his or her participation in the phase
and terminate his or her payroll deduction authorized at any time as provided in
Article IX.
D. A Participant may reduce the amount of his or her payroll deduction
by completing an amended payroll deduction authorization on the form provided
and filing it with his or her personnel office, but no change can be made during
a phase of the Plan which would either change the time or increase the rate of
his or her payroll deductions.
VII
Terms and Conditions of Options
A. Stock options granted pursuant to the Plan may be evidenced by
agreements in such form as the Committee shall approve, provided that all
Employees shall have the same rights and privileges and provided further that
such options shall comply with and be subject to the following terms and
conditions. The Committee may conclude that agreements are not necessary.
B. As of the commencement of a phase when a Participant's payroll
deduction authorization becomes effective, the Participant shall be granted an
option for as many full shares as he or she will be able to purchase with the
payroll deduction credited to his or her account during his or her participation
in the phase, subject to the limitations of Article X. The maximum number of
shares subject to purchase by a Participant shall equal the total amount
credited to the Participant's account under Section VI hereof divided by the
option price set forth in Section VII, Paragraph C.1 hereof.
C. The option price of shares purchased with payroll deductions for an
Employee who becomes a Participant as of the commencement of a phase shall be
the lower of:
1. 85% of the fair market value of the shares on the date the
phase commences; or,
2. 85% of the fair market value of the shares on the
Termination Date of the phase.
D. The fair market value of the shares shall be determined by the
Committee for each valuation date in a manner consistent with Section 423 of the
Code.
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VIII
Exercise of Option
A. Unless a Participant gives written notice to the Company as provided
in Article IX, his or her option for the purchase of shares will be exercised
automatically for him or her as of the Termination Date of the phase for the
purchase of the number of full shares which the accumulated payroll deductions
in his or her account at that time will purchase at the applicable option price;
but in no event shall the number of full shares be greater than the number of
full shares to which the Participant would have been eligible to receive when he
or she first became a Participant under the phase if he or she had elected a
payroll deduction rate of 10% of his or her then annual or annualized Base Pay
and as if the option price were solely based under Paragraph C.1 of Article VII.
B. By written notice to the Company within the period commencing three
(3) months prior to and extending five (5) business days following the
Termination Date of the phase and after delivery to the Participant of a
prospectus covering the shares to be issued under the Plan, a Participant may
elect, effective as of the Termination Date, to:
1. withdraw all the accumulated payroll deductions in his or
her account at the time, with interest; or, after receipt of a
prospectus as set forth above,
2. exercise his or her option for a specified number of full
shares less than the number of full shares which the accumulated
payroll deductions in his or her account will purchase at the
applicable option price and withdraw the balance in his or her account
without interest; but in no event shall the number of full shares be
greater than the number of full shares to which a Participant would
have been eligible to receive when he or she first became a Participant
under the phase if he or she had elected a payroll deduction rate of
10% of his or her then annual or annualized Base Pay and as if the
option price were solely based under Paragraph C.1 of Article VII.
C. Notwithstanding the provisions of Paragraphs A and B above, if a
Participant files reports pursuant to Section 16 of the Securities Exchange Act
of 1934 (at the commencement of a phase or becomes obligated to file such
reports during a phase) then such a Participant shall not have the right to
withdraw all or a portion of the accumulated payroll deductions except in
accordance with Article IX, Paragraphs A and B.
IX
Death, Withdrawal or Termination
A. In the event of death of a Participant, the person or persons
specified in Article XVIII may give notice to the Company within sixty (60) days
of the death of the Participant electing to purchase the number of full shares
which the accumulated payroll deductions in the account of such deceased
Participant will purchase under the option at the applicable option price
specified in Paragraph C of Article VII and have the balance in the account
distributed in cash
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without interest. If no such notice is received by the Company within said sixty
(60) days, the accumulated payroll deductions will be distributed in cash plus
interest.
B. Except as provided in the next sentence, upon termination of the
Participant's employment for any reason other than the death of the Participant,
the payroll deductions credited to his or her account, plus interest, shall be
returned to him or her. In the event the Participant's employment is terminated
by the Company due to the elimination of the Participant's position or in
connection with a corporate transaction, or such other similar circumstances as
approved by the Committee, with respect to such Participants designated by the
Committee, the Termination Date of the Phase shall be a date prior to or
coincident with their last day of employment; provided, however, that if the
termination of employment occurs within 90 days of the Termination Date of a
Phase, the original Termination Date shall apply.
C. Except for a Participant governed by Paragraph C of Article VIII, a
Participant may withdraw payroll deductions credited to his or her account under
the Plan at any time by giving written notice to the Company. All of the
Participant's payroll deductions credited to his or her account, plus interest,
shall be paid to him or her promptly after receipt of his or her notice of
withdrawal and no further payroll deductions shall be made from his or her
compensation.
X
Shares Under Option
A. The shares to be sold to a Participant under the Plan may, at the
election of the Company, be either treasury shares or shares originally issued
for such purpose. The maximum number of shares which shall be made available for
purchase under the Plan shall be 1,000,000 shares, subject to adjustment upon
changes in capitalization of the Company as provided in Articles XVI and XVII.
If the total number of shares for which options are to be granted on any date in
accordance with Article VII exceeds the number of shares then available under
the Plan (after deduction of all shares for which options have been exercised or
are then outstanding), the Committee shall make a pro rata allocation of the
shares remaining available in as nearly a uniform manner as shall be practicable
and as it shall determine to be equitable. In such event, payroll deductions to
be made shall be reduced accordingly and the Committee shall give written notice
of such reduction to each Participant affected thereby.
B. As promptly as practicable after the Termination Date of a phase,
the Company shall deliver to each Participant the full shares purchased under
exercise of his or her option, together with a cash payment equal to the balance
(without interest) of any payroll deductions credited to his or her account
which were not used for the purchase of shares.
C. The Participant will have no interest in shares covered by his or
her option until such option has been exercised.
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XI
Administration
The Plan shall be administered by a Committee consisting of not less
than two (2) members who shall be appointed by the Board of Directors of the
Company. Each member of such Committee shall be either a director, an officer or
an employee of the Company. Such Committee shall be vested with full authority
to make, administer, and interpret such rules and regulations as it deems
necessary to administer the Plan, and any such determination, decision or action
of such Committee with respect to any action in connection with the
construction, interpretation, administration or application of the Plan shall be
final, conclusive and binding on all Participants and any and all other persons
claiming under or through any Participant. It is provided, however, that the
provisions of the Plan shall be construed so as to extend and limit
participation in the Plan only in a manner consistent with the requirements of
Section 423 of the Code.
XII
Amendment of the Plan
The Board of Directors of the Company may at any time amend the Plan,
except that no amendment may make any change in any option theretofore granted
which would adversely affect the rights of any Participant, and no amendment
shall be made without prior approval of the shareholders of the Company if such
amendment would require sale of more shares than are authorized under Article X
of the Plan.
XIII
Non-transferability
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
by the Participant and any such attempted assignment, transfer, pledge or other
disposition shall be null and void and without effect, but the Company may treat
such act as an election to withdraw funds in accordance with Article IX.
XIV
Use of Funds
All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purposes and the Company shall not
be obligated to segregate such payroll deductions.
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XV
Interest
In any situation where the Plan provides for the payment of interest on
a Participant's payroll deductions, such interest shall be determined by
averaging the balance in the Participant's account for the period of his or her
participation and computing interest thereon at the rate of 4% per annum (simple
interest). The Committee may change the rate of interest for a particular phase,
provided such change is made prior to the commencement of the phase.
XVI
Changes in Capitalization, Merger, etc.
A. Subject to any required action by the shareholders, the number of
shares covered by each outstanding option, the price per share thereof in each
such option, and the maximum number of shares available for purchase pursuant to
options issued under the Plan shall be deemed proportionately adjusted for any
increase or decrease in the number of issued shares of the Company resulting
from a subdivision or consolidation of shares or the payment of a share dividend
(but only on the shares) or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.
B. If the Company shall be involved in any merger or consolidation,
whether or not it is the surviving corporation, each outstanding option shall
pertain to and apply to the securities to which a holder of the number of shares
subject to the option would have been entitled. A dissolution or liquidation of
the Company shall cause each outstanding option to terminate, provided in such
event that, immediately prior to such dissolution or liquidation, each
Participant shall be repaid the payroll deductions credited to his or her
account, plus interest.
C. In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all its authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be the
shares within the meaning of this Plan.
XVII
Adjustments to Shares
A. To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Committee, and
its determination in that respect shall be final, binding and conclusive,
provided that each option granted pursuant to this Plan shall not be adjusted in
a manner that causes the option to fail to continue to qualify as an option
issued pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Code.
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B. Except as hereinbefore expressly provided in Articles XVI and XVII,
the optionee shall have no right by reason of any subdivision or consolidation
of shares of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation, and any issue by the Company of shares of any
class, or securities convertible into shares of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to the option.
C. The grant of an option pursuant to this Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
XVIII
Beneficiary Designation
A Participant may file a written designation of a beneficiary who may
elect to purchase shares or receive cash to the Participant's credit under the
Plan in the event of such Participant's death prior to delivery to him or her of
such shares and cash. Such designation of beneficiary may be changed by the
Participant at any time by written notice. Upon the death of a Participant and
upon receipt by the Company of proof deemed adequate by it of the identity and
existence at the Participant's death of a beneficiary validly designated by him
or her under the Plan, the Company shall deliver such shares and cash to such
beneficiary in accordance with Section A of Article IX. If, upon the death of a
Participant, there is no surviving beneficiary duly designated as above
provided, the Company shall deliver accumulated payroll deductions to the
executor or administrator of the estate of the Participant or, if no such
executor or administrator has been appointed (to the knowledge of the Company)
within sixty (60) days following the Participant's death, the Company shall
deliver such accumulated payroll deductions to the surviving spouse, if any, as
though named as the designated beneficiary hereunder or, if there is no such
surviving spouse or child, then to such relatives of the Participant as would be
entitled to such cash under the laws of intestacy in the deceased Participant's
domicile as though named as the designated beneficiary hereunder. The Company
shall not be liable for any distribution made of shares or cash pursuant to any
will or other testamentary disposition made by such Participant, or because of
the provisions of law concerning intestacy, or otherwise. No designated
beneficiary shall, prior to the death of the Participant by whom he or she has
been designated, acquire any interest in the shares or cash credited to the
Participant under the Plan.
XIX
Registration and Qualification of Shares
The offering of the shares hereunder shall be subject to the effecting
by the Company of any registration or qualification of the shares under any
federal or state law or the obtaining of the consent or approval of any
governmental regulatory body which the Company shall determine, in its sole
discretion, is necessary or desirable as a condition to or in connection with
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the offering or the issue or purchase of the shares covered thereby. The Company
shall make every reasonable effort to effect such registration or qualification
or to obtain such consent or approval.
XX
Plan Preconditions
The Plan is expressly made subject to approval of shareholders of the
Company. If the Plan is not so approved by the shareholders on or before one
year after adoption by the Board of Directors, this Plan shall not come into
effect. In such case, the accumulated payroll deductions credited to the account
of each Participant shall forthwith be repaid to him or her with interest.
ADOPTED BY BOARD OF DIRECTORS: March 8, 2000
APPROVED BY SHAREHOLDERS: May 10, 2000
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