Form 8-K MEDTRONIC INC For: Jan 26

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January 27, 2015 6:02 AM EST

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�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.�20549

�

FORM 8-K

�

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January�26, 2015

�

Medtronic, Inc.

(Exact name of registrant as specified in its charter)

�


Minnesota	�	1-7707	�	41-0793183
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

710 Medtronic Parkway Minneapolis, Minnesota			�	55432
(Address of principal executive offices)			�	(Zip Code)

(763) 514-4000

(Registrant�s telephone number, including area code)

�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

�

�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

�

�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

�

�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

�

Introductory Note.

On January�26, 2015, pursuant to the transaction agreement, dated as of June�15, 2014, among Medtronic, Inc., a Minnesota corporation (�Medtronic�), Covidien public limited company, an Irish public limited company (�Covidien�), Kalani I Limited (now known as Medtronic plc, a public limited company organized under the laws of Ireland (�New Medtronic�)), Makani II Limited, a private limited company organized under the laws of Ireland and a wholly owned subsidiary of New Medtronic (�IrSub�), Aviation Acquisition Co., Inc., a Minnesota corporation (�U.S. AcquisitionCo�), and Aviation Merger Sub, LLC, a Minnesota limited liability company and a wholly owned subsidiary of U.S. AcquisitionCo (�MergerSub�) (the �Transaction Agreement�), (a)�New Medtronic and IrSub acquired Covidien (the �Acquisition�) pursuant to a scheme of arrangement (the �Scheme�) under Section�201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 and (b)�MergerSub merged with and into Medtronic, with Medtronic as the surviving corporation in the merger (the �Merger� and, together with the Acquisition, the �Transactions�). Following the consummation of the Transactions, each of Medtronic and Covidien became subsidiaries of New Medtronic.

This Current Report on Form 8-K should be read in conjunction with the other Current Report on Form 8-K filed by Medtronic on January�26, 2015.

Item�5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January�26, 2015, Richard H. Anderson, Scott C. Donnelly, Omar Ishrak, Shirley Ann Jackson, Michael O. Leavitt, James T. Lenehan, Elizabeth G. Nabel, Denise M. O�Leary, Kendall J. Powell, Robert C. Pozen and Preetha Reddy notified Medtronic of their decisions to resign from the Board of Directors of Medtronic (the �Medtronic Board�), effective immediately. None of these resignations was a result of any disagreement with Medtronic, its management or the Medtronic Board or any matter relating to Medtronic�s operations, policies or practices.

Further, two directors were appointed to the Medtronic Board on January�26, 2015, effective immediately:

Gary L. Ellis, age 57, has been Executive Vice President and Chief Financial Officer of Medtronic since April 2014. Prior to that, he was Senior Vice President and Chief Financial Officer from May 2005 to April 2014; Vice President, Corporate Controller and Treasurer from October 1999 to May 2005 and Vice President and Corporate Controller from August 1994 to October 1999. Mr.�Ellis joined Medtronic in 1989 as Assistant Corporate Controller and was promoted to Vice President of Finance for Medtronic Europe in 1992, until being named as Corporate Controller in 1994. Mr.�Ellis is a member of the board of directors of The Toro Company and past chairman of the American Heart Association.

Bradley E. Lerman, age 57, joined Medtronic in May 2014 as Senior Vice President, General Counsel and Corporate Secretary. Prior to joining Medtronic, he was Executive Vice President, General Counsel, and Corporate Secretary at Federal National Mortgage Association (Fannie Mae) from October 2012 to May 2014; Senior Vice President and Chief Litigation Counsel at Pfizer Inc. from January 2009 to September 2012; Partner at Winston�& Strawn from August 1998 to January 2009; partner at Kirkland�& Ellis from March 1996 to July 1998; Associate Independent Counsel from October 1994 to March 1996; and Assistant U.S. Attorney in the Northern District of Illinois from February 1986 to September 1994.

There are no arrangements or understandings between any director and any other person pursuant to which such director was selected as a director, other than the provisions of the Transaction Agreement relating to the appointment of directors.

Benefit Plans and Employment Agreements Amended and Assumed

In connection with the completion of the Transactions, and effective as of January�26, 2015, the New Medtronic Board approved amendments to the following plans to provide for the assumption of each of the following plans by New Medtronic and for Medtronic Common Shares underlying awards under such plans to be replaced with New Medtronic shares on a one-for-one basis, in accordance with and subject to the terms of the Transaction Agreement:

�

Medtronic, Inc. 2014 Amended and Restated Employees Stock Purchase Plan,

�

Medtronic, Inc. 2013 Stock Award and Incentive Plan,

�

Medtronic, Inc. 2008 Stock Award and Incentive Plan,

�

Medtronic, Inc. 2003 Long-Term Incentive Plan,

�

Medtronic, Inc. � Kyphon Inc. 2002 Stock Plan,

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Medtronic, Inc. 1998 Outside Director Stock Compensation Plan,

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Medtronic, Inc. 1994 Stock Award Plan,

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Medtronic, Inc. 1979 Restricted Stock and Performance Share Award Plan,

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Medtronic, Inc. 1979 Nonqualified Stock Option Plan,

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Medtronic, Inc. Capital Accumulation Plan Deferral Program and

�

Israeli Amendment to the Amended and Restated 2013 Stock Award and Incentive Plan.

In connection with the completion of the Transactions, and effective as of January�26, 2015, the New Medtronic Board approved amendments to the following plans, contracts or arrangements to provide for the assumption of each plan by New Medtronic:

�

Medtronic, Inc. Incentive Plan and

�

Medtronic, Inc. Supplemental Executive Retirement Plan.

In connection with the completion of the Transactions, and effective as of January�26, 2015, the New Medtronic Board approved amendments to the following plans, contracts or arrangements to take into account, in the applicable definitions of �Change of Control,� the structure of New Medtronic following the consummation of the Transactions:

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Form of Change of Control Employment Agreement for Medtronic Executive Officers and

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Change of Control Severance Plan � Section�16B Officers.

Such plans, contracts or arrangements, as amended as described herein, are attached hereto as Exhibits 10.1 to 10.15 and are incorporated herein by reference.

�

Item�5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January�26, 2015, in connection with the consummation of the Transactions, Medtronic amended and restated its Amended and Restated Articles of Incorporation. The Amended and Restated Articles of Incorporation of Medtronic is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

�

Item�9.01.

Financial Statements and Exhibits.

(d) Exhibits:

�


Exhibit No.	��	Description

��3.1	��	Amended and Restated Articles of Incorporation of Medtronic, Inc.*

��10.1	��	Amendment to the Kyphon Inc. 2002 Stock Plan.*

��10.2	��	Amendment to the 1998 Outside Director Stock Compensation Plan.*

��10.3	��	Amendment to the 2003 Long-Term Incentive Plan.*

��10.4	��	Amendment to the 2008 Stock Award and Incentive Plan.*

��10.5	��	Amendment to the 1979 Restricted Stock and Performance Share Award Plan.*

��10.6	��	Amendment to the 1979 Nonqualified Stock Option Plan.*

��10.7	��	Amendment to the 1994 Stock Award Plan.*

��10.8	��	Medtronic plc 2014 Amended and Restated Employees Stock Purchase Plan.*

��10.9	��	Medtronic plc 2013 Amended and Restated Stock Award and Incentive Plan.*

��10.10	��	Israeli Amendment to the Amended and Restated 2013 Stock Award and Incentive Plan.*

��10.11	��	Medtronic plc Incentive Plan (as amended and restated effective January�26, 2015).*

��10.12	��	Form of Change of Control Employment Agreement (as amended and restated as of January�26, 2015).*

��10.13	��	Medtronic plc Capital Accumulation Plan Deferral Program (as amended and restated generally effective January�26, 2015).*

��10.14	��	Change of Control Severance Plan � Section 16B Officers (as amended and restated as of January�26, 2015).*

��10.15	��	Medtronic plc Supplemental Executive Retirement Plan (as restated generally effective January�26, 2015).*

�

*	Filed herewith

�

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

�


	MEDTRONIC, INC.
		(Registrant)

Date: January�26, 2015	By:	/s/ Gary L. Ellis
	Name:	Gary L. Ellis
	Title:	Executive Vice President and Chief Financial Officer

�

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

MEDTRONIC, INC.

ARTICLE ONE

The name of the Company is Medtronic, Inc. (the �Company�).

ARTICLE TWO

The address of the registered office of the Company in the State of Minnesota is to be located at 710 Medtronic Parkway, Minneapolis, Minnesota.

ARTICLE THREE

The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the Minnesota Business Corporation Act (the �MBCA�).

ARTICLE FOUR

Section�1. Authorized Shares. The total number of shares of capital stock that the Company has authority to issue is one thousand (1,000)�shares, which will be designated common stock, par value $0.01 per share solely for the purpose of a statute or regulation imposing a tax or fee based upon the capitalization of the Company.

Section�2. No Preemptive Rights. No shares of any class or series of the Company shall entitle the holders to any preemptive rights to subscribe for or purchase additional shares of that class or series or any other class or series of the Company now or hereafter authorized or issued.

Section�3. No Cumulative Voting Rights. There shall be no cumulative voting by the shareholders of the Company.

Section�4. Written Action by Shareholders. An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication by shareholders having voting power equal to the voting power that would be required to take the same action at a meeting of the shareholders at which all shareholders were present. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by the required shareholders, unless a different effective time is provided in the written action.

ARTICLE FIVE

Section�1. Number of Directors. The number of directors that shall constitute the board of directors of the Company (the �Board of Directors�) shall be fixed exclusively from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office.

Section�2. Written Action by Directors. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors.

ARTICLE SIX

The board of directors of the Company (the �Board of Directors�) may from time to time adopt, amend or repeal the Bylaws of the Company (the �Bylaws�), subject to the power of the shareholders to adopt any Bylaws or to amend or repeal any Bylaws adopted, amended or repealed by the Board of Directors.

ARTICLE SEVEN

To the fullest extent that the MBCA as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director shall be liable to the Company or its shareholders for monetary damage for breach of fiduciary duty as a director. Any repeal or amendment of this Article Seven will not adversely affect any limitation on the personal liability or alleged liability of a director arising from an act or omission of that director occurring prior to the time of such repeal or amendment.

ARTICLE EIGHT

In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company subject, nevertheless, to the provisions of the statutes of the State of Minnesota, of these Articles and of any Bylaws from time to time made by the shareholders; provided, however, that no Bylaws so made shall invalidate any prior act of the directors which would have been valid if such Bylaw had not been made.

ARTICLE NINE

Section�1. Indemnification and Advancement of Expenses. The Company shall, to the fullest extent permitted by the MBCA, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto (an �indemnitee�). The right to indemnification conferred in this Section�1 of this Article Nine shall be a contract right and shall, to the fullest extent permitted by the MBCA, include the obligation of the Company to pay the expenses incurred by an indemnitee in defending any proceeding in advance of its final disposition; provided, however, that, if and to the extent that the MBCA requires an advance of expenses incurred by an indemnitee such advance shall be made only upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section�1 of this Article Nine or otherwise.

Section�2. Non-Exclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article Nine shall not be exclusive of any other right which any person may have or hereafter acquire under these Articles or under any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

ARTICLE TEN

The Company reserves the right to amend, alter, change or repeal any provision contained in these Articles in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on shareholders, directors and officers are subject to this reserved power.

Exhibit 10.1

AMENDMENT

TO THE

KYPHON INC. 2002 STOCK PLAN

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

WHEREAS, Medtronic maintains the Medtronic, Inc. � Kyphon Inc. 2002 Stock Incentive Plan (formerly the Kyphon Inc. 2002 Stock Plan) (the �2002 Plan�); and

WHEREAS, in connection with the Transaction, the 2002 Plan is being assumed by Medtronic plc and certain technical changes are required in connection with the Transaction and assumption.

NOW THEREFORE, the 2002 Plan shall be and hereby is amended in the following respects, effective as of the Effective Time (as defined in the Transaction Agreement):

�

References to �Medtronic, Inc.� are hereby replaced with references to �Medtronic plc�.

�

The following language is hereby added to the end of the definition of �Change in Control�: �For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A)�a compromise or arrangement sanctioned by the court under section 201 of the Companies Act 1963 of the Republic of Ireland or (B)�section 204 of the Companies Act 1963 of the Republic of Ireland.�

�

�Company� is hereby defined to mean Medtronic plc, an Irish public limited company.

�

�Common Stock� is hereby defined to mean ordinary shares, par value $0.0001, of the Company.

�

�Parent� is hereby defined as �holding company� within the meaning of section 155 of the Companies Act 1963 of the Republic of Ireland.

�

�Subsidiary� is hereby defined as having 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 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.

�

The following language is hereby added to the beginning of Section�4(b)(x): �to the extent permitted by law,�.

�

The following language is hereby added to the end of Section�9(a)(iii): �, provided that in no event shall the per Share exercise price be reduced to an amount that is lower than the nominal value of a Share.�

�

The following language is hereby added to the beginning of the third sentence in Section�9(c): �To the extent permitted by law,�.

�

10.

The following language is hereby added to the end of the first sentence in Section�11(b): �, subject to applicable law.�

�

11.

The following sentence is hereby added to the end of Section�14(a): �Notwithstanding the foregoing, in no event shall the price per Share covered by each Option be reduced to an amount that is lower than the nominal value of a Share.�

�

12.

The following language is hereby added to the end of the second sentence in Section�14(c)(i): �provided that in no event shall any adjustment operate so as to reduce the exercise price per Share to an amount lower than the nominal value of a Share.�

�

13.

A new section 21 is hereby added containing the following language:

Irish Conditions for Issuance. Notwithstanding any other provision of this Plan, (a)�the Company shall not be obliged to issue any Shares pursuant to an award unless at least the par (nominal) value of such newly issued Share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an award is obliged to make such payment) and (b)�the Company shall not obliged to issue or deliver any Shares in satisfaction of awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Administrator.

�

Exhibit 10.2

AMENDMENT

TO THE

1998 OUTSIDE DIRECTOR STOCK COMPENSATION PLAN

WHEREAS, Medtronic maintains the 1998 Outside Director Stock Compensation Plan (the �Director Stock Plan�); and

WHEREAS, in connection with the Transaction, the Director Stock Plan is being assumed by Medtronic plc and certain technical changes are required in connection with the Transaction and assumption.

NOW THEREFORE, the Director Stock Plan shall be and hereby is amended in the following respects, effective as of the Effective Time (as defined in the Transaction Agreement):

�

References to �Medtronic, Inc.� are hereby replaced with references to �Medtronic plc�.

�

�Affiliate� is hereby defined to mean a corporation or other entity controlled by, controlling, or under common control with, the Company.

�

�Company� is hereby defined to mean Medtronic plc, an Irish public limited company.

�

�Share� is hereby defined to mean an ordinary share of the Company, $0.0001 par value per share.

�

The following language is hereby added to the beginning of the second sentence in Section�5(d): �To the extent permitted by applicable law,�

�

Section�8 is hereby amended to add the following language at the end thereof as a new Section�8(e):

(e) Special Rules for Deferred Stock Units. Section�8 of the Plan, as in effect prior to Effective Time, credited to certain Participants a number of Deferred Stock Units and permitted each such Participant to defer delivery of the Shares from the Participant�s Account. Effective as of the Effective Time, all credits of Deferred Stock Units shall cease and no new Accounts are permitted to be established under the Plan. The Company shall continue to maintain and administer the Accounts established prior to the Effective Time, according to Section�8 of the Plan as in effect immediately prior to the Effective Time.

�

The following language is hereby added to the first sentence of Section�9(f) before the words �through a Fundamental Change�: �or any other alteration to the capital structure of the Company, whether�.

�

10.

The following language is hereby added to the end of the first sentence of Section�9(f): �, provided that in no event shall the per Share exercise price of an Option or the subscription price payable per Share of an Award be reduced to an amount that is lower than the nominal value of a Share.�

�

11.

The following language is hereby added to the end of Section�9(i): �Notwithstanding any other provision of this Plan, the Company shall not obliged to issue or deliver any Shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.�

�

12.

The following language is hereby added to the end of the first sentence of Section�9(j): �to the extent permitted by applicable law�.

�

Exhibit 10.3

AMENDMENT

TO THE

2003 LONG-TERM INCENTIVE PLAN

WHEREAS, Medtronic maintains the 2003 Long-Term Incentive Plan (the �2003 Plan�); and

WHEREAS, in connection with the Transaction, the 2003 Plan is being assumed by Medtronic plc and certain technical changes are required in connection with the Transaction and assumption.

NOW THEREFORE, the 2003 Plan shall be and hereby is amended in the following respects, effective as of the Effective Time (as defined in the Transaction Agreement):

�

References to �Medtronic, Inc.� are hereby replaced with references to �Medtronic plc�.

�

The following language is hereby added to the end of the definition of �Change in Control�: For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A)�a compromise or arrangement sanctioned by the court under section 201 of the Companies Act 1963 of the Republic of Ireland or (B)�section 204 of the Companies Act 1963 of the Republic of Ireland.

�

�Company� is hereby defined to mean Medtronic plc, an Irish public limited company.

�

�Shares� is hereby defined to mean ordinary shares of the Company, $0.0001 par value per share.

�

The following language is hereby added to the beginning of the third sentence in Section�6(c): �To the extent permitted by law,�.

�

The following language is hereby added to the beginning of the fourth sentence in Section�7(b): �To the extent permitted by law,�.

�

The following language is hereby added to the end of the first sentence of Section�11(a): �, provided that in no event shall the per Share exercise price of an Option or the subscription price payable per Share of an Award be reduced to an amount that is lower than the nominal value of a Share.�

�

A new section 18(f) is hereby added containing the following language:

Irish Conditions for Issuance. Notwithstanding any other provision of this Plan, (a)�the Company shall not be obliged to issue any Shares pursuant to an Award unless at least the par (nominal) value of such newly issued Share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an Award is obliged to make such payment) and (b)�the Company shall not obliged to issue or deliver any Shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

�

Exhibit 10.4

AMENDMENT

TO THE

2008 STOCK AWARD AND INCENTIVE PLAN

WHEREAS, Medtronic maintains the 2008 Stock Award and Incentive Plan (the �2008 Plan�); and

WHEREAS, in connection with the Transaction, the 2008 Plan is being assumed by Medtronic plc and certain technical changes are required in connection with the Transaction and assumption.

NOW THEREFORE, the 2008 Plan shall be and hereby is amended in the following respects, effective as of the Effective Time (as defined in the Transaction Agreement):

�

References to �Medtronic, Inc.� are hereby replaced with references to �Medtronic plc�.

�

The following language is hereby added to the end of the definition of �Change of Control�: �For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A)�a compromise or arrangement sanctioned by the court under section 201 of the Companies Act 1963 of the Republic of Ireland or (B)�section 204 of the Companies Act 1963 of the Republic of Ireland.�

�

�Company� is hereby defined to mean Medtronic plc, an Irish public limited company.

�

�Common Stock� is hereby defined to mean ordinary shares, par value $0.0001, of the Company.

�

The following language is hereby added to the end of the first sentence of Section�3.4(b): �, provided that in no event shall the per Share exercise price of an Option or the subscription price payable per Share of an Award be reduced to an amount that is lower than the nominal value of a Share.�

�

The following language is hereby added to the beginning of the third sentence in Section�5.8: �To the extent permitted by law and�.

�

Section�12.1 is hereby deleted in its entirety and replaced with the following language:

12.1 Effectiveness. The Effective Date of the Plan is June�26, 2008.

�

Section�13.1 is hereby amended to add the following language to the beginning of the sentence: �Subject to applicable law,�.

�

10.

The following language is hereby added to the end of the second sentence in Section�15.4: �and to the extent permissible under applicable law.�

�

11.

Section�15 is hereby amended to add the following language at the end thereof as a new sub-section 15.22:

Irish Conditions for Issuance. Notwithstanding any other provision of this Plan, (a)�the Company shall not be obliged to issue any Shares pursuant to an Award unless at least the par (nominal) value of such newly issued Share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an Award is obliged to make such payment) and (b)�the Company shall not obliged to issue or deliver any Shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

�

Exhibit 10.5

AMENDMENT

TO THE

1979 RESTRICTED STOCK AND PERFORMANCE SHARE AWARD PLAN

WHEREAS, Medtronic maintains the Medtronic, Inc. 1979 Restricted Stock and Performance Share Award Plan, as amended (the �1979 Stock Plan�); and

WHEREAS, in connection with the Transaction, the 1979 Stock Plan is being assumed by Medtronic plc and certain technical changes are required in connection with the Transaction and assumption.

NOW THEREFORE, the 1979 Stock Plan shall be and hereby is amended in the following respects, effective as of the Effective Time (as defined in the Transaction Agreement):

�

References to �Medtronic, Inc.� are hereby replaced with references to �Medtronic plc�.

�

�Company� is hereby defined to mean Medtronic plc, an Irish public limited company, and its subsidiaries.

�

�Common Stock� is hereby defined to mean ordinary shares, par value $0.0001, of the Company.

�

The following language shall replace the words �any Eligible Employee� in the first sentence of Section�7(b)(iii): �to the extent permitted by law, an Eligible Employee�.

�

The following language is hereby added to the beginning of the first sentence of the second paragraph in Section�8(c): �To the extent permitted by applicable law,�.

�

The following sentence is hereby added to the end of Section�11: �Notwithstanding the foregoing, in no event shall the subscription price payable per share of Common Stock covered by a Restricted Stock or Performance Share Award be reduced to an amount that is lower than the nominal value of a share of Common Stock.�

�

The following language is hereby added to the beginning of the first sentence of the second paragraph in Section�15: �To the extent permitted by applicable law,�.

�

A new sub-section (f)�in Section�16 is hereby added containing the following language:

Irish Conditions for Issuance. Notwithstanding any other provision of this Plan, (a)�the Company shall not be obliged to issue any shares of Common Stock pursuant to an award unless at least the par (nominal) value of such newly issued share of Common Stock has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an award is obliged to make such payment) and (b)�the Company shall not obliged to issue or deliver any shares of Common Stock in satisfaction of awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

�

10.

The following language is hereby added to the end of the definition of �Change in Control� set forth in Section�17(c): �For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A)�a compromise or arrangement sanctioned by the court under section 201 of the Companies Act 1963 of the Republic of Ireland or (B)�section 204 of the Companies Act 1963 of the Republic of Ireland.�

�

Exhibit 10.6

AMENDMENT

TO THE

1979 NONQUALIFIED STOCK OPTION PLAN

WHEREAS, Medtronic maintains the Medtronic, Inc. 1979 Nonqualified Stock Option Plan, as amended (the �1979 Option Plan�); and

WHEREAS, in connection with the Transaction, the 1979 Option Plan is being assumed by Medtronic plc and certain technical changes are required in connection with the Transaction and assumption.

NOW THEREFORE, the 1979 Option Plan shall be and hereby is amended in the following respects, effective as of the Effective Time (as defined in the Transaction Agreement):

�

References to �Medtronic, Inc.� are hereby replaced with references to �Medtronic plc�.

�

�Company� is hereby defined to mean Medtronic plc, an Irish public limited company.

�

�Common Stock� is hereby defined to mean ordinary shares, par value $0.0001, of the Company.

�

The following language is hereby added to the first sentence of the second paragraph of Section VII(A)(b), immediately preceeding clause (ii): �to the extent permitted by law,�.

�

The following language is hereby added to the first sentence of the second paragraph of Section VII(A)(c): �To the extent permitted by law,�.

�

The following language is hereby added to the end of Section VII(A)(g): �The foregoing provisions of this paragraph (g)�shall be available to the Company to the extent permitted by applicable law.�

�

The following language is hereby added to the end of the last sentence of Section VII(B)(c): �, but in any event to the extent permitted by law.�.

�

The following sentence is hereby added to the end of Section X: �Notwithstanding the foregoing provisions of this Section�X, in no event shall the price per share of Common Stock covered by each option be reduced to an amount that is lower than the nominal value of a share of Common Stock.�

�

10.

A new paragraph (e)�is hereby added to Section XII containing the following language:

Irish Conditions for Issuance. Notwithstanding any other provision of this Plan, (a)�the Company shall not be obliged to issue any shares of Common Stock pursuant to an award unless at least the par (nominal) value of such newly issued share of Common Stock has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an award is obliged to make such payment) and (b)�the Company shall not obliged to issue or deliver any shares of Common Stock in satisfaction of awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Stock Option Committee.

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Exhibit 10.7

AMENDMENT

TO THE

1994 STOCK AWARD PLAN

WHEREAS, Medtronic maintains the 1994 Stock Award Plan, as amended (the �1994 Plan�); and

WHEREAS, in connection with the Transaction, the 1994 Plan is being assumed by Medtronic plc and certain technical changes are required in connection with the Transaction and assumption.

NOW THEREFORE, the 1994 Plan shall be and hereby is amended in the following respects, effective as of the Effective Time (as defined in the Transaction Agreement):

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References to �Medtronic, Inc.� are hereby replaced with references to �Medtronic plc�.

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�Affiliate� is hereby defined to mean a corporation or other entity controlled by, controlling, or under common control with, the Company.

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�Company� is hereby defined to mean Medtronic plc, an Irish public limited company.

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�Stock� is hereby defined to mean ordinary shares, par value $0.0001, of the Company.

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The following language is hereby added to the beginning of the seventh sentence in Section�7(a): �To the extent permitted by law,�.

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The following language is hereby added to the end of the first sentence of Section�14(f): �; provided, further, that in no event shall any adjustment operate so as to reduce the per Share exercise price of a Stock Option or the subscription price per Share of an Award to an amount that is lower than the nominal value of a Share.�

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The following language is hereby added to the beginning of the first sentence in Section�14(j): �To the extent permitted by law,�.

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10.

A new sub-section 14(n) is hereby added containing the following language:

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Exhibit 10.8

MEDTRONIC PLC

AMENDED AND RESTATED 2014 EMPLOYEES STOCK PURCHASE PLAN

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Purpose of Plan.

Medtronic plc (hereinafter referred to as the �Company�) proposes to grant to Employees of the Company and of certain of its Subsidiaries the opportunity to purchase ordinary shares of the Company. Such ordinary shares shall be purchased pursuant to this Plan, which is the MEDTRONIC PLC AMENDED AND RESTATED 2014 EMPLOYEES STOCK PURCHASE PLAN (hereinafter referred to as the �Plan�). The Company intends that the Plan qualify as an �employee stock purchase plan� under Section�423 of the Internal Revenue Code of 1986, as amended, and shall be construed in a manner consistent with the requirements of Section�423, or any successor provision, and the regulations thereunder. The Plan is intended to encourage stock ownership by all Employees of a Participating Employer, and to be an incentive to them to remain in its employ, improve operations, increase profits and contribute more significantly to the Company�s success. The Plan is hereby amended and restated as of January�26, 2015.

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Definitions.

(a) �Board of Directors� shall mean the Company�s Board of Directors.

(b) �Code� shall mean the Internal Revenue Code of 1986, as amended.

(c) �Committee� shall mean three or more directors designated by the Board of Directors to administer the Plan under Paragraph 3 hereof, who are considered to be non-employee directors within the meaning of Rule 16b-3 of the Exchange Act.

(d) �Corporate Transaction� shall mean (i)�a dissolution or liquidation of the Company, (ii)�a sale of substantially all of the assets of the Company, (iii)�a merger, consolidation or reorganization of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, or (iv)�a statutory share exchange or consolidation (or similar corporate transaction) involving capital stock of the Company. For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A)�compromise or arrangement sanctioned by the court under section 201 of the Companies Act 1963 of the Republic of Ireland or (B)�section 204 of the Companies Act 1963 of the Republic of Ireland.

(e) �Employee� shall mean any individual who, as of the eligibility date established under Paragraph 5 hereof, is classified as a regular employee, of the Company or a Participating Employer; provided, however, that classification of regular employee shall not exclude any employee that would not be permitted to be excluded from the Plan under Section�423 of the Internal Revenue Code. If a person is not considered to be a regular employee of the Company or a Participating Employer in accordance with the preceding sentence, a subsequent determination by the Company, a Participating Employer, any governmental agency, or a court that the person is a common law employee of the Company or a Participating Employer, even if such determination is applicable to prior years, will not have a retroactive effect for purposes of eligibility to participate in the Plan.

(f) �Exchange Act� shall mean the Securities Exchange Act of 1934, as amended.

(g) �Internal Revenue Code� shall mean the U.S. Internal Revenue Code of 1986, as amended.

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(h) �Participant� shall mean an Employee who has elected to participate in the Plan.

(i) �Participating Employer� shall mean Medtronic plc and all of its Subsidiaries (or any of their successors and assigns, by merger, purchase or otherwise, that thereby become Subsidiaries), except for those Subsidiaries that Medtronic plc elects from time to time, by resolution duly adopted by its Board of Directors, the Committee or the Committee�s delegate pursuant to Paragraph 3 hereof, to be ineligible to participate in this Plan.

(j) �Purchase Period� shall mean a period during which Participants are eligible to purchase the Company�s ordinary shares according to the terms of the Plan. Purchase Periods shall be calendar quarters with the first such quarterly Purchase Period commencing January�1, 2015 and terminating March�31, 2015, and succeeding quarterly Purchase Periods following consecutively thereafter.

(k) �Rate of Exchange� shall mean the Rate of Exchange used by the Company to record transactions on its financial records each month in which the payroll deductions or refunds are processed.

(l) �Salary� shall mean the amount paid during the applicable Purchase Period by the Participating Employer to or for the Participant as cash compensation, including, without limitation, sales commissions, formula bonus and short-term incentive plan payments, overtime, Salary continuation payments and sick pay. Salary shall be calculated before deduction of (A)�any income or employment tax withholdings or (B)�any contributions made by the Participant to any Code Section�401(k) salary deferral plan or Code Section�125 cafeteria benefit program now or hereafter established by the Company or any Participating Employer. Salary shall not include any contributions made on the Participant�s behalf by the Company or any Participating Employer to any employee benefit or welfare plan now or hereafter established (other than Code Section�401(k) or Code Section�125 contributions deducted from such Salary).

(m) �Subsidiary� 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 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.

(n) �Termination of Employment� shall mean an Employee�s complete termination of employment with Medtronic plc and all of its Subsidiaries. In the event that any Subsidiary of Medtronic plc ceases to be a Subsidiary of Medtronic plc, the Employees of such Subsidiary shall be considered to have terminated their employment as of the date such Subsidiary ceases to be a Subsidiary, whether or not they continue in employment with such former Subsidiary.

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Administration.

The Committee shall administer the Plan. Subject to the express provisions of the Plan, the Committee shall have full authority, in its discretion, to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee�s determination on the foregoing matters shall be conclusive. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted or stock issued under the Plan.

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The Board of Directors shall fill all vacancies on the Committee and may remove any member of the Committee at any time, with or without cause. All determinations of the Committee shall be made by a majority vote of its members. Any decision which is made in writing and signed by a majority of the members of the Committee shall be effective as fully as though made by a majority vote at a meeting duly called and held.

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Duration And Purchase Periods Of The Plan.

The Plan commenced as of January�1, 2015, and will terminate ten (10)�years thereafter, unless extended by the Board of Directors. Notwithstanding the foregoing, this Plan shall be considered of no force or effect and any options granted hereunder shall be considered null and void unless the holders of a majority of all of the Company�s issued and outstanding ordinary shares approve the Plan within the twelve (12)�consecutive month period immediately preceding or following the date of adoption of the Plan by the Board of Directors.

The Plan shall be carried out in a series of consecutive calendar quarters with the first such quarterly Purchase Period commencing January�1, 2015, and ending March�31, 2015. Each Purchase Period shall commence immediately after termination of the previous Purchase Period. In the event that all of the ordinary shares reserved for grant of options hereunder are issued pursuant to the terms hereof prior to the commencement of one or more of the scheduled Purchase Periods, or the number of ordinary shares remaining for optioning is so small, in the opinion of the Committee, as to render administration of any succeeding Purchaser Period impracticable, such Purchase Period or Purchase Periods may be canceled. Notwithstanding anything in the Plan to the contrary, the Board of Directors, the Committee or the Committee�s delegate pursuant to Paragraph 3 hereof may, in its, her or his discretion, designate a different commencement date for a Purchase Period.

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Eligibility.

Each Employee who is employed by a Participating Employer immediately preceding the commencement date of a Purchase Period shall be eligible to participate in the Plan for such Purchase Period, provided that he or she has satisfied the enrollment requirements described in Paragraph 6.

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Participation.

Participation in the Plan is voluntary. An eligible Employee may elect to participate in the Plan for any Purchase Period by completing the Plan payroll deduction form provided by his or her Participating Employer and delivering it to the Participating Employer or its designated representative not later than the date preceding the commencement date of the Purchase Period specified by the Senior Vice President, Chief Human Resources Officer of the Company (or such other individual as may be designated by the Committee), which form shall comply with the requirement of Section�423(b)(5) of the Code that all Employees who elect to participate in the Plan shall have the same rights and privileges. All forms under the Plan may be paper and/or electronic in nature.

An Employee who elects to participate in the Plan for any Purchase Period shall be deemed to have elected to participate in the Plan for each subsequent consecutive Purchase Period unless such Participant elects to discontinue payroll deductions during a Purchase Period or exercises his or her right to withdraw all amounts previously withheld as provided in Paragraph 9(a). In this event, the Participant must submit a change of election form or a new payroll deduction form, as the case may be, to participate in the Plan for any subsequent Purchase Period. The Participant may also increase his or her participation for any subsequent Purchase Period by submitting a new payroll deduction form during the enrollment period prior to that Purchase Period.

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Payroll Deductions.

(a) Each Employee electing to participate shall indicate such election on the Plan payroll deduction form by designating that percentage of his or her Salary that he or she wishes to have deducted. Such percentage shall be stated in whole percentage points and shall be not less than two

�

percent (2%)�nor more than ten percent (10%)�of the Participant�s Salary, or such other minimum and maximum percentages as the Committee or Senior Vice President, Chief Human Resources Officer (or such other individual as may be designated by the Committee), may establish from time to time prior to the start date of a Purchase Period, but not to exceed fifteen percent (15%).

Payroll deductions for a Participant shall commence on the first payday coinciding with or immediately following the commencement date of the Purchase Period and shall terminate on the last payday immediately prior to or coinciding with the termination date of that Purchase Period, unless sooner terminated by the Participant as provided in Paragraphs 7(b) or 9 hereof. The authorized deductions shall be made over the pay periods of such Purchase Period by deducting from the Participant�s Salary for each such pay period that percentage as specified by the Participant as of the commencement date of the Purchase Period. Except for a Participant�s rights to reduce or discontinue deductions pursuant to Paragraphs 7(b) and 9 hereof, the same percentage deduction shall be applied against the Participant�s Salary for each pay period during such Purchase Period, whether or not the Participant�s Salary level increases or decreases after the commencement date of such Purchase Period.

The extent to which a Participant may actually exercise his or her option shall be based upon the amount actually withheld for such Participant as of the termination date of the Purchase Period.

(b) A Participant shall not be entitled to increase the percentage amount to be deducted in a given Purchase Period after the delivery deadline specified in Paragraph 6 for filing his or her payroll deduction form. The Participant may elect at any time prior to or during a Purchase Period to decrease the percentage amount to be so deducted or discontinue any further deductions in a given Purchase Period by filing an amended election form at least ten (10)�days prior to the first payroll date as of which such decrease or discontinued deduction is to become effective, or such other date as determined by the Committee or Senior Vice President, Human Resources (or such other individual as may be designated by the Committee) prior to the start date of a Purchase Period. In the event of such a decrease or discontinuance of deductions, the extent to which such Participant may exercise his or her option as of the termination date of the Purchase Period shall depend upon the amount actually withheld through payroll deductions for such Participant. A Participant may also completely discontinue participation in the Plan as provided in Paragraph 9 hereof.

(c) Payroll deductions which are authorized by Participants who are paid compensation in foreign currency shall be maintained in payroll deduction accounts (as provided in Paragraph 11) in the country in which such Participant is employed until exercise of the option. Upon exercise of the option granted to such Participant, the amount so withheld shall be used to purchase up to the maximum number of ordinary shares which is subject to that Participant�s option pursuant to Paragraph 8(a)(i) below, determined on the basis of the Rate of Exchange for currency as of the exercise date. Upon exercise of the option, the option price shall be paid to the Company in dollars after having been converted at the Rate of Exchange as of the exercise date, and the extent to which the Participant may exercise his or her option is dependent, in part, upon the Rate of Exchange as of such date.

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Options.

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(a)

Grant of Option.

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(i)

Number Of Shares. A Participant who is employed by the Participating Employer as of the commencement date of a Purchase Period shall be granted an option at termination date of that Purchase Period to purchase that number of whole ordinary shares of the Company by dividing the total amount actually credited to that Participant�s account under Paragraph 7 hereof by the option price set forth in Paragraph 8(a)(ii), provided such option shall be subject to the limitations in Paragraph 8(a)(iv).

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(ii)

Option Price. The option price per ordinary share shall be eighty-five percent (85%)�of the fair market value per share on the termination date of the Purchase Period.

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(iii)

Fair Market Value. The fair market value of the Company�s ordinary shares on such date (or the last preceding business day if such date is a Saturday, Sunday or holiday) shall be computed as follows:

A. If the Company�s ordinary shares shall be listed on any national securities exchange, then such price shall be computed on the basis of the closing sale price of the ordinary shares on such exchange on such date, or, if no sale of the ordinary shares has occurred on such exchange on that date, on the next preceding date on which there was a sale of the ordinary shares;

B. If the ordinary shares shall not be so listed, then such price shall be the mean between the highest bid and asked prices quoted by a recognized market maker in the ordinary shares on such date; or

C. If the ordinary shares shall not be so listed and such bid and asked prices shall not be so quoted, then such price shall be determined by an investment banking firm acceptable to the Company.

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(iv)

Limitations On Purchase. Anything herein to the contrary notwithstanding:

A. A Participant shall not have the right to purchase ordinary shares under all employee stock purchase plans of the Company, its Subsidiaries or its parent, if any, at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such shares as determined at the time such option is granted (which is equal to $21,250 of shares at 85% of fair market value on the termination date of the Purchase Period) for each calendar year in which such option is outstanding at any time.

B. No Employee shall be granted an option if, immediately after the grant, such Employee would own stock possessing five percent (5%)�or more of the total combined voting power or value of all classes of stock of the Company, its parent, if any, or of any Subsidiary of the Company. For purposes of determining stock ownership under this subparagraph (B), the rules of Section�424(d) of the Internal Revenue Code, or any successor provision, shall apply, and stock that the Employee may purchase under outstanding options shall be treated as stock owned by the Employee.

C. The Committee may, in its discretion, limit the number of shares available for option grants during any Purchase Period, as it deems appropriate.

(b) Exercise of Option. Except as otherwise specified in Paragraph 9, the Participant�s option for the purchase of such number of ordinary shares as determined pursuant to Paragraph 8(a) will be exercised automatically for him or her as of the termination date of that Purchase Period. In no event shall a Participant be allowed to exercise his or her option for more shares than can be purchased with the payroll deductions actually credited to his or her account during such Purchase Period, whether or not the deductions actually credited are less than the full amount to be credited as determined on the commencement date of the Purchase Period pursuant to Paragraph 7(a) hereof, it being intended that the sufficiency of amounts actually credited to a Participant�s account be a condition to the exercise of the option by such Participant.

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(i)

Fractional ordinary shares will not be issued under the Plan. For Participants who use their funds to purchase the maximum amount of shares permissible at the end of a Purchase Period, any cash amount that remains in the Participant�s account because it is insufficient to purchase a whole ordinary share shall be held in the account until the exercise date of the next subsequent Purchase Period, at which time it will be included in the funds used to purchase ordinary shares for that Purchase Period, except as set forth in Paragraph 9 or the Committee, in its discretion, elects to pay out such cash amount to Participants.

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(ii)

Upon issuance of the ordinary shares to the Participant at the end of a Purchase Period, the dividends payable on such shares will be automatically reinvested in the Company�s ordinary shares under the Medtronic plc Dividend Reinvestment Plan (the �DRP�) unless the Committee, in its discretion, determines otherwise. The Participant has the right, upon written notice to the Company�s designated agent, to elect instead to receive the dividends directly by check.

(c) Issuance And Delivery Of Shares. As promptly as practicable after the termination date of any Purchase Period, the Company will issue the ordinary shares purchased under the Plan. The Company may determine, in its discretion, the manner of delivery of ordinary shares purchased under the Plan, which may be by electronic account entry into new or existing accounts, delivery of share certificates or such other means as the Company, in its discretion, deems appropriate. The Company may, in its discretion, hold such shares on behalf of the Participants during the restricted period set forth in Paragraph 8(d) below.

(d) Restrictions On Resale Or Transfer Of Shares. Ordinary shares acquired by a Participant hereunder may not be sold or transferred until after the earlier of: (1)�the one-year anniversary of the date on which the shares were issued; or (2)�the death of the Participant. Notwithstanding the preceding sentence, the Committee may require that the Participant not transfer such shares for any additional period determined by the Committee to be necessary to ensure that the Company or any Participating Employer is able to meet its reporting requirements pursuant to Section�423 of the Internal Revenue Code.

Any attempt by the Participant to sell or transfer such shares in violation of this Paragraph 8(d) shall be considered null and void and of no force or effect. During such restricted transfer period, each certificate and account evidencing such shares shall bear an appropriate legend or stop transfer order, respectively, referring to the terms, restrictions and conditions applicable to the transfer of such shares.

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Withdrawal Or Termination Of Participation.

(a) Withdrawal. A Participant may, preceding the termination date of a Purchase Period, withdraw all payroll deductions then credited to his or her account by giving written notice to his or her Participating Employer. Upon receipt of such notice of withdrawal, all payroll deductions credited to the Participant�s account will be paid to him or her and no further payroll deductions will be made for such Participant during that Purchase Period. In such case, no option shall be granted the Participant under that Purchase Period. Partial withdrawals of payroll deductions may not be made. In order to be effective, this notice must be provided to the Participating Employer by the date during the Purchase Period specified by the Senior Vice President, Chief Human Resources Officer (or such other individual as may be designated by the Committee).

(b) Termination Of Employment. If a Participant�s employment shall be terminated for any reason prior to the termination date of any Purchase Period in which he or she is participating, no option shall be granted to such Participant under the Plan and the payroll deductions credited to his or her account shall be returned to him or her.

(c) Death. If the Participant dies before the termination date of any Purchase Period of the Plan in which he or she is participating, the payroll deductions credited to the Participant�s account shall be paid to the Participant�s estate.

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10.

Shares Reserved For Options.

(a) Twenty-two million (22,000,000)�ordinary shares of the Company, $.0001 par value per share (or the number and kind of securities to which such shares may be adjusted in accordance with Paragraph 12), are reserved for issuance upon the exercise of options granted under the Plan. Shares subject to the unexercised portion of any lapsed or expired option may again be subject to option under the Plan.

(b) If, as of the beginning of a Purchase Period, the total number of ordinary shares for which options are to be granted for the Purchase Period exceeds the number of shares then remaining available under the Plan (after deduction of all shares for which options have been exercised or are then outstanding) and if the Committee does not elect to cancel such Purchase Period pursuant to Paragraph 4, the Committee shall make a pro rata allocation of the shares remaining available in as nearly a uniform and equitable manner as practicable. In such event, the payroll deductions to be made pursuant to the Plan that would otherwise become effective on such commencement date shall be reduced accordingly. The Committee shall give written notice of such reduction to each Participant affected.

(c) The Participant (or, if permitted pursuant to Paragraph 10(d) hereof, the joint tenant named thereunder) shall have no rights as a shareholder with respect to any shares subject to the Participant�s option until the date of issuance of such shares to such Participant. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the issuance date of such shares, except as otherwise provided pursuant to Paragraph 12.

(d) The ordinary shares to be delivered to a Participant pursuant to the exercise of an option under the Plan will be registered in the name of the Participant or, if the Committee permits and the Participant so directs by written notice to the Committee prior to the termination date of that Purchase Period of the Plan, in the names of the Participant and one other person as joint tenants with rights of survivorship, to the extent permitted by law. Any shares so registered in the names of the Participant and his or her joint tenant shall be subject to any applicable restrictions on the right to transfer such shares during such Participant�s lifetime as otherwise provided in Paragraph 8 hereof.

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11.

Accounting And Use of Funds.

Payroll deductions for each Participant shall be credited to an account established under the Plan. A Participant may not make any separate cash payments into such account. Such account shall be solely for bookkeeping purposes and no separate fund or trust shall be established hereunder. All funds from payroll deductions received or held by the Participating Employers under the Plan may be used, without limitation, for any corporate purpose by the Participating Employers who shall not be obligated to segregate such funds. Such accounts shall not bear interest.

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12.

Adjustment Provision.

Subject to any required action by the shareholders of the Company, in the event that (i)�the issued and outstanding ordinary shares of the Company are changed into or exchanged for a different number or kind of shares or securities of the Company or of another issuer, (ii)�additional shares or new or different securities are distributed with respect to the outstanding ordinary shares of the Company or any other alteration to the capital structure of the Company whether through a reorganization or merger to which the Company is a party, or through a combination, consolidation, recapitalization, reclassification, stock split, stock dividend, reverse stock split, spin-off transaction, stock consolidation or other capital change or adjustment, effected without receipt of consideration by the Company, or (iii)�should the value of outstanding ordinary shares be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, then equitable adjustments shall automatically be made to (a)�the maximum number and class of securities issuable under the Plan, (b)�the number and class of securities and the price per share in effect under each outstanding option, and (c)�the maximum number and class of securities purchasable by each Participant (or, in total by all Participants if any such limitation is in effect) under the Plan on any one purchase date, provided that in no event shall the price per share of an option be reduced to an amount that is lower than the nominal value of a share.

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In the event of a Corporate Transaction, the Board of Directors may either: (i)�amend or adjust the provisions of this Plan to provide for the acceleration of the current Purchase Period and the exercise of options thereunder; or (ii)�continue the Plan with respect to completion of the then current Purchase Period and the exercise of options thereunder. In the event of such continuance, Participants shall have the right to exercise their options as to an equivalent number of shares of stock of the corporation succeeding the Company by reason of such sale, merger, consolidation, liquidation or other event, as provided pursuant to Section�424(a) of the Internal Revenue Code, or any successor provision. The grant of an option pursuant to the Plan shall not limit in any way the right or power of the Company or Board of Directors to make adjustments, reclassifications, reorganizations or changes in the Company�s capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

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13.

Non-Transferability Of Options.

Options granted under any Purchase Period of the Plan shall not be transferable and shall be exercisable only by the optionee.

Neither payroll deductions credited to a Participant�s account, nor any rights with regard to the exercise of an option or the receipt of ordinary shares under any Purchase Period of the Plan may be assigned, transferred, pledged or otherwise disposed of in any way by the Participant. Any such attempted assignment, transfer, pledge or other disposition shall be null and void and without effect, except that a Participating Employer may, at its option, treat such act as an election to withdraw funds in accordance with Paragraph 9(a).

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14.

Amendment and Termination.

The Plan may be terminated at any time by the Board of Directors provided that, except as permitted pursuant to Paragraph 12, no such termination will take effect with respect to any completed Purchase Period. Also, the Board may, from time to time, amend the Plan as it may deem proper and in the best interests of the Company or as may be necessary to comply with Section�423 of the Internal Revenue Code or other applicable laws or regulations, provided that no such amendment shall, without prior approval of the shareholders of the Company: (a)�increase the total number of shares for which options may be granted under the Plan (except as provided in Paragraph 12); (b)�permit payroll deductions at a rate in excess of ten percent (10%)�of a Participant�s compensation or such other permissible maximum contribution established by the Committee or Senior Vice President, Chief Human Resources Officer (or such other individual as may be designated by the Committee); (c)�impair any outstanding option without the consent of the optionee (except as provided in Paragraph 12); (d)�change the Employees or class of Employees eligible to participate under the Plan; or (e)�materially increase the benefits accruing to Participants under the Plan.

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15.

Notices.

All notices or other communications in connection with the Plan or any Purchase Period thereof shall be in the form specified by the Committee and shall be deemed to have been duly given when sent to the Participant at his or her last known address, or the Participant�s designated personal representative or beneficiary, or to the Participating Employer or its designated representative, as the case may be.

16. Alteration of Plan Terms to Comply with Foreign Law; Establishment of Non-Statutory Plans. Notwithstanding any other provision of the Plan, the Committee or the Senior Vice President, Chief Human Resources Officer of the Company (or such other individual as may be designated by the Committee) may, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have participants, (i)�modify the terms and conditions of the

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Plan as applicable to individuals outside the United States to comply with applicable foreign laws; (ii)�establish sub-plans and modify administrative procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to this Plan as appendices); and (iii)�take any action deemed advisable to comply with any necessary local governmental regulatory exemptions or approvals; provided, however, that no action may be taken hereunder that would violate any securities law, tax law or any other applicable law or cause the Plan not to comply with Section�423 of the Internal Revenue Code of 1986, as amended.

17. Irish Conditions for Issuance. Notwithstanding any other provision of this Plan, the Company shall not obliged to issue or deliver any shares until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

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Exhibit 10.9

MEDTRONIC PLC

AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN

Section 1. Purpose; Definitions.

1.1 Purpose. The purpose of this Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan (this �Plan�) is to give the Company and its Affiliates and Subsidiaries (each as defined below) a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants, to provide the ability for the Company to provide such individuals with financial rewards that are intended to be deductible to the maximum extent possible as �performance-based compensation� within the meaning of Section�162(m) of the Code (as defined below), and to provide the Company and its Subsidiaries and Affiliates with an incentive plan that gives officers, employees, directors, and consultants financial incentives directly linked to shareholder value. This Plan is intended to serve as the Company�s primary vehicle for equity compensation awards and long-term cash incentive awards for employees, directors, and other service providers, as well as annual bonus awards for the Company�s executive officers. Following the date that this Plan was approved by the Company�s shareholders, no further equity compensation awards were granted pursuant to any other Company plan (it being understood that outstanding awards under such plans will continue to be settled pursuant to the terms of such plans). The Plan is hereby amended and restated as of January�26, 2015.

1.2 Definitions. Certain terms used herein have definitions given to them in the first place in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:

(a) �Act� means the Securities Exchange Act of 1934, as amended from time to time, any regulations promulgated thereunder, and any successor thereto.

(b) �Administrator� shall have the meaning set forth in Section�2.2.

(c) �Affiliate� means a corporation or other entity controlled by, controlling, or under common control with, the Company.

(d) �Applicable Exchange� means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

(e) �Award� means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award, or Performance Award granted pursuant to the terms of this Plan.

(f) �Award Agreement� means a written document or agreement setting forth the terms and conditions of a specific Award.

(g) �Beneficial Owner� shall have the meaning given in Rule 13d-3, promulgated pursuant to the Act.

(h) �Board� means the Board of Directors of the Company.

(i) �Cause� means, unless otherwise provided in an Award Agreement, (i)��Cause� as defined in any Individual Agreement to which the applicable Participant is a party and which is operative at the time in question, or (ii)�if there is no such Individual Agreement, or if it does not define �Cause�: (A)�commission by the Participant of a felony under federal law, local law or the law of the state in which such action occurred, (B)�failure on the part of the Participant to perform such Participant�s employment duties in any material respect, (C)�the Participant�s prolonged absence from duty without the consent of the Company, (D)�intentional engagement by the Participant in any activity that is in conflict with or adverse to the business or other interests of the Company, or (E)�willful misconduct or malfeasance of duty which is reasonably determined to be detrimental to the Company. Notwithstanding the general rule of Section�2.3, following a Change of Control, any determination by the Committee as to whether �Cause� exists shall be subject to de novo review.

(j) �Change of Control� shall have the meaning set forth in Section�10.2.

(k) �Code� means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, regulations promulgated thereunder, and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

(l) �Committee� means a committee or subcommittee of the Board, appointed from time to time by the Board, which committee or subcommittee shall consist of two or more non-employee directors, each of whom is intended to be, to the extent required by Rule 16b-3, a �non-employee director� as defined in Rule 16b-3 and, to the extent required by Section�162(m) of the Code and any regulations promulgated thereunder, an �outside director� as defined under Section�162(m) of the Code. Initially, and unless and until otherwise determined by the Board, �Committee� means the Compensation Committee of the Board.

(m) �Common Stock� means ordinary shares, par value $0.0001 per share, of the Company.

(n) �Company� means Medtronic plc, an Irish public limited company.

(o) �Disaffiliation� means a Subsidiary�s or Affiliate�s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company or its Affiliates.

(p) �Eligible Individuals� means directors, officers, employees, and consultants of the Company or any Subsidiary or Affiliate, and prospective employees, officers and consultants, who have accepted offers of employment or consultancy from the Company or any Subsidiary or Affiliate; provided however, that no grant shall be effective prior to the date on which such individual�s employment or consultancy commences.

(q) �Fair Market Value� means, unless otherwise determined by the Committee, the closing price of a share of Common Stock on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, on the next preceding date on which Shares were traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion, taking into account, to the extent appropriate, the requirements of Section�409A of the Code.

(r) �Free-Standing SAR� shall have the meaning set forth in Section�5.3.

(s) �Full-Value Award� means any Award other than an Option, Stock Appreciation Right, or Performance Cash Award.

(t) �Good Reason� for termination means, unless otherwise provided in an Award Agreement, a Termination of Employment during the two-year period following a Change of Control by a Participant if (i)�such Termination of Employment constitutes a termination for �good reason� or qualifies under any similar constructive termination provision, in either case, in any Individual Agreement applicable to such Participant, or (ii)�if the Participant is not party to any such Individual Agreement, or if such Individual Agreement does not contain such a provision, any Termination of Employment following the occurrence of: (A)�an involuntary relocation that increases the Participant�s commute by more than 50 miles from the commute in effect immediately prior to the applicable Change of Control, (B)�a material reduction in either the Participant�s base pay or in the Participant�s overall compensation opportunity from the levels in effect immediately prior to the applicable Change of Control or (C)�a material reduction in the Participant�s authority, duties or responsibilities below the levels in effect immediately prior to the applicable Change of Control. Notwithstanding the foregoing, a Termination of Employment shall be deemed to be for Good Reason under clause (ii)�of this Section�1.2(t) only if the Participant provides written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days of the initial existence of such condition, the Company fails to cure such condition during the 30-day period (the �Cure Period�) following its receipt of such notice, and the Participant terminates employment within 180 days following the conclusion of the Cure Period.

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(u) �Grant Date� means (i)�the date on which the Committee (or its delegate, if applicable) takes action to select an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii)�such later date as is provided by the Committee (or its delegate, if applicable).

(v) �Incentive Stock Option� means any Option that is designated in the applicable Award Agreement as an �incentive stock option� within the meaning of Section�422 of the Code or any successor provision thereto, and that in fact qualifies.

(w) �Individual Agreement� means an employment, consulting, severance, change of control, or similar agreement between a Participant and the Company or between the Participant and any of the Company�s Subsidiaries or Affiliates. For purposes of this Plan, an Individual Agreement shall be considered �operative� during its term; provided , that an Individual Agreement under which severance or other substantive protections, compensation and/or benefits are provided only following a change of control or termination of employment in anticipation of a change of control shall not be considered �operative� until the occurrence of a Change of Control or Termination of Employment in anticipation of a Change of Control, as the case may be.

(x) �ISO Eligible Employee� means an employee of the Company, any subsidiary corporation (within the meaning of Section�424(f) of the Code) of the Company, or parent corporation (within the meaning of Section�424(e) of the Code) of the Company.

(y) �Nonqualified Option� means any Option that either (i)�is not designated as an Incentive Stock Option or (ii)�is so designated but fails to qualify as such.

(z) �Option� means an Award granted under Section�5.1.

(aa) �Other Stock-Based Awards� means Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including (without limitation) unrestricted stock, dividend equivalents, and convertible debentures.

(bb) �Other Stock-Based Performance Award� shall have the meaning given in Section�8.

(cc) �Participant� means an Eligible Individual to whom an Award is or has been granted.

(dd) �Performance Award� means a Performance Cash Award, an Other Stock-Based Performance Award, an Award of Performance-Based Restricted Stock, or Performance Units, as each is defined herein.

(ee) �Performance-Based Restricted Stock� shall have the meaning given in Section�6.1.

(ff) �Performance Cash Award� shall have the meaning set forth in Section�9.

(gg) �Performance Goals� means the performance goals established by the Committee in connection with the grant of a Performance Award. In the case of Qualified Performance-Based Awards, (i)�such Performance Goals shall be based on the attainment of or changes in specified levels of one or more of the following measures: sales, net sales, revenue, revenue growth or product revenue growth, operating income (before or after taxes), return on invested capital, return on capital employed, pre- or after-tax income (before or after allocation or corporate overhead and bonus), net earnings, earnings per share, diluted earnings per share, consolidated earnings before or after taxes (including earnings before some or all of the following: interest, taxes, depreciation and amortization), net income, gross profit, gross margin, year-end cash, debt reductions, book value per share, return on equity, expense management, return on investment, improvements in capital structure, profitability of an identifiable business unit or product, maintenance or improvements of profit margins, stock price, market share, costs, cash flow, working capital, return on assets or net assets, asset turnover, inventory turnover, economic value added (economic profit) or equivalent metrics, comparison with various stock market indices, appreciation in and/or maintenance of share price, reductions in costs, regulatory achievements, implementation, completion or attainment of measurable objectives with respect to research, development, products or projects and recruiting or maintaining personnel, and total shareholder return; each as measured with respect to the Company or one or more Affiliates, Subsidiaries, divisions, business units, or business segments of the Company, either in absolute

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terms or relative to the performance of one or more other companies or an index covering multiple companies; (ii)�such Performance Goals shall be set by the Committee in the time period prescribed by Section�162(m) of the Code and the regulations promulgated thereunder; (iii)�such Performance Goals shall be objective, pre-established performance goals within the meaning of Section�162(m) of the Code and the regulations promulgated thereunder and (iv)�the achievement of such Performance Goals shall be certified in accordance with the requirements of Section�162(m) of the Code.

(hh) �Performance Period� means that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any Performance Goal specified by the Committee with respect to such Award is to be measured.

(ii) �Performance Units� shall have the meaning given in Section�7.1.

(jj) �Plan� means this Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan, as set forth herein and as hereafter amended from time to time.

(kk) �Predecessor Plans� means the Company�s Amended and Restated 1994 Stock Award Plan, 1998 Outside Director Stock Compensation Plan, Executive Incentive Plan, Kyphon Inc. 2002 Stock Plan, 2003 Long-Term Incentive Plan and 2008 Stock Award and Incentive Plan.

(ll) �Qualified Performance-Based Award� means an Award intended to qualify for the Section�162(m) Exemption, as provided in Section�11.

(mm) �Replaced Award� shall have the meaning given in Section�10.1.

(nn) �Replacement Award� shall have the meaning given in Section�10.1.

(oo) �Restricted Stock� shall have the meaning given in Section�6.

(pp) �Restricted Stock Units� shall have the meaning given in Section�7.

(qq) �Restriction Period� means, with respect to Restricted Stock and Restricted Stock Units, the period commencing with the Grant Date and ending upon the expiration of the applicable vesting conditions or the achievement of the applicable Performance Goals (it being understood that the Committee may provide that restrictions shall lapse with respect to portions of the applicable Award during the Restriction Period).

(rr) �Section 162(m) Exemption� means the exemption from the limitation on deductibility imposed by Section�162(m) of the Code that is set forth in Section�162(m)(4)(C) of the Code.

(ss) �Share� means a share of Common Stock.

(tt) �Stock Appreciation Right� or �SAR� shall have the meaning set forth in Section�5.3.

(uu) �Subsidiary� has 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 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.

(vv) �Substitute Award� means any Award granted in assumption of, or in substitution for, an award of a company or business (that is not, prior to the applicable transaction, a Subsidiary or Affiliate of the Company) acquired by the Company or a Subsidiary or Affiliate or with which the Company or a Subsidiary or Affiliate combines.

(ww) �Tandem SAR� shall have the meaning set forth in Section�5.3.

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(xx) �Ten Percent Shareholder� means a person owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any subsidiary corporation (within the meaning of Section�424(f) of the Code), or parent corporation (within the meaning of Section�424(e) of the Code).

(yy) �Term� means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.

(zz) �Termination of Employment� means, unless otherwise provided in the Award Agreement, the termination of the applicable Participant�s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company or its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately become an employee of, or service provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation, or leave of absence, and transfers among the Company and its Subsidiaries and Affiliates, shall not be considered Terminations of Employment. Notwithstanding the foregoing, with respect to any Award that constitutes �nonqualified deferred compensation� within the meaning of Section�409A of the Code, �Termination of Employment� shall mean a �separation from service� as defined under Section�409A of the Code.

Section 2. Administration.

2.1 Committee. The Plan shall be administered by the Committee or a duly designated Administrator, as defined herein. The Committee shall, subject to Section�11, have plenary authority to grant Awards to Eligible Individuals pursuant to the terms of the Plan. Among other things, the Committee shall have the authority, subject to the terms and conditions of the Plan:

(a) To select the Eligible Individuals to whom Awards may be granted;

(b) To determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, or Performance Awards, or any combination thereof, are to be granted hereunder;

(d) To determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;

(e) Subject to Section�12, to modify, amend, or adjust the terms and conditions of any Award;

(f) To adopt, alter, or repeal such administrative rules, guidelines, and practices governing the Plan as the Committee shall from time to time deem advisable;

(g) To interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);

(h) Subject to Sections 11 and 12, to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion may determine;

(i) To decide all other matters that must be determined in connection with an Award;

(j) To determine whether, to what extent, and under what circumstances cash, Shares, and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant; and

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(k) To otherwise administer the Plan.

2.2 Committee Procedures; Board Authority. The Committee shall exercise its authority under the Plan as follows:

(a) The Committee may act only with the assent of a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section�11.3, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it (the �Administrator�). Notwithstanding the foregoing, the Committee may not so delegate any responsibility or power to the extent that such delegation would cause a Qualified Performance-Based Award hereunder not to qualify for the Section�162(m) Exemption, or make any Award hereunder subject to (and not exempt from) the short-swing recovery rules of Section�16(b) of the Act. Without limiting the generality of the foregoing, the Committee may not delegate its responsibilities and powers to grant, establish the terms and conditions of, and otherwise administer Qualified Performance-Based Awards, nor its responsibilities and powers to grant and establish the terms and conditions of Awards to Participants who are subject to Section�16(b) (as defined in Section�11.4 below).

(b) Subject to Section�11.3, any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

2.3 Discretion of Committee. Subject to Section�1.2(i), any determination made by the Committee or by the Administrator under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or the Administrator at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or the Administrator shall be final and binding on all persons, including the Company, Participants, and Eligible Individuals, and by accepting an Award under the Plan, each Participant acknowledges that all decisions of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having a claim or an interest in the Award.

2.4 Award Agreements. Unless otherwise determined by the Committee, the terms and conditions of each Award, as determined by the Committee, shall be set forth in a written Award Agreement. Award Agreements may be amended only in accordance with Section�12 hereof.

Section 3. Common Stock Subject to Plan.

3.1 Plan Maximums. Subject to adjustment as provided in Section�3.4, (a)�the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be the sum of (i)�50,000,000 Shares, (ii)�any Shares which are available for grant as of August�22, 2013 under the Company�s 2008 Stock Award and Incentive Plan and (iii)�any Shares relating to Predecessor Plans which become available for grants under the Plan pursuant to Section�3.2; and (b)�the maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options shall be 50,000,000. Shares subject to an Award under the Plan may be authorized and unissued Shares or may be treasury Shares.

3.2 Rules for Calculating Shares Issued. For purposes of the limits set forth in Section�3.1 (but not for purposes of the limits set forth in Section�3.3), each Share that is subject to a Full-Value Award shall be counted as 3.0 Shares. To the extent that any Award under this Plan or the Predecessor Plans is forfeited, or any Option and related Tandem SAR or any Free-Standing SAR granted under this Plan or the Predecessor Plans terminates, expires, or lapses without being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall thereupon become available (in the case of Full-Value Awards, based upon the share-counting ratio set forth in the first sentence of this Section�3.2) for Awards under the Plan. In the event that any Shares of Common Stock are withheld by the Company or previously acquired Shares are tendered (either actually or by attestation) by a Participant to satisfy any tax withholding obligation with respect to an Award other than an Option or SAR, then the Shares so tendered or withheld shall automatically again become available for issuance under the Plan and correspondingly increase the total number of Shares available for issuance under Section�3.1 in accordance with the same ratio specified in this Section�3.2. Notwithstanding anything to the contrary in this Section�3.2, the following Shares will not again become available for issuance under the Plan: (a)�any Shares which would have been issued upon any exercise of an Option but for the fact that the exercise price was paid by a �net exercise� pursuant to Section�5.8(c) or any previously acquired Shares tendered (either actually or by attestation) by

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a Participant in payment of the exercise price of an Option; (b)�any Shares withheld by the Company or previously acquired Shares tendered (either actually or by attestation) by a Participant to satisfy any tax withholding obligation with respect to an Option or SAR (but not other Awards); (c)�Shares covered by a SAR that are not issued in connection with the stock settlement of the SAR upon its exercise; and (d)�Shares that are repurchased by the Company using Option exercise proceeds. In addition, in the case of any Substitute Award, Shares delivered or deliverable in connection with such Substitute Award shall not be deemed granted or issued under the Plan for purposes of Sections 3.1 or 3.3.

3.3 Individual Limits. Subject to adjustment as provided in Section�3.4, no Participant may be granted (a)�Options and Stock Appreciation Rights relating to more than 2,000,000 Shares under the Plan during any fiscal year and (b)�Awards other than Options or Stock Appreciation Rights relating to more than 2,000,000 Shares under the Plan during any fiscal year. In addition to the foregoing, the maximum dollar value that may be paid to any Participant in Qualified Performance-Based Awards denominated in cash in any fiscal year shall be $20,000,000 for the Company�s Chief Executive Officer and $10,000,000 for each other Participant, including any amounts earned during such fiscal year and deferred. If an Award is cancelled, the cancelled Award shall continue to be counted towards the limitations set forth in this Section 3.3.

3.4 Adjustment Provision. The Committee shall have authority to make adjustments under the Plan as provided below:

(a) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, separation, spinoff, Disaffiliation, extraordinary dividend of cash or other property, or similar event affecting the Company or any of its Subsidiaries (a �Corporate Transaction�), the Committee, or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i)�the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (ii)�the various maximum share limitations set forth in Sections 3.1 and 3.3, (iii)�the number and kind of Shares or other securities subject to outstanding Awards, and (iv)�the exercise price of outstanding Awards. Any fractional Shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final, binding and conclusive.

(b) In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, recapitalization, or similar event affecting the capital structure of the Company, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i)�the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (ii)�the various share maximum limitations set forth in Sections 3.1 and 3.3, (iii)�the number and kind of Shares or other securities subject to outstanding Awards, and (iv)�the exercise price of outstanding Awards, provided that in no event shall the per Share exercise price of an Option or the subscription price payable per Share of an Award be reduced to an amount that is lower than the nominal value of a Share. Any fractional Shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final, binding and conclusive.

(c) In the case of Corporate Transactions, such adjustments may include, without limitation, (i)�the cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value (if any) of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that, in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly traded equity securities of the Surviving Corporation (as defined below in Section�10.2), any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid), (ii)�the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards, and (iii)�in connection with a Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division of the Company or by the entity that controls such Subsidiary, Affiliate, or division of the Company following such Corporate Transaction (as well as any corresponding adjustments to Awards that remain based upon Company securities). For the avoidance of doubt, if the Committee determines that, as of the date of the Corporate Transaction, the Award has no value, then such Award may be terminated by the Company without payment.

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(d) The Committee may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i)�items related to a change in accounting principle; (ii)�items relating to financing activities; (iii)�expenses for restructuring or productivity initiatives; (iv)�other non-operating items; (v)�items related to acquisitions; (vi)�items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii)�items related to the disposal or sale of a business or segment of a business; (viii)�items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (ix)�items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x)�any other items of significant income or expense which are determined to be appropriate adjustments; (xi)�items relating to unusual or extraordinary corporate transactions, events or developments, (xii)�items related to amortization of acquired intangible assets; (xiii)�items that are outside the scope of the Company�s core, on-going business activities; (xiv)�items related to acquired in-process research and development; (xv)�items relating to changes in tax laws; (xvi)�items relating to major licensing or partnership arrangements; (xvii)�items relating to asset impairment charges; (xviii)�items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix)�items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions. For all Awards intended to qualify for the Section�162(m) Exemption, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section�162(m) of the Code.

(e) Notwithstanding the foregoing: (a)�any adjustments made pursuant to Section�3.4 to Awards that are considered �deferred compensation� within the meaning of Section�409A of the Code shall be made in compliance with the requirements of Section�409A of the Code and (b)�any adjustments made pursuant to Section�3.4 to Awards that are not considered �deferred compensation� subject to Section�409A of the Code shall be made in such a manner as to ensure that, after such adjustment, the Awards either (i)�continue not to be subject to Section�409A of the Code, or (ii)�comply with the requirements of Section�409A of the Code.

Section 4. Eligibility.

4.1 Eligible Individuals; Incentive Stock Options. Awards may be granted under the Plan to Eligible Individuals; provided, that Incentive Stock Options may be granted only to employees of the Company and its Subsidiaries or parent corporation (within the meaning of Section�424(f) of the Code).

Section 5. Options and Stock Appreciation Rights.

5.1 Types of Options. Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option; provided, that any Option that is designated as an Incentive Stock Option but fails to meet the requirements therefor (as described in Section�5.2 or otherwise), and any Option that is not expressly designated as intended to be an Incentive Stock Option shall be treated as a Nonqualified Option.

5.2 Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value, determined at the time of grant, of the Shares with respect to which Incentive Stock Options are exercisable for the first time during any calendar year under the Plan or any other stock option plan of the Company, any subsidiary corporation (within the meaning of Section�424(f) of the Code), or parent corporation (within the meaning of Section�424(e) of the Code) exceeds $100,000, Options relating to such Shares in excess of the limit shall be deemed Nonqualified Options. If an ISO Eligible Employee does not remain employed by the Company, any subsidiary corporation (within the meaning of Section�424(f) of the Code), or parent corporation (within the meaning of Section�424(e) of the Code) at all times from the time an Incentive Stock Option is granted until 3 months prior to the date of exercise thereof (or such other period as required by applicable law), such Option shall be treated as a Nonqualified Stock Option. Should any provision of the Plan not be necessary in order for any Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the shareholders of the Company.

5.3 Types and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be �Tandem SARs�, which are granted in conjunction with an Option, or �Free-Standing SARs�, which are not granted in conjunction with an Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (a)�the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (b)�the number of Shares in respect of which the Stock

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Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

5.4 Tandem SARs. A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section�5, and shall have the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.

5.5 Exercise Price. Except in respect of Replacement Awards or Substitute Awards, the exercise price per Share subject to an Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a share of the Common Stock on the applicable Grant Date; provided, that if an Incentive Stock Option is granted to a Ten Percent Shareholder, the exercise price shall be no less than 110% of the Fair Market Value of the Stock on the applicable Grant Date.

5.6 Term. The Term of each Option and each Free-Standing SAR shall be fixed by the Committee, but shall not exceed 10 years from the Grant Date.

5.7 Vesting and Exercisability. Except as otherwise provided herein, Options and Free-Standing SARs shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. Subject to the terms of the Plan and the applicable Award Agreement, in no event shall the vesting schedule of an Option or Free-Standing SAR provide that such Option or Free-Standing SAR vest prior to the first anniversary of the Grant Date. The minimum vesting periods specified in the preceding sentence shall not apply: (A)�to Awards made in payment of earned performance-based Awards and other earned cash-based incentive compensation; (B)�upon a termination of employment due to death, disability or retirement; (C)�upon a Change of Control; (D)�to a Substitute Award that does not reduce the vesting period of the award being replaced; or (E)�to Awards involving an aggregate number of shares of Common Stock not in excess of five percent of the Shares available for grant as Options or Free-Standing SARs.

5.8 Method of Exercise. Subject to the provisions of this Section�5, Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise to the Company specifying the number of Shares as to which the Option or Free-Standing SAR is being exercised. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of shares multiplied by the applicable exercise price) and an amount equal to any federal, state, local or foreign withholding taxes. To the extent permitted by law and if approved by the Committee (which approval may be set forth in the applicable Award Agreement or otherwise), payment, in full or in part, may be made by certified or bank check or such other instrument or such other method as the Company may accept, as follows:

(a) Payment may be made in the form of Shares (by delivery of such shares or by attestation) of the same class as the Common Stock subject to the Option already owned by the Participant (based on the Fair Market Value of the Common Stock on the date the Option is exercised); provided that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned Shares of the same class as the Common Stock subject to the Option may be authorized only at the time the Option is granted.

(b) To the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and the amount of any federal, state, local, or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms.

(c) Payment may be made by instructing the Company to withhold a number of Shares having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the applicable Option is exercised) equal to the product of (i)�the exercise price multiplied by (ii)�the number of Shares in respect of which the Option shall have been exercised and an amount equal to any federal, state, local and/or foreign withholding taxes.

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5.9 Delivery; Rights of Shareholders. No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a shareholder of the Company holding the class or series of Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when (a)�the Company has received a written notice from the Participant of exercise that complies with all procedures established under this Plan for effective exercise, including, without limitation, completion and delivery of all required forms, (b)�the Participant has, if requested, given the representation described in Section�15.1, and (c)�in the case of an Option, the Participant has paid in full for such Shares.

5.10 Nontransferability of Options and Stock Appreciation Rights. No Option or Free-Standing SAR shall be transferable by a Participant other than, for no value or consideration, (a)�by will or by the laws of descent and distribution, or (b)�in the case of a Nonqualified Option or Free-Standing SAR, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Participant�s family members, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, �family member� shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only with the related Option and only to the extent the Option is transferable pursuant to the preceding sentence. Any Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right is permissibly transferred pursuant to this Section�5.10, it being understood that the term �Participant� includes such guardian, legal representative and other transferee; provided , that the term �Termination of Employment� shall continue to refer to the Termination of Employment of the original Participant.

5.11 No Dividend or Dividend Equivalents. No dividend or other distribution or award of dividend equivalents may be granted with respect to any Option or SAR granted under this Plan.

5.12 No Repricing. Notwithstanding any other provision of this Plan other than Section�3.4, the Committee may not, without prior approval of the Company�s stockholders, seek to effect any repricing of any previously granted, �underwater� Option or SAR by: (i)�amending or modifying the terms of the Option or SAR to lower the exercise price; (ii)�canceling the underwater Option or SAR and granting either replacement Options or SARs having a lower exercise price; or other Awards or cash in exchange; or (iii)�repurchasing the underwater Options or SARs. For purposes of this Section�5.12, an Option or SAR will be deemed to be �underwater� at any time when the Fair Market Value of the Common Stock is less than the exercise price of the Option or SAR.

Section 6. Restricted Stock (Including Performance-Based Restricted Stock).

6.1 Nature of Award; Certificates. Shares of Restricted Stock are actual Shares issued to a Participant, and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates or delivery to an account in the Participant�s name at a broker designated by the Company. �Performance-Based Restricted Stock� is an Award of Shares of Restricted Stock, the vesting of which is subject to the attainment of Performance Goals. In the event that the Committee grants Shares of Performance-Based Restricted Stock, the performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of the applicable Participant and, in the case of Restricted Stock, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award. The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

6.2 Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:

(a) The Committee shall, prior to or at the time of grant, condition the vesting or transferability of an Award of Restricted Stock upon the continued service of the applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Committee conditions the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals (or the

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attainment of Performance Goals and the continued service of the applicable Participant), the Committee may, prior to or at the time of grant, designate such an Award as a Qualified Performance-Based Award. The conditions for grant, vesting, or transferability and the other provisions of Restricted Stock Awards (including without limitation any Performance Goals applicable to Performance-Based Restricted Stock) need not be the same with respect to each Participant.

(b) Subject to the terms of the Plan and the applicable Award Agreement, any Award of Restricted Stock shall be subject to a vesting period of at least three years following the date of grant, provided that vesting during a period of at least one year following the date of grant is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided , further, that an Award may vest in part on a pro rata basis (as specified in the applicable Award Agreement) prior to the expiration of any vesting period. The minimum vesting periods specified in the preceding sentence shall not apply: (A)�to Awards made in payment of earned performance-based Awards and other earned cash-based incentive compensation; (B)�upon a termination of employment due to death, disability or retirement; (C)�upon a Change of Control; (D)�to a Substitute Award that does not reduce the vesting period of the award being replaced; or (E)�to Awards involving an aggregate number of shares of Common Stock not in excess of five percent of Shares available for grant as Restricted Stock (together with all other Shares available for grant as Full-Value Awards). Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Shares of Restricted Stock.

(c) If any applicable Performance Goals and/or continued service periods are satisfied and the Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock for which legended certificates have been issued, either (i)�unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates, or (ii)�such Shares shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or delivery to an account in the Participant�s name at a broker designated by the Company.

6.3 Rights of Shareholder. Except as provided in the applicable Award Agreement, the applicable Participant shall have, with respect to Shares of Restricted Stock, all of the rights of a shareholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends and other distributions, provided, however, that in no event shall a dividend or other distribution or dividend equivalent be paid on Performance-Based Restricted Stock until all applicable Performance Goals have been attained and the Award has vested.

Section 7. Restricted Stock Units (Including Performance Units).

7.1 Nature of Award. Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the applicable Award Agreement, (a)�in cash, based upon the Fair Market Value of a specified number of Shares, (b)�in Shares, or (c)�a combination thereof. �Performance Units� are Restricted Stock Units, the vesting of which are subject to the attainment of Performance Goals. In the event that the Committee grants Performance Units, the performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee.

7.2 Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions:

(a) The Committee shall, prior to or at the time of grant, condition the grant, vesting, or transferability of Restricted Stock Units upon the continued service of the applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Committee conditions the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals (or the attainment of Performance Goals and the continued service of the applicable Participant), the Committee may, prior to or at the time of grant, designate such an Award as a Qualified Performance-Based Award. The conditions for grant, vesting or transferability and the other provisions of Restricted Stock Units (including without limitation any Performance Goals applicable to Performance Units) need not be the same with respect to each Participant. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest or at a later time specified by the Committee or in accordance with an election of the Participant, if the Committee so permits.

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(b) Subject to the terms of the Plan and the applicable Award Agreement, any Restricted Stock Units shall be subject to a vesting period of at least three years following the date of grant, provided that vesting during a period of at least one year following the date of grant is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided , further, that Restricted Stock Units may vest in part on a pro rata basis (as specified in the applicable Award Agreement) prior to the expiration of any vesting period. The minimum vesting periods specified in the preceding sentence shall not apply: (A)�to Awards made in payment of earned performance-based Awards and other earned cash-based incentive compensation; (B)�upon a termination of employment due to death, disability or retirement; (C)�upon a Change of Control; (D)�to a Substitute Award that does not reduce the vesting period of the award being replaced; or (E)�to Awards involving an aggregate number of shares of Common Stock not in excess of five percent of Shares available for grant as Restricted Stock Units (together with all other Shares available for grant as Full-Value Awards).

(c) Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, during the Restriction Period the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Restricted Stock Units.

(d) The Award Agreement for Restricted Stock Units may specify whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Shares, or other property corresponding to the dividends payable on the Company�s Stock (subject to Section�15.5 below), provided, however, that in no event shall a dividend or other distribution or dividend equivalent be paid on a Performance Unit until all applicable Performance Goals have been attained and the Award has vested.

Section 8. Other Stock-Based Awards (Including Other Stock-Based Performance Awards). Other Stock-Based Awards may be granted under the Plan, provided that any Other Stock-Based Awards that are Awards of Common Stock that are unrestricted shall only be granted in lieu of other compensation due and payable to the Participant. �Other Stock-Based Performance Awards� are Other Stock-Based Awards, the vesting of which is subject to the attainment of Performance Goals. In the event that the Committee grants Other Stock-Based Performance Awards, the performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee. Subject to the terms of the Plan and the applicable Award Agreement, any Other Stock-Based Award that is a Full-Value Award (and is not an Award of unrestricted stock) shall be subject to a vesting period of at least three years following the Grant Date; provided that a vesting period of at least one year is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided , further, that any Other Stock-Based Award may vest in part on a pro rata basis prior to the expiration of any vesting period. The minimum vesting periods specified in the preceding sentence shall not apply: (A)�to Awards made in payment of earned performance-based Awards and other earned cash-based incentive compensation; (B)�upon a termination of employment due to death, disability or retirement; (C)�upon a Change of Control; (D)�to a Substitute Award that does not reduce the vesting period of the award being replaced; or (E)�to Awards involving an aggregate number of shares of Common Stock not in excess of five percent of Shares available for grant as Other Stock Based-Awards that are Full-Value Awards (together with all other Shares available for grant as Full-Value Awards). In no event shall a dividend or other distribution or dividend equivalent be paid on an Other-Stock Based Award that is conditioned upon the achievement of Performance Goals until all applicable Performance Goals have been attained and the Award has vested.

Section 9. Performance Cash Awards. Performance Cash Awards may be issued under the Plan, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards. A �Performance Cash Award� is an Award entitling the recipient to payment of a cash amount subject to the attainment of Performance Goals. The Committee may, in connection with the grant of a Performance Cash Award, designate the Award as a Qualified Performance-Based Award. The conditions for grant or vesting and the other provisions of a Performance Cash Award (including without limitation any applicable Performance Goals) need not be the same with respect to each Participant. Performance Cash Awards may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement. The performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee.

Section 10. Change of Control Provisions.

10.1 Impact of Event. Notwithstanding any other provision of this Plan to the contrary, the provisions of this Section�10 shall apply in the event of a Change of Control, unless otherwise provided in the applicable Award Agreement.

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(a) Upon a Change of Control, (i)�all then-outstanding Options and SARs shall become fully vested and exercisable, and any Full-Value Award (other than a Performance Award) shall vest in full, be free of restrictions, and be deemed to be earned and immediately payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section�10.1(b) (any award meeting the requirements of Section�10.1(b), a �Replacement Award�) is provided to the Participant pursuant to Section�3.4 to replace such Award (any award intended to be replaced by a Replacement Award, a �Replaced Award�), and (ii)�any Performance Award that is not replaced by a Replacement Award shall be deemed to be earned and immediately payable in an amount equal to the full value of such Performance Award (with all applicable Performance Goals deemed achieved at the greater of (x)�the applicable target level and (y)�the level of achievement of the Performance Goals for the Award as determined by the Committee not later than the date of the Change of Control, taking into account performance through the latest date preceding the Change of Control as to which performance can, as a practical matter, be determined (but not later than the end of the Performance Period)) multiplied by a fraction, the numerator of which is the number of days during the applicable Performance Period before the date of the Change of Control, and the denominator of which is the number of days in the applicable Performance Period; provided, however, that such fraction shall be equal to one in the event that the applicable Performance Goals in respect of such Performance Award have been fully achieved as of the date of such Change of Control.

(b) An Award shall meet the conditions of this Section�10.1(b) (and hence qualify as a Replacement Award) if: (i)�it is of the same type as the Replaced Award; (ii)�it has a Fair Market Value at least equal to the value of the Replaced Award as of the date of the Change of Control; (iii)�if the underlying Replaced Award was an equity-based award, it relates, following the Change of Control, to publicly traded equity securities of the Company or the Surviving Corporation or the ultimate parent company which results from the Change of Control; and (iv)�its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change of Control) as of the date of the Change of Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. The determination whether the conditions of this Section�10.1(b) are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

(c) Upon a Termination of Employment of a Participant occurring in connection with or during the two years following the date of a Change of Control, by the Company other than for Cause or by the Participant for Good Reason, (i)�all Replacement Awards held by such Participant shall vest in full, be free of restrictions, and be deemed to be earned and immediately payable in an amount equal to the full value of such Replacement Award, and (ii)�all Options and SARs held by the Participant immediately before the Termination of Employment that the Participant held as of the date of the Change of Control or that constitute Replacement Awards shall remain exercisable until the earlier of (1)�the third anniversary of the Change of Control and (2)�the expiration of the stated Term of such Option or SAR; provided, that if the applicable Award Agreement provides for a longer period of exercisability, that provision shall control.

10.2 Definition of Change of Control. For purposes of the Plan, a �Change of Control� shall mean any of the following events:

(a) Any individual, entity or group (within the meaning of Section�13(d)(3) or 14(d)(2) of the Act) (a �Person�) becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Act) or 30% or more of either (i)�the then-outstanding shares of Common Stock of the Company (the �Outstanding Company Common Stock�) or (ii)�the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the �Outstanding Company Voting Securities�); provided that, for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (1)�an acquisition directly from the Company; (2)�an acquisition by the Company or a Subsidiary; (3)�an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (4)�any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities or (5)�an acquisition pursuant to a transaction that complies with Sections 10.2(c)(i), 10.2(c)(ii), and 10.2(c)(iii) below;

(b) Individuals who, on the Effective Date, constitute the Board (the �Incumbent Directors�) cease for any reason to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company�s shareholders, was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be considered an Incumbent Director; but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board; or

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(c) The consummation of a reorganization, merger, statutory share exchange or consolidation (or similar corporate transaction) involving the Company or a Subsidiary, the sale or other disposition of all or substantially all of the Company�s assets, or the acquisition of assets or stock of another entity (a �Business Combination�), unless immediately following such Business Combination: (i)�substantially all of the individuals and entities who were Beneficial Owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the total voting power of (A)�the corporation resulting from such Business Combination (the �Surviving Corporation�) or (B)�if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 80% or more of the voting securities eligible to elect directors of the Surviving Corporation (the � Parent Corporation�), in substantially the same proportion as their ownership, immediately prior to the Business Combination, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii)�no Person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the Beneficial Owner, directly or indirectly, of 30% or more of the outstanding shares of common stock and the total voting power of the outstanding securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii)�at least a majority of the members of the Board of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board�s approval of the initial agreement providing for such Business Combination; or

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A)�a compromise or arrangement sanctioned by the court under section 201 of the Companies Act 1963 of the Republic of Ireland or (B)�section 204 of the Companies Act 1963 of the Republic of Ireland.

10.3 Section�409A of the Code. Notwithstanding the foregoing, if any Award is subject to Section�409A of the Code, (a)�this Section�10 shall be applicable only to the extent specifically provided in the Award Agreement and as permitted pursuant to Section�11.6; and (b)�in respect of any Award subject to Section�409A of the Code, to the extent required to avoid an accelerated or additional tax under Section�409A of the Code, in no event shall a Change of Control be treated as having occurred if such event is not a �change in control event� for purposes of Section�409A of the Code.

Section 11. Qualified Performance-Based Awards; Performance Cash Awards.

11.1 Qualified Performance-Based Awards. The provisions of this Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Participant who is or may be a �covered employee� (within the meaning of Section�162(m)(3) of the Code) in the tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Company qualify for the Section�162(m) Exemption, and all such Awards shall therefore be considered Qualified Performance-Based Awards and this Plan shall be interpreted and operated consistent with that intention. When granting any Award other than an Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that (a)�the recipient is or may be a �covered employee� (within the meaning of Section�162(m)(3) of the Code) with respect to such Award, and (b)�the Committee wishes such Award to qualify for the Section�162(m) Exemption, and the terms of any such Award (and of the grant thereof) shall be consistent with such designation. Within 90 days after the commencement of a Performance Period or, if earlier, prior to the expiration of 25% of a Performance Period, the Committee will designate one or more Performance Periods, determine the Participants for the Performance Periods, and establish the Performance Goals for the Performance Periods on terms consistent with Section 1.2(gg)(iii).

11.2 Performance Goals and Other Conditions. Each Qualified Performance-Based Award (other than an Option or Stock Appreciation Right) shall be earned, vested, and/or payable (as applicable) upon the achievement of one or more Performance Goals, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate. Moreover, no Qualified Performance-Based Award may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under this Plan with respect to a Qualified

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Performance-Based Award under this Plan, in any manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section�162(m) Exemption; provided , that (i)�the Committee may provide, either in connection with the grant of the applicable Award or by amendment thereafter, that achievement of such Performance Goals will be waived upon the death or disability of the Participant (or under any other circumstance with respect to which the existence of such possible waiver will not cause the Award to fail to qualify for the Section�162(m) Exemption), and (ii)�the provisions of Section�10 shall apply notwithstanding this Section�11.2.

11.3 Limits on Board and Administrator Authority. Neither the full Board nor the Administrator shall be permitted to exercise authority granted to the Committee to the extent that the grant or exercise of such authority to or by the Board or the Administrator would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section�162(m) Exemption.

11.4 Section 16(b). The provisions of this Plan are intended to ensure that no transaction under the Plan is subject to (and not exempt from) the short-swing recovery rules of Section�16(b) of the Act (�Section 16(b)�). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Act) from Section�16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section�16(b).

11.5 Awards Valid Notwithstanding Committee Composition. Notwithstanding any other provision of the Plan to the contrary, if for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section�162(m) of the Code, such noncompliance with the requirements of Rule 16b-3 and Section�162(m) of the Code shall not affect the validity of Awards, grants, interpretations of the Plan, or other actions of the Committee.

11.6 Section�409A of the Code.

(a) It is the intention of the Company that no Award shall be �deferred compensation� subject to Section�409A of the Code, unless and to the extent that the Committee specifically determines otherwise as provided in the immediately following sentence, and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Committee determines will be subject to Section�409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change of Control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with Section�409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section�409A of the Code or damages for failing to comply with Section�409A of the Code.

(b) The intent of the parties is that payments and benefits under this Plan comply with Section�409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, a Participant shall not be considered to have terminated employment with the Company for purposes of any payments under the Plan which are subject to Section�409A of the Code until the Participant has incurred a �separation from service� from the Company within the meaning of Section�409A of the Code. Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section�409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section�409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following a Participant�s separation from service shall instead be paid on the first business day after the date that is six months following the Participant�s separation from service (or, if earlier, the Participant�s date of death). The Company makes no representation that any or all of the payments described in this Plan will be exempt from or comply with Section�409A of the Code and makes no undertaking to preclude Section�409A of the Code from applying to any such payment.

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Section 12. Term, Amendment, and Termination.

12.1 Effectiveness. The Effective Date of the Plan is June�20, 2013.

12.2 Termination. The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such termination date shall not be affected or impaired by the termination of the Plan.

12.3 Amendment of Plan. The Board or the Committee may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would materially impair the rights of any Participant with respect to a previously granted Award without such Participant�s consent, except such an amendment made to comply with applicable law, including, without limitation, Section�409A of the Code, Section�162(m) of the Code, Section�422 of the Code, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company�s shareholders to the extent that such approval is required by applicable law or by the listing standards of the Applicable Exchange.

12.4 Amendment of Awards. Subject to Section�5.12, the Committee may unilaterally amend the terms of any Award theretofore granted; provided, however, that no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section�162(m) Exemption. Subject to the foregoing, the amendment authority of the Committee shall include, without limitation, the authority to modify the number of Shares or other terms and conditions of an Award; extend the term of an Award; accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Award; accept the surrender of any outstanding Award; and, to the extent not previously exercised or vested, authorize the grant of new Awards in substitution for surrendered Awards; provided, however that (a)�the amended or modified terms are permitted by the Plan as then in effect; (b)�any Participant adversely affected by such amended or modified terms shall have consented to such amendment or modification unless such amendment is necessary to comply with applicable law, including, without limitation, Section�409A of the Code, Section�162(m) of the Code, Section�422 of the Code, stock exchange rules or accounting rules; and (c)�the authority to accelerate the exercisability or vesting or otherwise terminate restrictions relating to an Award may be exercised only in connection with a Participant�s death, disability or retirement, in connection with a Change of Control, or to the extent such actions involve an aggregate number of shares of Common Stock not in excess of 5% of the number of shares available for Awards.

Section 13. Forfeiture.

13.1 Forfeiture. Subject to applicable law, all Awards under this Plan shall be subject to forfeiture or other penalties pursuant (a)�to the Company�s Incentive Compensation Forfeiture Policy, as amended from time to time, and (b)�such other forfeiture and/or penalty conditions and provisions as determined by the Committee and set forth in the applicable Award Agreement.

13.2 Effect of Change of Control. Notwithstanding the foregoing provisions, unless otherwise provided by the Committee in the applicable Award Agreement or required by applicable law, this Section�13 shall not be applicable to any Participant following a Change of Control.

Section 14. Unfunded Status of Plan. Unfunded Status; Committee Authority. It is presently intended that the Plan will constitute an �unfunded� plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or make payments; provided , that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the �unfunded� status of the Plan.

Section 15. General Provisions.

15.1 Conditions for Issuance. The Committee may require each Participant purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (a)�listing or approval for listing upon notice of issuance of such Shares on the Applicable Exchange, (b)�any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable, and (c)�obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

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15.2 Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.

15.3 No Contract of Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

15.4 Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local, or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes and to the extent permissible under applicable law. The obligations of the Company under the Plan shall be conditioned on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

15.5 Limit on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock Units to be settled in Shares, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section�3 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Restricted Stock Units or Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 15.5.

15.6 Written Materials; Electronic Documents. Electronic documents may be substituted for any written materials required by the terms of the Plan, including, without limitation, Award Agreements.

15.7 Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant�s death are to be paid or by whom any rights of such Participant after such Participant�s death may be exercised. If no beneficiary designation is in effect for a Participant at the time or his or her death, any such amounts shall be paid to, and any such rights may be exercised by, the estate of the Participant.

15.8 Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled shall revert to the Company.

15.9 Governing Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflict of laws.

15.10 Non-Transferability. Except as otherwise provided in Section�5.10 or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.

15.11 Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States, who are United States citizens or resident aliens on global assignments in foreign nations, who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of

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countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.

15.12 No Rights to Awards; Non-Uniform Determinations. No Participant or Eligible Individual shall have any claim to be granted any Award under the Plan. The Company, its Affiliates, or the Committee shall not be obligated to treat Participants or Eligible Individuals uniformly, and determinations made under the Plan may be made by the Committee selectively among Participants and/or Eligible Individuals, whether or not such Participants and Eligible Individuals are similarly situated. Awards under a particular Section of the Plan need not be uniform between and among Participants.

15.13 Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or benefit plan of the Company or any Affiliate unless provided otherwise in such plan.

15.14 Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries or Affiliates.

15.15 Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

15.16 Fractional Shares. No fractional Shares shall be issued under the Plan.

15.17 Government and Other Regulations.

Notwithstanding any other provision of the Plan:

(a) No Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of regulations promulgated pursuant to the Securities Act of 1933 (the �1933 Act�)), offer or sell such Shares, unless such offer and sale are made (i)�pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii)�pursuant to an appropriate exemption from the registration requirements of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

(b) If at any time the Committee shall determine that the registration, listing, or qualification of the Shares covered by an Award upon the Applicable Exchange or under any foreign, federal, state, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered, or received pursuant to such Award unless and until such registration, listing, qualification, consent, or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee�s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any Shares or any other securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation, or requirement.

15.18 Additional Provisions. Each Award Agreement may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.

15.19 No Limitations on Rights of the Company. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft, grant, or assume Awards, other than under the Plan, with respect to any person.

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15.20 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

15.21 Blackout Periods. Notwithstanding any other provision of this Plan or any Award to the contrary, the Company shall have the authority to establish any �blackout� period that the Company deems necessary or advisable with respect to any or all Awards.

15.22 Irish Conditions for Issuance. Notwithstanding any other provision of this Plan, (a)�the Company shall not be obliged to issue any Shares pursuant to an Award unless at least the par (nominal) value of such newly issued Share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an Award is obliged to make such payment) and (b)�the Company shall not obliged to issue or deliver any Shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

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Exhibit 10.10

MEDTRONIC PLC

ISRAELI AMENDMENT

To The Amended and Restated 2013 Stock Award and Incentive Plan

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1.	GENERAL

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1.1

This Amendment (the �Amendment�) shall apply only to Participants who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for the payment of tax. The provisions specified hereunder shall form an integral part of the Amended and Restated 2013 Stock Award and Incentive Plan (the �Plan�), of the Company as defined in the Plan. This Amendment is hereby amended and restated as of January�26, 2015.

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1.2

This Amendment is effective with respect to Options, Stock Appreciation Rights, Shares of Restricted Stock, Other Stock-Based Awards or Other Cash-Based Awards; to be granted according to the resolution of the Committee, as such term is defined in the Plan and shall comply with Amendment no. 147 of the Israeli Tax Ordinance.

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1.3

This Amendment is to be read as a continuation of the Plan and only refers to Awards granted to Israeli Participants so that they comply with the requirements set by the Israeli law in general, and in particular with the provisions of Section�102 of the Israeli Income Tax Ordinance (New Version), 1961 (the �Ordinance�), and any regulations, rules, orders or procedures promulgated thereunder, as may be amended or replaced from time to time. For the avoidance of doubt, this Amendment does not add to or modify the Plan in respect of any other category of Participants.

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1.4

The Plan and this Amendment are complementary to each other and shall be deemed one. In any case of contradiction, whether explicit or implied, between the provisions of this Amendment and the Plan, the provisions set out in this Amendment shall prevail with respect to Awards granted to Israeli Participants.

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1.5

Any capitalized terms not specifically defined in this Amendment shall be construed according to the interpretation given to them in the Plan.

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2.	DEFINITIONS

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2.1

�Award� means an Option, Stock Appreciation Right, Share of Restricted Stock, Other Stock-Based Award or Other Cash-Based Award granted pursuant to the Plan.

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2.2

�Applicable Law� means the Israeli law in general, and in particular the Israeli Companies Law � 1999, the Israeli Income Tax Ordinance (New Version), 1961 and any regulations, rules, orders or procedures promulgated thereunder, as may be amended or replaced from time to time.

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2.3

�Approved 102 Award� means an Award granted pursuant to Section�102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Grantee.

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2.4

�Capital Gain Award� or �CGA� means an Approved 102 Award elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section�102(b)(2) of the Ordinance.

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2.5

�Controlling Shareholder� means a controlling shareholder (Ba�al Shlita) as such term is defined in Section�32(9) of the Ordinance.

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2.6

�Employee� including an individual who is serving as a director or an office holder, but excluding any Controlling Shareholder.

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2.7

�Employing corporation� means any subsidiary or affiliated company or group within the meaning of Section�102(a) of the Ordinance.

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2.8

�ITA� means the Israeli Tax Authorities.

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2.9

�Non-Employee� means a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Employee.

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2.10

�Office Holders� [�Nose Misra�]�as such term is defined in the Companies Act, 1999, including, inter alia, any other person who is part of the upper management of the Company and who grants managerial services to the Company.

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2.11

�Ordinary Income Award� or �OIA�, which means an Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section�102(b)(1) of the Ordinance.

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2.12

�102 Award� means an Award that the Board intends to be a �102 Award� which shall only be granted to employees of the Company who are not Ten Percent shareholders, and shall be subject to and construed consistently with the requirements of Section�102 of the Tax Ordinance. The Company shall have no liability to a Participant or to any other party, if an Award (or any part thereof), which is intended to be a 102 Award, is not a 102 Award. Approved 102 Awards may either be classified as Capital Gain Awards (�CGA�) or Ordinary Income Awards (�OIA�).

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2.13

�3(i) Award� means Awards that do not contain such terms as will qualify under Section�102 of the Tax Ordinance.

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2.14

�Ordinance� means the Israeli Income Tax Ordinance (New Version) 1961, as now in effect or as hereafter amended.

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2.15

�Section 102� means section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

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2.16

�Trustee� shall mean any individual appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section�102(a) of the Ordinance.

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2.17

�Unapproved 102 Award� means an Award granted pursuant to Section�102(c) of the Ordinance and not held in trust by a Trustee.

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3.	ISSUANCE OF OPTIONS; ELIGIBILITY

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3.1

The persons eligible for participation in the Plan as Participants shall include any Employees, Office Holders and/or Non-Employees of the Company as such term is defined in the Plan; provided, however, that (i)�Employees may only be granted 102 Awards and Office Holders may be granted 102 Awards; and (ii)�Non-Employees and/or Controlling Shareholders may only be granted 3(i) Awards (the �Participants�).

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3.2

The Company may designate Awards granted to Israeli Employees pursuant to Section�102 as Unapproved 102 Awards or Approved 102 Awards.

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3.3

The grant of Approved 102 Awards shall be made under this Amendment adopted by the Committee, and shall be conditioned upon the approval of this Amendment by the ITA.

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3.4

Approved 102 Award may either be classified as Capital Gain Award (CGA) or Ordinary Income Award (OIA).

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3.5

The Corporation�s election of the type of Approved 102 Awards as CGA or OIA granted to Israeli Employees (the �Election�), shall be appropriately filed with the ITA before the Date of Grant of an Approved 102 Award under such Election. Such Election shall become effective beginning the first Date of Grant of an Approved 102 Award under such Election and shall remain in effect until the end of the year following the year during which the Company first granted Approved 102 Awards under such Election. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Awards simultaneously.

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3.6

All approved 102 Awards, must be held in trust by a Trustee as described in Section�4 below.

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3.7

For the avoidance of any doubt, the designation of Unapproved 102 Awards and Approved 102 Awards shall be subject to the terms and conditions set forth in Section�102 of the Ordinance and the regulations promulgated thereunder.

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3.8

Anything in the Plan to the contrary notwithstanding, all grants of Awards to directors and office holders shall be authorized and implemented in accordance with the provisions of the Companies Law or any successor act or regulation, as in effect from time to time.

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3.9

The Company shall notify the Income Tax Commissioner about the grant and the capital gain course chosen at least 30 days before the Date of Grant. Grant of Options shall be made pursuant to, (a)�Section�102; and (b)�the Trust Agreement, in addition to being made pursuant to the provisions of the Plan and this Agreement; (c)�the ITA�s regulation.

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3.10

The Company�s election of the tax track according to Section�102 of the Tax Ordinance with regards to 102 Options granted to Employees, as specified in the Notice of Grant (the �Election�) shall be appropriately filed with the Israeli Tax Authorities at least 30 days before the Date of Grant. The Election shall obligate the Company to grant only under that same tax track elected for 102 Options, and shall apply to all Grantees who are granted qualified 102 Options until the end of the year following the year during which the Company first granted the 102 Options, all in accordance with the instructions of Section�102 (g)�of the Tax Ordinance. The tax track of 102 Options elected by the Company shall be noted in the Option Agreement.

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3.11

Notwithstanding anything to the contrary, the Trustee shall not release any unexercised 102 award or any Share issued upon exercise of 102 Options prior to the full payment of the Grantee�s tax liabilities arising from 102 Options issued to the Grantee and/or any Shares issued upon exercise of such 102 Options.

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4.	TRUSTEE

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4.1

Approved 102 Awards which shall be granted under the Plan and/or any Shares allocated or issued upon exercise of such Approved 102 Awards and/or other shares received subsequently following any realization of rights including, without limitation, bonus shares, shall be allocated or issued to the Trustee (and registered in the Trustee�s name in the register of members of the Corporation) and held for the benefit of the Participants for such period of time as required by Section 102 (the �Restricted Period�). All certificates representing Shares issued to the Trustee under the Plan shall be deposited with the Trustee, and shall be held by the Trustee until such time that such Shares are released from the aforesaid trust as herein provided. In case the requirements for Approved 102 Awards are not met, then the Approved 102 Awards may be treated as Unapproved 102 Awards, all in accordance with the provisions of Section 102.

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4.2

Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated or issued upon exercise of Approved 102 Awards prior to the full payment of the Participants� tax liabilities arising from Approved 102 Awards, which were granted to such Participant, and/or any Shares allocated or issued upon exercise of such Awards.

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4.3

With respect to any Approved 102 Award, subject to the provisions of Section�102, a Participant shall not be entitled to sell or release from trust any Share received upon the exercise of an Approved 102 Award and/or any share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Restricted Period required under Section�102.

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4.4

Upon receipt of Approved 102 Award, the Participant will sign an undertaking to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation with the Plan and this Amendment, or any Approved 102 Award or Share granted to him thereunder.

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5.	FAIR MARKET VALUE FOR TAX PURPOSES

Without derogating from the above, solely for the purpose of determining the tax liability pursuant to Section�102(b)(3) of the Ordinance, if at the Date of Grant the Company�s shares are listed on any established stock exchange or a national market system or if the Company�s shares will be registered for trading within ninety (90)�days following the Date of Grant, the Fair Market Value of a Share at the Date of Grant shall be determined in accordance with the average value of the Company�s shares on the thirty (30)�trading days preceding the Date of Grant or on the thirty (30)�trading days following the date of registration for trading, as the case may be.

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6.	EXERCISE OF OPTIONS

Options shall be exercised by the Participant�s giving a written notice and remitting payment of the Exercise Price to the Company or to any third party designated by the Company (the �Representative�), in such form and method as may be determined by the Company and the Trustee and when applicable, in accordance with the requirements of Section�102, which exercise shall be effective upon receipt of such notice by the Company or the Representative and the payment of the Exercise Price at the Corporation�s or the Representative�s principal office. The notice shall specify the nominal value of the Share with respect to which the Option is being exercised.

With respect to Unapproved 102 Awards, if the Participant ceases to be employed by the Company or any Affiliate, the Participant shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of Sale of Shares, all in accordance with the provisions of Section�102.

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7.	INTEGRATION OF SECTION 102 AND TAX COMMISSIONER�S PERMIT

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7.1

With regards to Approved 102 Awards, the provisions of the Plan and/or any Award Agreement entered into in conjunction with any Award Grant (the �Award Agreement�) shall be subject to the provisions of Section�102 and the Income Tax Commissioner�s permit, and the said provisions and permit shall be deemed an integral part of the Plan and of the Award Agreement.

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7.2

Any provision of Section�102 and/or the said permit which is necessary in order to receive and/or to keep any tax benefit pursuant to Section�102, which is not expressly specified in the Plan or the Award Agreement, shall be considered binding upon the Company and the Participants.

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8.	TAX CONSEQUENCES

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8.1

To the extent permitted by Applicable laws, any tax consequences arising from the grant or exercise of any Award, from the payment for Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and/or the Trustee or the Participant), hereunder, shall be borne solely by the Participant. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participants agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant.

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8.2

The Company and/or the Trustee shall not be required to update the register of members of the Company nor release any Share certificate to a Participant until all required payments have been fully made by the Participant.

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8.3

In accordance with the Income Tax Rules (Tax Benefits Upon Issues of Shares to Employees) 2003, the Grantee warrants and represents to the Company, the Trustee and the Israeli Income Tax Authorities that it agrees to the provisions of Section�102 of the Income Tax Ordinance shall apply to it and that it will not transfer the Option Shares nor any other shares received subsequently following any realization of rights, by a way of tax-exempt transfer or a transfer under sections 104 (a), 104 (b)�or 97 (a)�of the Income Tax Ordinance.

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8.4

The Company and the Trustee shall be entitled to apply to the Israeli Income Tax Authorities for the purpose of ascertaining the income tax liability of the Grantee with respect to the Option Shares.

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8.5

The Grantee acknowledges that, under the current law, if the date of termination of employment shall be prior to the second anniversary of the date of the issue of the Shares then (i)�the tax benefits of Section�102 shall not apply (except in the opinion of the Israeli Income Tax Authorities the employment of the Grantee was ceased under special circumstances which were beyond its control) and (ii)�the Grantee will be responsible to immediately settle on its own account all of the tax issues and liabilities that are related to the Options or the Option Shares.

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8.6

The Grantee further acknowledges that the income that may be earned in connection with the issue of the Option Shares, their transfer in the name of the Grantee or sale thereof shall not be taken into account in calculation of the entitlement of the Grantee to any social benefits. Such social benefits shall include, without limitation, national insurance, managers� insurance, study funds,

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pension funds, and severance pay and vacation payments. In the event that the Company or any of its subsidiaries shall be obligated by applicable law to include social benefits as income or profits of the Grantee then the Grantee shall indemnify and hold harmless the Company and the Trustee for any cost that they may incur in this regards.

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9.	RESTRICTED PERIOD PER SECTION 102

The following provisions shall apply for the purpose of the tax benefits under Section�102 of the ordinance

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9.1

Restricted Period Per Section�102. In accordance with the requirements of Section�102 as now in place and as may be amended in the future, the Option to be issued shall be issued to the Grantee and held in trust by the Trustee for the benefit of Grantee for a period of no less than twenty four (24)�months from the date of which the Options were granted and placed with the Trustee (during the Restricted Period Per Section�102 the Grantee will not be allowed to order the Trustee to sell the Option held by him/her on behalf of the Grantee or transfer the Option from Trustee�s hands).

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9.2

In order to apply the tax benefits of Section�102, the Options and or Shares may not be sold or transferred (other than through a transfer by will or by operation of law), and no power of attorney or transfer deed shall be given in respect thereof (other than a power of attorney for the purpose of participation in general meetings of shareholders).

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9.3

End of Restricted Period per Section�102. Upon the completion of the Restricted Period Per Section�102 as now in place and as may be amended in the future, Grantee shall be entitled to receive from the Trustee the Options, or the Shares acquired in the exercise thereof, which have vested, subject to the provisions of the Plan concerning the continued employment of Grantee at the Company or any Parent or Subsidiary of the Company, and subject to any other provisions set forth herein or in the Plan, and Grantee shall be entitled to exercise the Option and sell the Options or Shares thereby obtained subject to the other terms and conditions of this Option Agreement and the Plan, including the provisions relating to the payment of tax set forth below.

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10.

GRANTEE�S REPRESENTATIONS

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10.1

The Grantee hereby agrees that the terms of Section�102 of the Tax Ordinance (�Section 102�) shall apply regarding to the Options and or Shares granted.

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10.2

The Grantee is obliged not to sell or remove from the Trustee the Options/Shares granted to him prior to the end of restricted period as defined by Section�102.

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10.3

The Grantee is aware of the directives set forth in Section�102, and of the tax track that was chosen under Section�102 and its implications.

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10.4

The Grantee hereby accepts the terms of the Trust Agreement signed between the Company and the Trustee.

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10.5

Grantee acknowledges that during the period in which Shares issued to the Trustee on behalf of an Grantee upon exercise of an Approved 102 Option, are held by the Trustee, if dividends payable in securities are declared on Approved 102 Options held by the Trustee, such securities shall also be subject to the provisions of Section�102 and the provision of this agreement and shall be held in trust by the Trustee. Notwithstanding anything to the contrary, in case that a Grantee of Approved 102 Options/Shares is entitled to receive dividend in cash, the proceeds of such dividend may be wired to the Grantee, after deduction of all applicable taxes.

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11.

GOVERNING LAW AND JURISDICTION

The Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein, without giving effect to the principles of conflict of laws. Notwithstanding anything stated herein to the contrary, if and to the extent any issue or matter arises hereunder which involves the application of another jurisdiction or the requirements relating to the administration of share Award of any stock exchange or quotation system, then such laws and requirements shall apply and shall govern such issues or matters, with accordance with any Applicable Laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction to adjudicate any dispute that may arise in connection with the application, interpretation or enforcement of Section�102 including (without limitation) matters involving the Trustee and the Israeli tax consequences of the Restricted of the Awards or the Shares in trust and the release and transfer of such Awards or Shares by the Trustee.

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Exhibit 10.11

MEDTRONIC PLC

MEDTRONIC INCENTIVE PLAN

(As amended and restated effective January�26, 2015)

SECTION 1.

BACKGROUND, PURPOSE AND DURATION

1.1 Effective Date. Medtronic, Inc., a Minnesota corporation (�Medtronic�) and a subsidiary of 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. On June�15, 2014, Medtronic entered into a Transaction Agreement with Covidien plc and the other parties named therein to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the �Transaction�).�In connection with the Transaction, Medtronic plc, an Irish public limited company (the �Company�) hereby adopts and amends and restates the Plan, effective January�26, 2015 (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 Effective Date shall be governed by the terms of such plans.

SECTION 2.

DEFINITIONS

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.

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 �Code� means the Internal Revenue Code of 1986, as amended.

2.5 �Committee� means the Compensation Committee of the Board or its delegate as set forth in Section�3.4 hereof.

2.6 �Company� has the meaning set forth in the preamble.

2.7 �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.

2.8 �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.

2.9 �Fiscal Year� means the fiscal year of the Company.

2.10 �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.

2.11 �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.

2.12 �Performance Period� means generally, the Fiscal Year. However, the Committee may, at its discretion, designate a shorter period.

2.13 �Plan� means the Medtronic plc Medtronic Incentive Plan, as set forth herein and as hereafter amended from time to time.

2.14 �Retirement� means retirement of an Employee as defined under any retirement plan of the Company or an Affiliate of the Company which is qualified under Section�401 of the Code (which currently provides for retirement on or after age 55, provided the Employee has been employed by the Company and/or one or more Affiliates for at least ten years, or retirement on or after age 62), or under any retirement plan of the Company or any Affiliate applicable to the Employee due to employment by a non-U.S. Affiliate or employment in a non-U.S. location, or as otherwise determined by the Committee.

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2.15 �Salary� of a Participant for a Performance Period, means the Participant�s eligible earnings during such period, determined in accordance with the normal payroll practices of the Company (or an Affiliate, as the case may be):

a. including:

i. base salary;

ii. any other individual performance-based forms of compensation such as lump sum merit, development or promotional payments;

iii. the amount of any reduction in Salary to which a Participant has agreed as part of any plan of the Company or its Affiliates to use the amount of such reduction to purchase benefits under a cafeteria plan under Code Section�125, a transportation fringe benefit plan under Code Section�132(f), or in connection with any qualified cash or deferred arrangement under Code Section�401(k);

iv. any Participant payments by salary reduction or its equivalent to a nonqualified deferred compensation plan sponsored by the Company or its Affiliates; and

v. if applicable, overtime, sick pay, and shift differentials; but

b. excluding: (i)�any discretionary bonuses (such as hiring bonuses); (ii)�workers compensation payments; (iii)�short-term disability benefit payments from a third party; (iv)�long-term disability benefit payments; (v)�other payments made by a third party; (vi)�service awards; (vii)�tuition reimbursements; (viii)�relocation allowances; (ix)�severance payments; (x)�any one-time payment, or other payment not directly related to base salary (such as referral bonuses, incentive payments for a current Performance Period or prior Performance Period and other similar payments); (xi)�payments of deferred compensation, whether qualified or nonqualified; (xii)�payments made to the Participant under the Company�s salary continuance plan for absence due to illness, injury, or approved medical leave of absence; and (xiii)�expatriate allowances.

2.16 �Target Award� means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of his or her Salary or a specific dollar amount, as determined by the Committee in accordance with Section�4.2 hereof.

2.17 �Termination of Employment� means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not limited to, a termination by resignation, discharge, death, Disability, Retirement, or the cessation of Affiliate status, whether through sale, decrease in equity ownership or otherwise, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

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SECTION 3.

ADMINISTRATION

3.1 Committee is the Administrator. The Plan shall be administered by the Compensation Committee of the Board (the �Committee�). The Committee shall consist of not less than two (2)�members of the Board. The members of the Committee shall be appointed from time to time by the Board.

3.2 Committee Authority. It shall be the duty of the Committee to administer the Plan in accordance with the Plan�s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a)�determine which Employees shall be Participants, (b)�prescribe the terms and conditions of awards, (c)�interpret the Plan and the awards, (d)�adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e)�adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (f)�interpret, amend or revoke any such rules.

3.3 Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

3.4 Chief Executive Officer Oversight and Delegation. The Committee may delegate all or any part of its authority to other Board members or employees of the Company and its Affiliates. Unless the Committee determines otherwise, the Committee shall be treated as having delegated its authority to the Company�s Chief Executive Officer (�CEO�) to the fullest extent permitted hereunder. The CEO may make such determinations and take such actions within the scope of such delegation as the CEO deems necessary. In his or her sole discretion, the CEO may delegate all or part of the CEO�s authority and powers under the Plan to one or more directors, officers, or other employees of the Company on such terms and conditions as he or she may provide.

3.5 Indemnification. To the full extent permitted by law, each member and former member of the Committee and each person to whom the Committee or the CEO delegates or has delegated authority under this Plan shall be entitled to indemnification by the Company against and from any loss, liability, judgment, damages, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan.

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SECTION 4.

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

4.1 Selection of Participants. The Committee, in its sole discretion, shall select the Employees who shall be Participants for any Performance Period based upon the recommendation of appropriate management. In addition, the Committee, in its sole discretion, shall determine whether Employees who are hired after the commencement of a Performance Period shall participate in the Plan for that Performance Period. Participation in the Plan is in the sole discretion of the Committee, and on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period.

4.2 Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award for each Participant, which shall be set forth in writing. The amount of each Participant�s Target Award shall be determined by the Committee in its sole discretion, based upon the Participant�s level of responsibility within the Company or such other objective criteria as the Committee may determine is appropriate.

4.3 Determination of Performance Objectives. The Committee, in its sole discretion, shall establish the Performance Objectives for the Performance Period. Such Performance Objectives shall be set forth in writing. �Performance Objectives� means the Corporate Financial Performance, Sector Financial Performance, and/or Unit/Individual Performance Category goal(s) (or combined goal(s)) determined by the Committee (in its sole discretion) to be applicable to the Participants for a Target Award for a Performance Period. As determined by the Committee, the Performance Objectives for any Target Award applicable to the Participants may provide for a targeted level or levels of achievement in the Performance Categories using one or more financial or other measures. The Performance Objectives may differ from award to award.

Minimum threshold(s) may be set by the Committee for any or all of the Performance Categories (as defined in Section�4.4) for a Participant, below which no Actual Awards may be payable to the Participant for that Category.

A Participant may be assigned multiple Performance Objectives in the same Performance Category. In such cases the Performance Objectives shall be given a percentage weight that is dependent on the assessment of the importance of the Performance Objective and the sum of the percentage weights in a Performance Category shall equal 100%.

4.4 Determination of Payout Formula or Formulas. The Committee, in its sole discretion, shall establish a Payout Formula or Formulas for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula shall (a)�be in writing, (b)�be based on a combination of Performance Categories (as defined below) designated for the Participant, (c)�be based on a comparison of actual performance to the Performance Objectives, (d)�provide for the payment of a Participant�s Target Award if the Performance Objectives for the Performance Period are achieved, and (e)�provide for an Actual Award greater than or less than the Participant�s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Objectives.

Each Participant�s entitlement to an Actual Award will be based on one or more of the percentage-weighted combination(s) of the performance of the Company as a whole (�Corporate Financial Performance�), the Participant�s sector (�Sector Financial Performance�), and/or the Participant�s Unit (e.g., business unit, division, work group, department, country, geography, etc.) and/or individual performance (�Unit/Individual Performance�) (each defined as a

�

�Performance Category�). The Committee shall designate for each Participant in the Plan a combination of Performance Categories based upon the level of impact and responsibility the Participant�s job has on corporate, sector and/or business unit specific financial results and/or individual performance. The Participant�s Payout Formula shall include one or a combination of the foregoing Performance Categories. For instance, the Payout Formula for Participant A may contain only the Corporate Financial Performance Category, in which case the Participant�s Payout Formula would be based solely on attainment of Performance Objectives in the Corporate Financial Performance Category. Likewise, the Payout Formula for Participant B may contain both the Corporate Financial Performance Category and Sector Financial Performance Category, and the Participant�s Payout Formula would be based on attainment of Performance Objectives in both the Corporate Financial Performance Category and the Sector Financial Performance Category.

4.5 Date for Determinations. The Committee shall make all determinations under Section�4.1 through 4.4 on or before the 90th day of each Performance Period, but in no event after 25% of the applicable Performance Period has elapsed.

4.6 Determination of Actual Awards. After the end of each Performance Period, the Committee shall certify in writing the extent to which the Performance Objectives applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may (a)�eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula, (b)�increase the Actual Award payable to any Participant above that which otherwise would be payable under the Payout Formula, and (c)�as further set forth in Section�5.4 below, determine whether or not a Participant will receive an Actual Award in the event the Participant incurs a Termination of Employment prior to the date the Actual Award is to be paid pursuant to Section�5.2 below.

SECTION 5.

PAYMENT OF AWARDS

5.1 Right to Receive Payment. The Company and its Affiliates shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any amounts under the Plan, and rights to the payment hereunder shall be no greater than the rights of the Company�s unsecured creditors. All expenses involved in administering the Plan shall be borne by the Company and its Affiliates.

5.2 Timing of Payment. A Participant�s Actual Award for a Performance Period shall be paid to him or her within two and one-half months following the close of the Fiscal Year. A Participant may, however, elect to defer or exchange some or all of his or her Actual Award under other Company plans in effect at that time.

5.3 Form of Payment. Except as set forth in Section�5.2, payment of an Actual Award shall be in cash in the form of a lump sum.

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5.4 Termination of Employment During Performance Period.

a. If the Participant�s employment is terminated during a Performance Period due to the Participant�s death, Disability, or Retirement, the Participant (or the Participant�s beneficiary in the case of the Participant�s death) will be entitled to receive a pro rata portion of the Actual Award for which the Participant otherwise would have been eligible, determined at the end of the applicable Performance Period based upon the portion of the Performance Period the Participant was employed by the Company or Affiliate.

b. Following a Termination of Employment during a Performance Period, or after completion of a Performance Period but prior to the time an Actual Award is paid, for any reason other than death, Disability or Retirement, a Participant�s eligibility to receive an Actual Award for such Performance Period shall be determined solely at the discretion of the Committee. No such Actual Award may exceed a pro rata portion of the Actual Award for which the Participant otherwise would have been eligible, determined at the end of the applicable Performance Period based upon the portion of the Performance Period the Participant was employed by the Company or Affiliate.

c. Notwithstanding anything in this Section�5.4 to the contrary, a Participant shall not be entitled to any Actual Award for a Performance Period if the Participant�s employment is terminated by the Company or Affiliate during the Performance Period or during the period between the end of the Performance Period and the date on which the Actual Award is otherwise payable to the Participant for the following reasons: (a)�failure to comply with any material policies and procedures of the Company or Affiliate; (b)�conduct reflecting dishonesty or disloyalty to the Company or Affiliate, or which may have a negative impact on the reputation of the Company or Affiliate; (c)�allegation of commission of a felony, theft or fraud, or violations of law involving moral turpitude; or (d)�failure to perform the material duties of his or her employment. If a Participant�s employment is terminated for any of the foregoing reasons, the time at which the Participant ceases to be an employee for purposes of this Section�5.4 shall mean the time at which such Participant is instructed or notified to cease performing his or her job responsibilities for the Company or any Affiliate, whether or not for other reasons, such as payroll, benefits or compliance with legal procedures or requirements, he or she may still have other attributes of an employee.

5.5 Beneficiary. The Committee or its delegate shall create a procedure whereby a Participant may file, on a form to be provided by the Company, a written election designating one or more beneficiaries with respect to the amount, if any, payable in the event of the Participant�s death. The Participant may amend such beneficiary designation in writing at any time prior to the Participant�s death without the consent of any previously designated beneficiary. Such designation or amended designation, as the case may be, shall not be effective unless and until received by the authorized representatives of the Company prior to the Participant�s death. In the absence of any such designation, the amount payable, if any, shall be delivered to the legal representative of such Participant�s estate.

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SECTION 6.

CHANGE IN CONTROL

6.1 Calculation of Awards. Notwithstanding any other provisions of the Plan (including, without limitation, minimum thresholds provided under Section�4.3 and the provisions of Section�5.4, none of which shall apply), if a Change in Control (as defined below) occurs during a Performance Period, each Participant shall be entitled to an Actual Award under the Plan for the full Performance Period (typically 12 months), calculated in accordance with Section�4.6, but with payment accelerated to the time of the Change in Control. A Participant�s Actual Award for such Performance Period shall be the greater of (a)�the Target Award for which the Participant would have been eligible had the Participant�s Salary, determined as of the day immediately prior to the Change in Control, remained the same throughout the Performance Period; or (b)�if the Change in Control occurs after the first quarter of a Fiscal Year, the Actual Award that the Participant would have received if (i)�no Change in Control had occurred during such Fiscal Year, (ii)�the Participant�s Salary, determined as of the day immediately prior to the Change in Control, remained the same throughout the Performance Period, and (iii)�the achievement of the Participant�s Performance Objectives for the Performance Period had equaled the performance most recently projected by the Company for such Performance Period prior to the Change in Control, adjusted to exclude: (A)�all non-recurring or special charges incurred by the Company during the Performance Period; (B)�all legal, accounting, investment banking and other costs and expenses incurred or projected by the Company in connection with, or in opposition to, the events resulting in the Change in Control; and (C)�the projected effect of the Change in Control upon the achievement of Participant�s Performance Objectives.

6.2 Definition. For purposes of this Section�6, a �Change in Control� means:

a. Any individual, entity or group (within the meaning of Section�13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the �Exchange Act�)) (a �Person�) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i)�the then-outstanding ordinary shares of the Company, par value $0.0001, as such par value may be adjusted from time to time (the �Outstanding Company Ordinary Shares�) or (ii)�the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the �Outstanding Company Voting Securities�); provided, however, that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control: (1)�any acquisition directly from the Company, (2)�any acquisition by the Company or any of its subsidiaries, (3)�any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (4)�any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities or (5)�any acquisition pursuant to a transaction that complies with clauses (i), (ii)�and (iii)�of clause (c)�below; or

b. Individuals who, as of the date hereof, constitute the Board (the �Incumbent Directors�) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company�s shareholders, was approved by a

�

vote of at least a majority of the Incumbent Directors then on the Board shall be considered as though such individual was an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

c. Consummation of a reorganization, merger, statutory share exchange or consolidation (or similar corporate transaction) involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a �Business Combination�), in each case, unless, immediately following such Business Combination, (i)�substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding ordinary shares (or, for a non-corporate entity, equivalent securities) and the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of (A)�the entity resulting from such Business Combination (the �Surviving Corporation�) or (B)�if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 80% or more of the voting securities eligible to elect directors of the Surviving Corporation (the �Parent Corporation�), in substantially the same proportion as their ownership, immediately prior to the Business Combination, of the Outstanding Company Ordinary Shares and the Outstanding Company Voting Securities, as the case may be, (ii)�no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the outstanding ordinary shares and the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii)�at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board�s approval of the execution of the initial agreement providing for such Business Combination; or

d. Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A)�compromise or arrangement sanctioned by the court under section 201 of the Companies Act 1963 of the Republic of Ireland or (B)�section 204 of the Companies Act 1963 of the Republic of Ireland.

6.3 Payment of Awards. Actual Awards shall be paid under this Section�6 within two and one-half months following the date of the first Change in Control to occur during the Performance Period. Notwithstanding the preceding sentence, a Participant may, however, elect to defer or exchange some or all of his or her Actual Awards under other Company plans in effect at that time.

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SECTION 7.

GENERAL PROVISIONS

7.1 Tax Withholding. The Company or an Affiliate shall have the right to deduct from any payment made under the Plan any federal, state, local or non-U.S. income, payroll or other taxes required by law to be withheld with respect to such payment.

7.2 No Effect on Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or other person any right to continue to be employed by or perform services for the Company or any Affiliate of the Company, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to the Company and its Affiliates.

7.3 Participation. No Employee shall have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

7.4 Release. Any payment of an Actual Award to or for the benefit of a Participant or beneficiary that is made in good faith by the Company and its Affiliates in accordance with the Company�s interpretation of its obligations hereunder, shall be in full satisfaction of all claims against the Company and its Affiliates for payments under the Plan.

7.5 Notices. Any notice provided by the Company under the Plan may be posted to a Company-designated website.

7.6 Benefits Not Transferable. Except as may be approved by the Committee, a Participant�s rights and interest under the Plan may not be assigned or transferred, hypothecated or encumbered, in whole or in part, either directly or by operation of law or otherwise (except in the event of a Participant�s death) including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided, however, that, subject to applicable law, any amounts payable to any Participant hereunder are subject to reduction to satisfy any liabilities owed to the Company or any of its Affiliates by the Participant.

7.7 Successors. All obligations of the Company and any Affiliate under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a direct or indirect purchase, merger or consolidation of all or substantially all of the business or assets of the Company or such Affiliate, or otherwise.

7.8 Actions and Decision Regarding the Business or Operations of the Company. Notwithstanding anything in the Plan to the contrary, none of the Company, its Affiliates, nor any of their respective officers, directors, employees or agents shall have any liability to any Participant (or his or her beneficiaries or heirs) under the Plan or otherwise on account of any action taken, or not taken, in good faith by any of the foregoing persons with respect to the business or operations of the Company or any Affiliates.

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SECTION 8.

AMENDMENT, TERMINATION AND DURATION

8.1 Plan Amendment or Suspension. The Plan may be amended or suspended in whole or in part at any time and from time to time by the Committee.

8.2 Plan Termination. This Plan shall terminate upon the adoption of a resolution of the Committee terminating the Plan.

8.3 Duration of the Plan. The Plan shall commence on the date specified herein, and subject to Sections 8.1 and 8.2 (regarding the Board�s right to amend or terminate the Plan, respectively), shall remain in effect thereafter.

SECTION 9.

LEGAL CONSTRUCTION

9.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

9.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

9.3 Requirements of Law. The granting and payment of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

9.4 Governing Law. The validity, construction, interpretation, administration and effect of the Plan, and rights relating to the Plan and to awards granted under the Plan, shall be governed by the substantive laws, but not the choice of law rules, of the State of Minnesota.

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Exhibit 10.12

CHANGE OF CONTROL EMPLOYMENT AGREEMENT

(As Amended and Restated as of January�26, 2015)

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�).

WHEREAS, the Company previously determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the Executive�s continued dedication, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) and in that regard entered into a Change of Control Employment Agreement with the Executive as of ��, 20��;

WHEREAS, the Company continues to believe that it is imperative to diminish the inevitable distraction of the Executive, by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive�s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which are competitive with those of other corporations and which ensure that the compensation and benefits expectations of the Executive will be satisfied;

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

WHEREAS, technical changes to the Plan are required in connection with the Transaction;

NOW, THEREFORE, the Agreement is hereby amended and restated as follows:

1. Certain Definitions.

(a) The �Effective Date� shall mean the first date during the Change of Control Period (as defined in Section l(b)) on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if (i)�the Executive�s employment with the Company is terminated by the Company or the Executive terminates employment because the Executive ceases to be an officer of Medtronic plc, (ii)�the Date of Termination occurs prior to the date on which a Change of Control occurs, and (iii)�it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (A)�was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (B)�otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the �Effective Date� shall mean the date immediately prior to such Date of Termination.

(b) The �Change of Control Period� shall mean the period commencing on the date hereof and ending on the third anniversary of such date; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the �Renewal Date�), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give written notice to the Executive that the Change of Control Period shall not be so extended.

(d) �Affiliate� shall mean any company controlled by, controlling or under common control with the Company.

2. Change of Control.

(a) Any individual, entity or group (within the meaning of Section�13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the �Exchange Act�)) (a �Person�) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i)�the then-outstanding ordinary shares of Medtronic plc, par value $.0001, as such par value may be adjusted from time to time (the �Outstanding Ordinary Shares�) or (ii)�the combined voting power of the then-outstanding voting securities of Medtronic plc entitled to vote generally in the election of directors (the �Outstanding Voting Securities�); provided, however, that, for purposes of this Section�2(a), the following acquisitions shall not constitute a Change of Control: (1)�any acquisition directly from the Medtronic plc, (2)�any acquisition by Medtronic plc or any of its subsidiaries, (3)�any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Medtronic plc or any of its subsidiaries, (4)�any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities or (5)�any acquisition pursuant to a transaction that complies with clauses (i), (ii)�and (iii)�of Section�2(c); or

(b) Individuals who, as of the date hereof, constitute the Board of Directors of Medtronic plc (the �Incumbent Directors�) cease for any reason to constitute at least a majority of the Board of Directors of Medtronic plc (the �Board�); provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Medtronic plc�s shareholders, was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be considered as though such individual was an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

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Combination, (i)�substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Ordinary Shares and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding ordinary shares (or, for a non-corporate entity, equivalent securities) and the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of (A)�the entity resulting from such Business Combination (the �Surviving Corporation�) or (B)�if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 80% or more of the voting securities eligible to elect directors of the Surviving Corporation (the �Parent Corporation�), in substantially the same proportion as their ownership, immediately prior to the Business Combination, of the Outstanding Ordinary Shares and the Outstanding Voting Securities, as the case may be, (ii)�no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the outstanding ordinary shares and the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii)�at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board�s approval of the execution of the initial agreement providing for such Business Combination; or

(d) Approval by the shareholders of Medtronic plc of a complete liquidation or dissolution of Medtronic plc.

3. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending on the third anniversary of such date (the �Employment Period�), provided, that nothing stated in this Agreement shall restrict the right of the Company or the Executive at any time to terminate the Executive�s employment with the Company, subject to the obligations of the Company provided for in this Agreement in the event of such terminations. The Employment Period shall terminate upon the Executive�s termination of employment for any reason.

4. Terms of Employment.

(a) Position and Duties.

(i) During the Employment Period, (A)�the Executive�s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date; and (B)�the Executive�s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 50 miles from such location.

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(ii) Except as otherwise expressly provided in this Agreement, during the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive�s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A)�serve on corporate, civic or charitable boards or committees, (B)�deliver lectures, fulfill speaking engagements or teach at educational institutions and (C)�manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive�s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive�s responsibilities to the Company.

(b) Compensation.

(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (�Annual Base Salary�) at an annual rate at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Company and its Affiliates in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its Affiliates. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term �Annual Base Salary� as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii) Annual Incentive Payments. In addition to Annual Base Salary, the Executive shall be paid, for each fiscal year ending during the Employment Period, an annual bonus (�Annual Bonus�) in cash at least equal to the Executive�s average annual or annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) award earned by the Executive, including any award earned but deferred, under the Company�s Executive Incentive Plan, as amended from time to time prior to the Effective Date (or under any predecessor, successor or replacement annual incentive plan of the Company or its Affiliates), for the last three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (the �Three-Year Average Bonus�). If the Executive has not been eligible to earn, or has not been employed, for each of the last three fiscal years immediately preceding the fiscal year during which the

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Effective Date occurs but has earned a bonus for at least one fiscal year during the last three fiscal years immediately preceding the fiscal year during which the Effective Date occurs, the �Three-Year Average Bonus� shall mean the average of any annual or annualized bonus actually earned over any such years. If the Executive has not been eligible to earn, or has not received, such a bonus for any fiscal year prior to the Effective Date, the �Three-Year Average Bonus� shall mean the Executive�s Target Annual Bonus for the year during which the Effective Date occurs. Each such Annual Bonus shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section�409A of the Internal Revenue Code of 1986, as amended (the �Code�).

(iii) Long-Term Cash and Equity Incentives, Savings Plans and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all long-term cash incentive, equity incentive, savings and retirement plans, practices, policies and programs (any such arrangement a �Plan� for purposes of this Agreement) applicable generally to other peer executives of the Company and its Affiliates, but in no event shall such Plans provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its Affiliates for the Executive under such Plans as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliates.

(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive�s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit Plans provided by the Company and its Affiliates (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance Plans) to the extent applicable generally to other peer executives of the Company and its Affiliates, but in no event shall such Plans provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such Plans in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliates.

(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its Affiliates in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

(vi) Business Allowance. During the Employment Period, the Executive shall be entitled to a business allowance in accordance with the most favorable Plans of the Company and its Affiliates in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

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(vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its Affiliates at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacations in accordance with the most favorable Plans of the Company and its Affiliates as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

5. Termination of Employment.

(a) Death or Disability. The Executive�s employment shall terminate automatically upon the Executive�s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section�12(b) of this Agreement of its intention to terminate the Executive�s employment. In such event, the Executive�s employment with the Company shall terminate on the 30th day after receipt of such notice by the Executive (the �Disability Effective Date�), provided, that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive�s duties. For purposes of this Agreement, �Disability� shall mean the absence of the Executive from the Executive�s duties with the Company and its Affiliates on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive�s legal representative (such agreement as to acceptability not to be unreasonably withheld).

(b) Cause. The Company may terminate the Executive�s employment during the Employment Period with or without Cause. For purposes of this Agreement, �Cause� shall mean (A)�repeated violations by the Executive of the Executive�s obligations under Section�4(a) of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive�s part, which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or (B)�the conviction of the Executive of a felony involving moral turpitude.

(i) For purposes of Section�5(b)(i)(A) of this Agreement, no act, or failure to act, on the part of the Executive shall be considered �willful� unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive�s action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A)�authority given pursuant to a resolution duly adopted by the Board, or if the

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Company is not the ultimate parent corporation of its Affiliates and is not publicly traded, the board of directors of the Parent Corporation (the �Applicable Board�), (B)�the instructions of the Chief Executive Officer of the Company or the Parent Corporation or a senior officer of the Company or the Parent Corporation or (C)�the advice of counsel for the Company or the Parent Corporation shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding the Executive, if the Executive is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, the Executive is guilty of the conduct described in Section�5(b)(i)(A) of this Agreement, and specifying the particulars thereof in detail.

(c) Good Reason. The Executive�s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. For purposes of this Agreement, �Good Reason� shall mean:

(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive�s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section�4(a) of this Agreement, or any diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of Medtronic plc ceasing to be a publicly traded entity or becoming a subsidiary), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii) any failure by the Company to comply with any of the provisions of Section�4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii) the Company�s requiring the Executive to be based at any office or location other than that described in Section�4(a)(i)(B) of this Agreement or the Company�s requiring the Executive to be based at a location other than the principal executive offices of the Company (if the Executive were employed at such location immediately preceding the Effective Date) or the Company�s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

(iv) any purported termination by the Company of the Executive�s employment otherwise than as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy Section�11(c) of this Agreement.

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For purposes of this Section�5(c) of this Agreement, any good faith determination of �Good Reason� made by the Executive shall be conclusive. The Executive�s mental or physical incapacity following the occurrence of an event described above in clauses (i)�through (v)�shall not affect the Executive�s ability to terminate employment for Good Reason.

(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section�12(b) of this Agreement. For purposes of this Agreement, a �Notice of Termination� means a written notice which (i)�indicates the specific termination provision in this Agreement relied upon, (ii)�to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive�s employment under the provision so indicated and (iii)�if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, respectively, shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive�s or the Company�s respective rights hereunder.

(e) Date of Termination. �Date of Termination� means (i)�if the Executive�s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the Notice of Termination, as the case may be, (ii)�if the Executive�s employment is terminated by the Company other than for Cause or Disability or death, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, (iii)�if the Executive resigns without Good Reason, the date on which the Executive notifies the Company of such termination and (iv)�if the Executive�s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. Notwithstanding the foregoing, in no event shall the Date of Termination occur until the Executive experiences a �separation from service� within the meaning of Section�409A of the Code, and the date on which such separation from service takes place shall be the �Date of Termination.�

6. Obligations of the Company upon Termination.

(a) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive�s employment other than for Cause or Disability or the Executive terminates employment for Good Reason, in lieu of further payments pursuant to Section�4(b) of this Agreement with respect to periods following the Date of Termination:

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

��(A) the sum of (1)�the Executive�s Annual Base Salary through the Date of Termination, and (2)�any accrued vacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses (1)�and (2), the �Accrued Obligations�);

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��(B) an amount equal to the product of (1)�the higher of (I)�the Three-Year Average Bonus and (II) the Annual Bonus paid or payable, including any portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive has been employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount, the �Highest Annual Bonus�), and (2)�a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, in lieu of any amounts otherwise payable pursuant to the Executive Incentive Plan solely with respect to the year in which the Date of Termination occurs (the �Pro-Rata Incentive Payment�); and

��(C) the amount equal to the product of (1)�three, and (2)�the sum of (x)�the Executive�s Annual Base Salary, and (y)�the Highest Annual Bonus; and

(ii) the Executive�s benefits under the Company�s tax qualified retirement plan (the �Retirement Plan�) and any excess or supplemental retirement plan in which the Executive participates as of the Effective Date (or if more favorable to the Executive, as of the Date of Termination) (collectively, the �SERP�) shall be calculated assuming that the Executive�s employment continued for the remainder of the Employment Period and that during such period the Executive received service credit for all purposes under such plans and the Executive�s age increased by the number of years that the Executive is deemed to be so employed; provided, however; that in no event shall the Executive be entitled to age or service credit, as a result of the application of this Section�6(a)(ii), beyond the maximum age or maximum number of years of service credit, as applicable, permitted under the Retirement Plan or the SERP; and

(iii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide (the �Benefit Continuation Period�), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive�s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive�s family (taking into account any applicable required employee contributions), as those which would have been provided to them in accordance with the Plans providing health care and life insurance benefits and at the benefit level described in Section�4(b)(iv) of this Agreement if the Executive�s employment had not been terminated; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive�s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, further, that if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance benefits under another employer-provided plan, the health care and life benefits provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility. Following the end of the Benefit Continuation

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Period, the Executive shall be eligible for continued health coverage as required by Section�4980B of the Code or other applicable law (�COBRA Coverage�), as if the Executive�s employment with the Company had terminated as of the end of such period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section�6(a)(iii) and to cause the period of COBRA Coverage to commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree welfare benefits pursuant to the retiree welfare benefit Plans, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period, and the Company shall cause the Executive to be eligible to commence in the applicable retiree welfare benefit Plans as of the applicable benefit commencement date; and

(iv) except as otherwise set forth in the last sentence of Section�7, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits that the Executive is otherwise entitled to receive under any other plan, program, practice, policy, contract, arrangement or agreement of the Company or its Affiliates (such other amounts and benefits, the �Other Benefits�).

Notwithstanding the foregoing provisions of Section�6(a)(i), in the event that the Executive is a �specified employee� within the meaning of Section�409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a �Specified Employee�), amounts that would otherwise be payable under Section�6(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section�7872(f)(2)(A) of the Code (�Interest�), on the first business day after the date that is six months following the Executive�s �separation from service� within the meaning of Section�409A of the Code (the �409A Payment Date�).

(b) Death. If the Executive�s employment is terminated by reason of the Executive�s death during the Employment Period, the Company shall provide the Executive�s estate or beneficiaries with the Accrued Obligations, the Pro-Rata Incentive Payment and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations shall be paid to the Executive�s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term �Other Benefits� as used in this Section�6(b) shall include, without limitation, and the Executive�s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and its Affiliates to the estates and beneficiaries of peer executives of the Company and its Affiliates under such Plans relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive�s estate and/or the Executive�s beneficiaries, as in effect on the date of the Executive�s death with respect to other peer executives of the Company and its Affiliates and their beneficiaries.

(c) Disability. If the Executive�s employment is terminated by reason of the Executive�s Disability during the Employment Period, the Company shall provide the Executive with the Accrued Obligations and the Pro-Rata Incentive Payment the timely payment or delivery of the

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Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no other severance obligations under this Agreement. The Accrued Obligations and the Pro-Rata Incentive Payment shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, provided, that in the event that the Executive is a Specified Employee, the Pro-Rata Incentive Payment shall be paid, with Interest, to the Executive on the 409A Payment Date. With respect to the provision of the Other Benefits, the term �Other Benefits� as used in this Section�6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliates to disabled executives and/or their families in accordance with such Plans relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive�s family, as in effect at any time thereafter generally with respect to other disabled peer executives of the Company and its Affiliates and their families.

(d) Cause; Other Than for Good Reason. If the Executive�s employment is terminated for Cause during the Employment Period, the Company shall provide to the Executive (i)�the Accrued Obligations and (ii)�the Other Benefits, in each case to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the Pro-Rata Incentive Payment and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. In such case, the Accrued Obligations and the Pro-Rata Incentive Payment shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, provided, that in the event that the Executive is a Specified Employee, the Pro-Rata Incentive Payment shall be paid, with Interest, to the Executive on the 409A Payment Date.

7. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive�s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates (other than participation in any severance plan upon the Executive�s termination of employment during the Employment Period) and for which the Executive may qualify, nor, subject to Section�12(f) of this Agreement, shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, the Executive�s resignation under this Agreement with or without Good Reason, shall in no way affect the Executive�s ability to terminate employment by reason of the Executive�s �retirement� under any compensation and benefits plans, programs or arrangements of its Affiliates, including without limitation any retirement or pension plans or arrangements or to be eligible to receive benefits under any compensation or benefit plans, programs or arrangements of its Affiliates, including without limitation any retirement or pension plan or arrangement of its Affiliates or substitute plans adopted by the Company or its successors, and any termination which otherwise qualifies as Good Reason shall be treated as

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such even if it is also a �retirement� for purposes of any such plan. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section�6(a) of this Agreement, the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of the Company or its Affiliates, unless expressly provided therein in a specific reference to this Agreement.

8. Full Settlement; Legal Fees. The Company�s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company�s receipt of an invoice from the Executive) at any time from the Effective Date of this Agreement through the Executive�s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date), to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, Interest, provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year.

9. Reduction of Payments in Certain Circumstances.

(a) Anything in this Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers or such other nationally recognized certified public accounting firm as may be designated by the Company (the �Accounting Firm�) shall determine that receipt of all payments or distributions by the Company or its Affiliates in the nature of compensation to or for the Executive�s benefit, whether paid or payable pursuant to this Agreement or otherwise (a �Payment�) would subject the Executive to the excise tax under Section�4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the �Agreement Payments�) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive�s Agreement Payments were reduced to the Reduced Amount. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive�s Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement. For purposes of this Section�9, (i)��Reduced Amount� shall mean the greatest amount of Agreement Payments that can be paid that would not result in the imposition of the excise tax under Section�4999 of the Code if the Accounting Firm determines to reduce Agreement Payments pursuant to Section�9(a); and (ii)��Net After-Tax Receipt� shall

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mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section�1 of the Code and under state and local laws which applied to the Executive�s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determined to be likely to apply to the Executive in the relevant tax year(s).

(b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section�9 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than fifteen (15)�days following the Date of Termination. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (i)�Section�6(a)(1)(C), (ii)�Section�6(a)(1)(B), (iii)�Section�6(a)(iii) and (iv)�Section�6(a)(ii). All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(c) As a result of the uncertainty in the application of Section�4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (�Overpayment�) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (�Underpayment�), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section�7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Company if and to the extent such payment would not either reduce the amount on which the Executive is subject to tax under Section�1 and Section�4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section�7872(f)(2) of the Code.

10. Confidential Information. The Executive shall comply with any and all confidentiality agreements with the Company and its Affiliates to which the Executive is, or shall be, a party.

�

11. Successors.

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive�s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section�11(c) of this Agreement, this Agreement shall not be assignable by the Company.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, �Company� shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

12. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the most recent address on file at the Company.

If to the Company:

Medtronic, Inc.

Legal Dept. LC400

710 Medtronic Parkway

Minneapolis, MN 55432-5604 Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

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(d) The Company may withhold from any amounts payable under this Agreement such United States federal, state, or local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Executive�s or the Company�s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Sections 5(c)(i) through 5(c)(v) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company may be terminated by either the Executive or the Company at any time prior to the Effective Date or, subject to the obligations of the Company provided for in this Agreement in the event of a termination after the Effective Date, at any time on or after the Effective Date. Moreover, if prior to the Effective Date, (i)�the Executive�s employment with the Company terminates or (ii)�the Executive ceases to be an officer of Medtronic plc, then the Executive shall have no further rights under this Agreement. From and after the Effective Date, except with respect to the agreements described in Section�10 hereof, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof in effect immediately prior to the execution of this Agreement.

(g) The Agreement is intended to comply with the requirements of Section�409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section�409A of the Code, shall in all respects be administered in accordance with Section�409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section�409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section�409A of the Code, such amounts shall be paid to the personal representative of the Executive�s estate within 30 days after the date of the Executive�s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section�409A of the Code shall be made or provided in accordance with the requirements of Section�409A of the Code, including, without limitation, that (i)�in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii)�the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii)�the Executive�s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv)�in no event shall the Company�s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive�s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date). Prior to the Effective Date but within the time period permitted by the applicable Treasury

�

Regulations (or such later time as may be permitted under Section�409A or any IRS or Department of Treasury rules or other guidance issued thereunder), the Company may, in consultation with the Executive, modify the Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of the Agreement to comply with the requirements of Section�409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section�409A of the Code.

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive�s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

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EXECUTIVE			�	�	MEDTRONIC, INC.

By:	�	�	�	�	By:	�	�
[Title]	�		�	�	[Title]	�

�

Exhibit 10.13

MEDTRONIC PLC

CAPITAL ACCUMULATION PLAN

DEFERRAL PROGRAM

(as restated generally effective January�26, 2015)

TABLE OF CONTENTS

�


�							��	Page		�

ARTICLE 1 DEFERRED COMPENSATION ACCOUNT							��	�	1	��
Section	�	�	1.1	��	��	Establishment of Account	��	�	1	��
Section	�	�	1.2	��	��	Property of Company	��	�	1	��

ARTICLE 2 DEFINITIONS, GENDER, AND NUMBER							��	�	2	��
Section	�	�	2.1	��	��	Definitions	��	�	2	��
Section	�	�	2.2	��	��	Gender and Number	��	�	7	��

ARTICLE 3 PARTICIPATION							��	�	7	��
Section	�	�	3.1	��	��	Who May Participate	��	�	7	��
Section	�	�	3.2	��	��	Time and Conditions of Participation	��	�	7	��
Section	�	�	3.3	��	��	Termination and Suspension of Participation	��	�	7	��
Section	�	�	3.4	��	��	Missing Persons	��	�	7	��
Section	�	�	3.5	��	��	Relationship to Other Plans	��	�	7	��

ARTICLE 4 ENTRIES TO ACCOUNT							��	�	7	��
Section	�	�	4.1	��	��	Contributions	��	�	7	��
Section	�	�	4.2	��	��	Crediting Rate	��	�	10	��
Section	�	�	4.3	��	��	Vesting	��	�	10	��

ARTICLE 5 DISTRIBUTION OF ACCOUNTS							��	�	11	��
Section	�	�	5.1	��	��	Distribution of Elective Deferrals Accounts	��	�	11	��
Section	�	�	5.2	��	��	Distribution of Company Contribution Account	��	�	11	��
Section	�	�	5.3	��	��	Subsequent Election to Change Payment Terms	��	�	11	��
Section	�	�	5.4	��	��	Exception to Payment Terms	��	�	12	��
Section	�	�	5.5	��	��	Determination of Amount of Installment Payment	��	�	15	��

ARTICLE 6 SPECIAL RULES FOR DEFERRED STOCK UNIT ACCOUNTS							��	�	15	��

ARTICLE 7 CHANGE IN CONTROL PROVISIONS							��	�	16	��
Section	�	�	7.1	��	��	Application of Article 7	��	�	16	��
Section	�	�	7.2	��	��	Payments to and by the Trust	��	�	16	��
Section	�	�	7.3	��	��	Legal Fees and Expenses	��	�	16	��
Section	�	�	7.4	��	��	Late Payment and Additional Payment Provisions	��	�	16	��

ARTICLE 8 FUNDING							��	�	17	��
Section	�	�	8.1	��	��	Source of Benefits	��	�	17	��
Section	�	�	8.2	��	��	No Claim on Specific Assets	��	�	17	��

ARTICLE 9 ADMINISTRATION							��	�	17	��
Section	�	�	9.1	��	��	Administration	��	�	17	��
Section	�	�	9.2	��	��	Powers of Committee	��	�	17	��
Section	�	�	9.3	��	��	Actions of the Committee	��	�	17	��
Section	�	�	9.4	��	��	Delegation	��	�	18	��
Section	�	�	9.5	��	��	Reports and Records	��	�	18	��
Section	�	�	9.6	��	��	Claims Procedure	��	�	18	��

�


ARTICLE 10 AMENDMENTS AND TERMINATION					��	�	19	��
Section	�	10.1	��	Amendments	��	�	19	��
Section	�	10.2	��	Termination	��	�	19	��

ARTICLE 11 MISCELLANEOUS					��	�	19	��
Section	�	11.1	��	No Guarantee of Employment or Contract to Perform Services	��	�	19	��
Section	�	11.2	��	Release	��	�	19	��
Section	�	11.3	��	Notices	��	�	19	��
Section	�	11.4	��	Nonalienation	��	�	19	��
Section	�	11.5	��	Withholding	��	�	20	��
Section	�	11.6	��	Captions	��	�	20	��
Section	�	11.7	��	Applicable Law	��	�	20	��
Section	�	11.8	��	Invalidity of Certain Provisions	��	�	20	��
Section	�	11.9	��	No Other Agreements	��	�	20	��
Section	�	11.10	��	��Incapacity	��	�	20	��
Section	�	11.11	��	��Electronic Media	��	�	20	��
Section	�	11.12	��	��USERRA Compliance	��	�	20	��

SCHEDULE A					��	�	A-1	��

SCHEDULE B					��	�	B-1	��

�

MEDTRONIC PLC

CAPITAL ACCUMULATION PLAN

DEFERRAL PROGRAM

(as restated generally effective January�26, 2015)

Medtronic, Inc., a Minnesota corporation (�Medtronic�), previously established the Medtronic, Inc. Capital Accumulation Plan Deferral Program (the �Plan�) for the benefit of the Eligible Employees of Medtronic and certain of its Affiliates, effective May�1, 1986. The Plan was most recently amended and restated effective January�1, 2008. On June�15, 2014, Medtronic entered into a Transaction Agreement with Covidien plc and the other parties named therein to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the �Transaction�).�In connection with the Transaction, Medtronic plc, an Irish public limited company (the �Company�) hereby adopts and amends and restates the Plan, effective January�26, 2015 (the �Restatement Date�).

This restatement applies, generally, to amounts deferred under the Plan on or after the Restatement Date, and to the payment of all amounts deferred under the Plan (whether such amounts were deferred before, on, or after the Restatement Date that have not yet been distributed as of the Restatement Date. Except as set forth in Article 6, no amount deferred under the Plan is intended to be �grandfathered� under Section�409A.

In the case of Participants who are employees, the Plan is intended to be (and shall be construed and administered as) an employee benefit pension plan under the provisions of ERISA, which is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Plan is not intended to be qualified under Section�401(a) of the Code. The Plan, as restated herein, is subject to, and intended to comply with, Section�409A of the Code.

The obligation of the Company to make payments under the Plan constitutes an unsecured (but legally enforceable) promise of the Company to make such payments and no person, including any Participant or Beneficiary, shall have any lien, prior claim or other security interest in any property of the Company as a result of the Plan.

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ARTICLE�1��DEFERRED

COMPENSATION ACCOUNT

Section�1.1 Establishment of Account. The Company shall establish one or more Accounts for each Participant which shall be utilized solely as a device to measure and determine the amount of deferred compensation to be paid under the Plan.

Section�1.2 Property of Company. Any amounts set aside for benefits payable under the Plan are the property of the Company, except, and to the extent, provided in the Trust.

ARTICLE�2

��DEFINITIONS, GENDER, AND NUMBER

Section�2.1 Definitions. Whenever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning, and when a defined meaning is intended, the term is capitalized.

2.1.1 �Account� means a bookkeeping account established by the Company on its books and records to record and determine the benefits payable to a Participant or Beneficiary under the Plan. The Company shall establish a separate Account on behalf of a Participant for:

(a) Each Deferral Election Agreement entered into by the Participant pursuant to Section�4.1.1, termed an �Elective Deferral Account;�

(b) Each Company Contribution made on the Participant�s behalf pursuant to Section�4.1.2, termed a �Company Contribution Account;� and

(c) Each deferral of Stock Units made by the Participant under the Plan as in effect prior to January�1, 2005, as described in Article 6 herein, termed a �Deferred Stock Unit Account.�

The Committee may establish any number of sub-accounts on behalf of a Participant or Beneficiary as the Committee considers necessary or advisable for purposes of maintaining a proper accounting of amounts to be credited under the Plan on behalf of a Participant or Beneficiary.

2.1.2 �Affiliate� or �Affiliates� means the Company and any entity with which the Company would be considered a single employer under Section�414(b) of the Code (employees of controlled group of corporations) and Section�414(c) of the Code (employees of partnerships, proprietorships, etc., under common control).

2.1.3 �Base Salary,� of a Participant for any period, means the Participant�s total salary and wages from all Affiliates for such period, including any amount that would be included in the definition of Base Salary but for the individual�s election to defer some of his or her salary pursuant to the Plan or any other deferred compensation plan established by an Affiliate; but excluding disability pay and any other remuneration paid by Affiliates, such as overtime, incentive compensation, stock options, distributions of compensation previously deferred, restricted stock, allowances for expenses (including moving, travel expenses, and automobile allowances), and fringe benefits whether payable in cash or in a form other than cash. In the case of an individual who is a participant in a plan sponsored by an Affiliate that is described in Section�401(k), 125 or 132(f) of the Code, the term Base Salary shall include any amount that would be included in the definition of Base Salary but for the individual�s election to reduce his or her salary and have the amount of the reduction contributed to or used to purchase benefits under such plan. In the case of a Director, the term �Base Salary� shall mean the Director�s annual retainer, meeting fees, and any other amounts payable to the Director by the Company and its Affiliates for services performed as a Director, excluding any amounts distributable under the Plan or amounts not paid in cash.

�

2.1.4 �Beneficiary� or �Beneficiaries� means the persons or trusts designated by a Participant in writing pursuant to Section�5.4.1(b) of the Plan as being entitled to receive any benefit payable under the Plan by reason of the death of a Participant, or, in the absence of such designation, the persons specified in Section�5.4.1(c) of the Plan.

2.1.5 �Board� means the Board of Directors of the Company as constituted at the relevant time.

2.1.6 �Code� means the Internal Revenue Code of 1986, as amended from time to time and any successor statute. References to a Code section shall be deemed to be to that section or to any successor to that section.

2.1.7 �Committee� means the Committee or individual appointed by the Compensation Committee of the Board (or any person or entity designated by the Committee) to administer the Plan pursuant to Section�9.4.

2.1.8 �Company� has the meaning set forth in the preamble.

2.1.9 �Compensation,� with respect to a Participant, for any period means the sum of such Participant�s Base Salary and Incentive Compensation for such period; provided, however, that no such amount shall be treated as Compensation if it is paid or payable in respect of services to any �non-qualified entity� within the meaning of Section�457A of the Code.

2.1.10 �Deferral Election Agreement� means the agreement described in Section�4.1.1 in which the Participant designates the amount of his or her Compensation, if any, that he or she wishes to contribute to the Plan and acknowledges and agrees to the terms of the Plan.

2.1.11 �Director� means a member of the Board who is not an employee of the Company.

2.1.12 �Domestic Relations Order� has the meaning set forth in Section�414(p)(1)(B) of the Code.

2.1.13 �Elective Deferral� means a contribution to the Plan made by a Participant pursuant to a Deferral Election Agreement that the Participant enters into with the Company. Elective Deferrals shall be made according to the terms of the Plan set forth in Section�4.1.1.

2.1.14 �Eligible Employee� means any United States employee who is: (a)�an Officer or a Vice President of the Company or an Affiliate; (b)�a member of the Sales Force of a Participating Affiliate whose Compensation for the Participating Affiliate�s fiscal year ending immediately prior to the date on which he or she first enters into a Deferral Election Agreement equals or exceeds the dollar amount set forth on Schedule A, hereto, which schedule may be revised from time to time by the Company�s Chief Executive Officer in his or her discretion; or (c)�any individual designated as eligible to participate in the Plan by the Company�s Chief Executive Officer. Notwithstanding the preceding sentence, in order for an employee to be an �Eligible Employee,� he or she must be considered to be a member of a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(3), and 401(a)(1) of ERISA and rules established by the Committee. The Company may make such projections or estimates as it deems desirable in applying the eligibility requirements, and its determination shall be conclusive.

�

2.1.15 �Enrollment Period� means the period designated by the Company during which a Deferral Election Agreement may be entered into with respect to an Eligible Employee�s Compensation as described in Section�4.1.1. Generally, the Enrollment Period must end no later than the end of the calendar year before the calendar year (or in the case of a Director, the Company�s fiscal year) in which the services giving rise to the Compensation to be deferred are performed. As described in Section�4.1.1, an exception may be made to this requirement for individuals who first become eligible to participate in the Plan, and may be made in the case of Elective Deferrals from certain types of Incentive Compensation considered to be Performance-Based Compensation, as determined by the Committee from time to time. In addition, other exceptions may be made by the Company from time to time consistent with the requirements of Section�409A.

2.1.16 �ERISA� means the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute. References to an ERISA section shall be deemed to be to that section or to any successor to that section.

2.1.17 �Event� means an event of change in control of the Company, as defined in the Trust.

2.1.18 �Incentive Compensation,� of a Participant for any period, means the total remuneration of the Participant from all Affiliates for the period under the various incentive compensation programs maintained by Affiliates, including, but not limited to, commissions, the cash portion of the Medtronic, plc 2003 Long-Term Incentive Plan (or any successor thereto) and any amount that would be included in the definition of Incentive Compensation but for the individual�s election to defer some or all of his or her Incentive Compensation pursuant to the Plan or any other deferred compensation plan established by an Affiliate, but excluding any other type of remuneration paid by Affiliates, such as Base Salary, overtime, stock options, distributions of compensation previously deferred, restricted stock, allowances for expenses (including moving expenses, travel expenses, and automobile allowances), and fringe benefits whether payable in cash or in a form other than cash. In the case of an individual who is a participant in a plan sponsored by an Affiliate that is described in Section�401(k), 125 or 132(f) of the Code, the term Incentive Compensation shall include any amount that would be included in the definition of Incentive Compensation but for the individual�s election to reduce his or her Incentive Compensation and have the amount of the reduction contributed to or used to purchase benefits under such plan. The Committee shall designate from time to time those items of a Participant�s Compensation deemed to be Incentive Compensation.

2.1.19 �Officer or Vice President� means an employee who is either elected by the Board or appointed by the Company�s Chief Executive Officer to such position.

2.1.20 �Participant� means an individual who is eligible to participate in the Plan and who has satisfied the requirements set forth in Section�3.2.

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2.1.21 �Participating Affiliate� or �Participating Affiliates� means the Company and such Affiliates as may be designated by the Chief Executive Officer of the Company, or his designee, from time to time.

2.1.22 �Performance-Based Compensation,� of a Participant for a period, means the Incentive Compensation of the Participant for such period where the amount of, or entitlement to, the Incentive Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than 90 days after the commencement period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-based compensation may include payment based on performance criteria that are not approved by the Board or the Compensation Committee of the Board or by the stockholders of the Company. Performance-Based Compensation does not include any amount or portion of any amount that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria are established.

2.1.23 �Plan� means the �Medtronic plc Capital Accumulation Plan Deferral Program,� as set forth herein and as amended or restated from time to time.

2.1.24 �Plan Year� means the 12-month period commencing each January�1 and ending the following December�31.

2.1.25 �Restatement Date� means January�26, 2015, the effective date of this restatement.

2.1.26 �Retirement,� of a Participant who is an Eligible Employee, means the Participant�s Separation from Service on or after the last day of the calendar month in which he or she attains age 55. In the case of a Director, �Retirement� shall mean the Participant�s Separation from Service for any reason.

2.1.27 �Sales Force� means employees of Participating Affiliates whose primary employment responsibilities involve selling the products manufactured by Participating Affiliates.

�

leave exceeds six months and the individual does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the Company may substitute a 29-month period of absence for such six-month period.

Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Affiliate and the Participant reasonably anticipated that no further services will be performed after a certain date or that the level of bona fide services the Participant will perform after such date (whether as an employee or independent contractor) will permanently decrease to no more than 40 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period (or the full period of services if the Participant has been providing services for less than 36 months).

Notwithstanding anything in Section�2.1.2 to the contrary, in determining whether a Participant has had a Separation from Service with an Affiliate, an entity�s status as an �Affiliate� shall be determined substituting �50 percent� for �80 percent� each place it appears in Section�1563(a)(1),(2), and (3)�and in Treasury Regulation Section�1.414(c)-2.

The Company shall have discretion to determine whether a Participant has experienced a Separation from Service in connection with an asset sale transaction entered into by the Company or an Affiliate, provided that such determination conforms to the requirements of Section�409A and the regulations and other guidance issued under such section, in which case the Company�s determination shall be binding on the Participant.

A Director is considered to have a Separation from Service when he or she ceases to perform services as a Director and the Company does not then anticipate that the Director will continue to perform services for any Affiliate. Notwithstanding the foregoing, if a Participant provides services both as a Director and an employee, the services provided as a Director are not taken into account in determining whether the Participant has a Separation from Service as an employee for purposes of the Plan contributions made with respect to services performed as an employee, and the services provided as an employee are not taken into account for purposes of determining whether the Participant has had a Separation from Service for purposes of Plan contributions made with respect to services performed as a Director.

2.1.29 �Section 409A� means section 409A of the Internal Revenue Code, as amended from time to time and any successor statute.

2.1.30 �Specified Employee� means an employee of an Affiliate who is subject to the six-month delay rule described in Section�409A(2)(B)(i) of the Code. The Company shall establish a written policy for identifying Specified Employees in a manner consistent with Section�409A, which policy may be amended by the Company from time to time as permitted by Section�409A.

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2.1.31 �Stock� means the Company�s common stock $.10 par value per share (as such par value may be adjusted from time to time).

2.1.32 �Stock Unit� means a notational unit representing the right to receive a share of Stock.

2.1.33 �Trust� means the Medtronic plc Compensation Trust Agreement Number One, as may be amended from time to time.

Section�2.2 Gender and Number. Except as otherwise indicated by context, masculine terminology used herein also includes the feminine and neuter, and terms used in the singular may also include the plural.

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ARTICLE�3��PARTICIPATION

Section�3.1 Who May Participate. Participation in the Plan is limited to Eligible Employees and Directors.

Section�3.2 Time and Conditions of Participation. An Eligible Employee or Director shall become a Participant only upon his or her compliance with such terms and conditions as the Committee may from time to time establish for the implementation of the Plan, including, but not limited to, any condition the Committee may deem necessary or appropriate for the Company to meet its obligations under the Plan.

Section�3.3 Termination and Suspension of Participation. Once an individual has become a Participant, participation shall continue until payment in full of all benefits to which the Participant or Beneficiary is entitled under the Plan.

Section�3.4 Missing Persons. Each Participant and Beneficiary entitled to receive benefits under the Plan shall be obligated to keep the Company informed of his or her current address until all Plan benefits that are due to be paid to the Participant or Beneficiary have been paid to him or her. If, after having made reasonable efforts to do so, the Company is unable to locate the Participant or Beneficiary for purposes of making a distribution, the Participant�s or Beneficiary�s Plan benefit will be forfeited. In no event will a Participant�s or Beneficiary�s benefit be paid to him or her later than the date otherwise required by the Plan.

Section�3.5 Relationship to Other Plans. Participation in the Plan shall not preclude participation of the Participant in any other fringe benefit program or plan sponsored by an Affiliate for which such Participant would otherwise be eligible.

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ARTICLE�4��ENTRIES�TO�ACCOUNT

Section�4.1 Contributions.

4.1.1 Deferrals. A Participant may elect to reduce his or her Compensation for a Plan Year and have the amount of the reduction contributed to the Plan on the Participant�s behalf as an Elective Deferral. A Participant wishing to make an Elective Deferral under the Plan for a Plan Year shall enter into a Deferral Election Agreement during the Enrollment Period

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immediately preceding the Plan Year. A separate Deferral Election Agreement must be entered into for each Plan Year that a Participant wishes to make Elective Deferrals under the Plan. The Committee may require that a Participant enter into a separate Deferral Election Agreement for Base Compensation and Incentive Compensation that he or she wishes to defer and, if the Participant is eligible to receive more than one type of Incentive Compensation, that he or she enter into a separate Deferral Election Agreement for each type of Incentive Compensation he or she is eligible to receive. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Company at the time and in the manner specified by the Committee, which may be no later than the last day of the Enrollment Period. The Company shall not accept Deferral Election Agreements entered into after the end of the Enrollment Period. Notwithstanding anything in this paragraph to the contrary, in the case of a Director, the Deferral Election Agreement will apply to the Company�s fiscal year that begins in the Plan Year immediately following the Enrollment Period.

For the Plan Year in which an individual first becomes eligible to participate in the Plan, the Committee may, in its discretion, allow the individual to enter into a Deferral Election Agreement within 30 days after he or she first becomes eligible. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee on or before the 30-day period has elapsed. The Committee will not accept Deferral Election Agreements entered into after the 30-day period has elapsed. If the eligible individual fails to complete a Deferral Election Agreement by such time, he or she may enter into a Deferral Election Agreement during any succeeding Enrollment Period in accordance with the rules described in the preceding paragraph. For Compensation that is earned based upon a specified performance period (for example an annual bonus) where a Deferral Election Agreement is entered into in the first year of eligibility but after the beginning of the performance period, the Deferral Election Agreement must apply to Compensation paid for services performed after the Deferral Election Agreement is entered into. For this purpose, a Deferral Election Agreement will be deemed to apply to Compensation paid for services performed after the Deferral Election Agreement is entered into if the Deferral Election Agreement applies to no more than an amount equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the Deferral Election Agreement is entered into over the total number of days in the performance period. The term �Plan,� for purposes of this paragraph, means the Plan and any other plan required to be aggregated with the Plan pursuant to Section�409A and the regulations and other guidance under such section.

Except as otherwise specified in this Section�4.1.1, a Deferral Election Agreement will be effective to defer Compensation earned after the Deferral Election Agreement is entered into, and not before.

Deferral Election Agreements for Base Salary and Incentive Compensation other than Performance-Based Compensation must be completed and submitted to the Company at the time described above that is ordinarily applicable to Deferral Election Agreements (subject to the exception for individuals who are newly eligible to participate). Deferral Election Agreements for Incentive Compensation that is Performance-Based Compensation must be completed and submitted to the Company no later than six months before the end of the performance period for the Incentive Compensation; provided, however, that in order for such an election to be valid the Participant must perform services continuously from the beginning of the performance period (or

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the date the performance criteria are established, if later) through the date the Deferral Election Agreement is entered into, and provided, further, that in no event may a Deferral Election Agreement be effective to defer Incentive Compensation after the Incentive Compensation has become reasonably ascertainable. For purposes hereof, if Incentive Compensation is a specific or calculable amount, the Incentive Compensation is readily ascertainable if and when the amount is first substantially certain to be paid. If the Incentive Compensation is not a specific or calculable amount (for example, the amount may vary based upon the level of performance) the Incentive Compensation, or any portion thereof, is readily ascertainable when the amount is both calculable and substantially certain to be paid. Accordingly, in general, any minimum amount that is both calculable and substantially certain to be paid will be treated as readily ascertainable. The Committee shall determine from time to time whether an item of Incentive Compensation is considered Performance-Based Compensation for these purposes.

Each Deferral Election Agreement shall specify the amount of Compensation the Participant wishes to have deducted from his or her Compensation and contributed to the Plan by type and percentage or dollar amount, subject to the following rules:

(a) Base Compensation. Each Participant may elect to make an Elective Deferral under the Plan for each Plan Year (fiscal year of the Company, in the case of a Director) in an amount equal to any whole percentage or dollar amount not in excess of 50% (100% in the case of a Director) of his or her Base Compensation (determined on a pay period basis).

(b) Incentive Compensation. Each Participant may elect to make an Elective Deferral under the Plan for each Plan Year in an amount equal to any whole percentage or dollar amount not in excess of 100% of his or her Incentive Compensation.

(c) Minimum Elective Deferral. The Committee may from time to time establish a minimum amount that may be deferred by a Participant pursuant to this Section�4.1.1 for any Plan Year.

The Company shall establish an Elective Deferral Account for each Elective Deferral Agreement entered into by a Participant, and if more than one type of Compensation is deferred under a Deferral Election Agreement, for each separate type of Compensation deferred. Elective Deferrals made under the Elective Deferral Agreement shall be credited to the Account as soon as administratively reasonable after the Compensation would have been paid to the Participant had the Participant not elected to defer it under the Plan.

In general, a Deferral Election Agreement shall become irrevocable as of the last day of the Enrollment Period applicable to it. However, if a Participant incurs an �unforeseeable emergency,� as defined in Section�5.4.5(g), or becomes entitled to receive a hardship distribution pursuant to Treas. Reg. Sec. 1.401(k)-1(d)(3) after the Deferral Election Agreement otherwise becomes irrevocable, the Deferral Election Agreement shall be cancelled as of the date on which the Participant is determined to have incurred the unforeseeable emergency or becomes eligible to receive the hardship distribution and no further Elective Deferrals will be made under it. In addition, if a Participant becomes �disabled� (as defined below), the Company may, in its discretion, cancel the Participant�s Deferral Election Agreement then in effect, provided that

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such cancellation is made no later than end of the Plan Year, or if later, the 15th day of the third month following the date on which the Participant becomes disabled, and provided, further that the Company does not allow the Participant a direct or indirect election regarding the cancellation. For purposes of the preceding sentence, �disability� means any medically determinable physical or mental impairment resulting in the Participant�s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

At the time a Participant enters into a Deferral Election Agreement, the Participant shall, as part of such agreement, elect the time, and if applicable the form, of distribution of the Elective Deferral Account or Accounts corresponding to the Deferral Election Agreement in accordance with Section�5.1.

Notwithstanding any other provision of the Plan, no amount may be deferred under the Plan if such deferral would violate the provisions of Section�457A of the Code by virtue of being paid or payable in respect of services to any �non-qualified entity� within the meaning of Section�457A of the Code.

4.1.2 Company Contributions. The Company may make a contribution to an Account under the Plan on behalf of one or more Eligible Employees or Directors in such amount and at such time and based upon such criteria as the Company, in its sole and absolute discretion, deems appropriate or desirable. The Company shall establish a separate Company Contribution Account for each Participant for each contribution made by the Company on the Participant�s behalf pursuant to this Section�4.1.2. The Company Contribution shall be credited to this Account at the time and in the manner specified by the Committee. At the time a Company Contributions Account is established, the Company shall specify the time and manner in which it will be distributed to the Participant.

Section�4.2 Crediting Rate. The Committee shall designate the manner in which a Participant�s Elective Deferral Accounts and Company Contribution Accounts are to be credited with gains and losses as described on Schedule B hereto, which Schedule may be amended from time to time in the Committee�s discretion. If the Committee designates specific investment funds to serve as an index for crediting gains and losses to such Accounts: (a)�the Participant shall be entitled to designate which such fund or funds shall be used to measure gains and losses on such Accounts and to change such designation in accordance with rules established by the Committee (in which case, such change shall be effective prospectively); (b)�the Accounts will be credited with gains and losses as if invested in such fund or funds in accordance with the Participant�s designation and the rules established by the Committee; and (c)�the Committee may, in its sole discretion, eliminate any investment fund or funds previously designated by it, substitute a new investment fund or funds therefore, or add an investment fund or funds, at any time. If the Committee makes any such investment funds available for this purpose, the Company shall have no obligation to actually invest any amounts in any such investment funds.

Section�4.3 Vesting. Each Elective Deferral Account will be fully vested immediately. Each Company Contribution Account will vest in the manner specified by the Company at the time the Company Contribution Account is established.

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ARTICLE�5��DISTRIBUTION�OF�ACCOUNTS

Section�5.1 Distribution of Elective Deferrals Accounts.

5.1.1 Time of Distribution. A Participant shall be entitled to elect whether distribution of an Elective Deferral Account shall begin at: (a)�a specified future date, which must be at least five years after the first day of the Plan Year (or in the case of a Director, the first day of the Company�s fiscal year, and in the case of a deferral of Performance-Based Compensation, the first day of the last year of a performance cycle) to which the Deferral Election Agreement applies; or (b)�the Participant�s Retirement. If the Participant elects to have distribution commence at a specified future date, the distribution commencement date must be specified in his or her Deferral Election Agreement in which case distribution will commence to the Participant no later than the end of the Plan Year, or if later, the 15th day of the third calendar month, following the specified date. If the Participant elects to have distributions commence at his or her Retirement, distribution will commence to the Participant within 90 days after his or her Retirement. If the Participant does not specify the distribution commencement date of an Elective Deferral Account, the Participant will be deemed to have elected to have distribution of the Elective Deferral Account commence at his or her Retirement.

5.1.2 Form of Distribution. If a Participant elects to have distribution of an Elective Deferral Account commence at a specified date, the Elective Deferral Account will be distributed to the Participant in a lump sum. If the Participant elects to have distribution of an Elective Deferral Account commence at Retirement, the Participant shall elect the form of distribution from those specified below:

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(a)

lump sum; or

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(b)

monthly installments over five, ten or 15 years.

Section�5.2 Distribution of Company Contribution Account. Distribution to a Participant of a Company Contribution Account shall be made at the time and in the manner specified by the Company at the time the Participant first has a legally binding right to the amounts credited to the Account, subject to Sections 5.3 and 5.4.

Section�5.3 Subsequent Election to Change Payment Terms. A Participant may modify a Deferral Election Agreement, and the distribution terms specified by the Company with respect to a Company Contribution Account, to postpone the distribution commencement date of the Account to a later date and, in the case of an Account whose distribution is scheduled to commence at Retirement, change the form of distribution to another form permitted under Section�5.1.2. In order to be effective, the requested modification must: (a)�be in writing and be submitted to the Company at the time and in the manner specified by the Committee; (b)�not take effect for at least 12 months from the date on which it is submitted to the Company; (c)�in the case of an Account whose distribution is scheduled to commence at a specified date pursuant to clause (a)�of Section�5.1.1, be submitted to the Company at least 12 months prior to the specified date; and (d)�specify a new distribution commencement date that is no earlier than five years after the date distribution would otherwise have commenced. For purposes hereof, if the �specified date� referred to in clause (a)�of Section�5.1.1 is a Plan Year rather than a specified date within a Plan Year, the �specified date� shall be deemed to be the first day of the Plan Year.

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Section�5.4 Exception to Payment Terms. Notwithstanding anything in this Article 5 or a Participant�s Deferral Election Agreement to the contrary, the following terms, if applicable, shall apply to the payment of a Participant�s Elective Deferral Accounts and Company Contribution Accounts.

5.4.1 Death.

(a) Time and Form of Payment. In the event a Participant dies while there are amounts remaining in an Account, the Account (or the remaining balance of the Account if distributions have commenced) shall be paid to the Participant�s Beneficiary in a lump sum within 90 days after the Participant�s death.

(b) Designation by Participant. Each Participant has the right to designate primary and contingent Beneficiaries for death benefits payable under the Plan. Such Beneficiaries may be individuals or trusts for the benefit of individuals. A Beneficiary designation by a Participant shall be in writing on a form acceptable to the Committee and shall only be effective upon delivery to the Company. A Beneficiary designation may be revoked by a Participant at any time by delivering to the Company either written notice of revocation or a new Beneficiary designation form. The Beneficiary designation form last delivered to the Company prior to the death of a Participant shall control.

(c) Failure to Designate Beneficiary. In the event there is no Beneficiary designation on file with the Company at the Participant�s death, or if all Beneficiaries designated by a Participant have predeceased the Participant, any benefits payable pursuant to this Section�5.4.1 will be paid to the Participant�s surviving spouse, if living; or if the Participant does not leave a surviving spouse, to the Participant�s surviving issue by right of representation; or, if there are no such surviving issue, to the Participant�s estate.

5.4.2 Separation from Service. If a Participant has a Separation from Service other than due to Retirement or death, the Participant shall receive the balance in each of his or her Accounts in the form of monthly installments over a five-year period, regardless of any payment election the Participant may have made under the Plan. Payments pursuant to this Section�5.4.2 shall commence within 90 days after the Participant�s Separation from Service.

5.4.3 Small Account Balances. If at any time the present value of any benefit under the Plan that would be considered a �single plan� under Treasury Regulation Section�1.409A-1(c)(2) together with the present value of any benefit required to be aggregated with such benefit under Treasury Regulation Section�1.409A-1(c)(2), is less than the dollar limit set forth in Section�402(g) of the Code, the Company may, in its discretion, distribute such benefit (or benefits) to the Participant in the form of a lump sum, provided that the payment results in the liquidation of the entirety of the Participant�s interest under the �single plan,� including all benefits required to be aggregated as part of the �single plan� under Treasury Regulation Section�1.409A-1(c)(2).

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5.4.4 Delay in Distributions.

(a) Except as set forth in Section�5.4.5, if a Participant is a Specified Employee as of the date of his or her Separation from Service, any distributions that under the terms of the Plan are to commence to the Participant on his or her Separation from Service (�separation distributions�) shall commence within 90 days after the Participant�s �delayed distribution date� (as defined below). In this case, the Company shall, in its discretion, determine whether the first separation distribution to the Participant shall include the aggregate amount of any separation distributions that, but for this paragraph (a), would have been paid to the Participant from the date of his or her Separation from Service until the delayed distribution date, or whether each separation distribution shall be delayed for six months. For purposes of this paragraph (a), a Specified Employee�s �delayed distribution date� is the first day of the seventh month following the Participant�s Separation from Service, or if earlier, the date of the Participant�s death.

(b) A payment under the Plan may be delayed by the Company under any of the following circumstances so long as all payments to similarly situated Participants are treated on a reasonably consistent basis:

(i) The Company reasonably anticipates that if such payment were made as scheduled, the Company�s deduction with respect to such payment would not be permitted under Section�162(m) of the Code, provided that the payment is made either during the first Plan Year in which the Company reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section�162(m) or during the period beginning with the date of the Participant�s Separation from Service and ending on the later of the last day of the Company�s fiscal year in which the Participant has a Separation from Service or the 15th day of the third month following the Separation from Service.

(ii) The Company reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law, provided that the payment is made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation.

(iii) Upon such other events as determined by the Company and according to such terms as are consistent with Section�409A or are prescribed by the Commissioner of Internal Revenue.

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5.4.5 Acceleration of Distributions. The Company may, in its discretion, distribute all or a portion of a Participant�s Accounts at an earlier time and in a different form than specified above in this Article 5 under the circumstances described below:

(a) As may be necessary to fulfill a Domestic Relations Order. Distributions pursuant to a Domestic Relations Order shall be made according to administrative procedures established by the Company.

(b) To the extent reasonably necessary to avoid the violation of ethics laws or conflict of interest laws pursuant to Section�1.409A-3(j)(ii) of the Treasury regulations.

(d) To pay the amount required to be included in income as a result of the Plan�s failure to comply with Section�409A.

(e) If the Company determines, in its discretion, that it is advisable to liquidate the Plan in connection with a termination of the Plan pursuant to Section�10.2, subject to Article 7.

(f) As satisfaction of a debt of the Participant to an Affiliate, where such debt is incurred in the ordinary course of the service relationship between the Affiliate and the Participant, the entire amount of the reduction in any Plan Year does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

(g) If the Participant has an unforeseeable emergency. For these purposes an �unforeseeable emergency� is a severe financial hardship to the Participant, resulting from an illness or accident of the Participant, the Participant�s spouse, the Beneficiary, or the Participant�s dependent (as defined in Section�152, without regard to Section�152(b)(1), (b)(2), and (d)(1)(B) of the Code); loss of the Participant�s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For example, the imminent foreclosure of or eviction from the Participant�s primary residence may constitute an unforeseeable emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the cost of prescription drug medication, may constitute an unforeseeable emergency. Finally, the need to pay for funeral expenses of a spouse, Beneficiary, or a dependent (as defined in Section�152, without regard to 152(b)(1), (b)(2), and (d)(1)(B) of the Code) may also constitute an unforeseeable emergency. Except as otherwise provided in this paragraph (g), the purchase of a home and the payment of college tuition are not unforeseeable emergencies. Whether a Participant or Beneficiary is faced with an unforeseeable emergency permitting a distribution under this paragraph (g)�is to be determined based on the relevant facts and circumstances of each case, but, in any case a distribution on account of an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant�s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by

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cessation of Elective Deferrals. Distributions because of an unforeseeable emergency must be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution). A determination of the amounts reasonably necessary to satisfy the emergency need must take into account any additional compensation that is available due to cancellation of the Participant�s Deferral Election Agreement pursuant to Section�4.1.1 as a result of this paragraph (g).

Notwithstanding anything in this Section�5.4.5 to the contrary, except for a Participant�s election to request a distribution due to an unforeseeable emergency under paragraph (g), above (which the Participant, in his or her discretion, may elect to make or not make), the Company shall not provide the Participant with discretion or a direct or indirect election regarding whether a payment is accelerated pursuant to this Section�5.4.5.

Section�5.5 Determination of Amount of Installment Payment. An Account to be distributed in the form of installments will be credited with gains and losses pursuant to Section�4.2 during the payout period. The dollar amount of each installment payment will be determined as follows. For the first Plan Year in which installment payments are to be made, the Account balance will be determined as of the distribution commencement date (taking into account any Elective Deferrals, vested Company contributions and gains and losses credited to the Account pursuant to Section�4.2 as of such date). For this year, the amount of each installment payment will be determined by dividing the Account balance, as so determined, by the total number of months that installment payments are required to be made to exhaust the Account. For each Plan Year thereafter, the dollar amount of each installment payment to be paid during the Plan Year will be determined once during the year, at the beginning of the Plan Year (the �Valuation Date�), by dividing the Account balance, determined as of the Valuation Date (taking into account gains and losses credited to the Account pursuant to Section�4.2 and payments that have been made from the Account as of such Valuation Date), by the total number of months remaining, determined as of such Valuation Date, that installment payments are required to be made to exhaust the Account.

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ARTICLE�6

��SPECIAL RULES FOR DEFERRED STOCK UNIT ACCOUNTS

Article 5 of the Plan, as in effect prior to January�1, 2005, permitted certain Participants to defer the gain they otherwise would have realized on the exercise of stock options granted to them by Medtronic and to convert that gain to the right to receive Stock at a future date, expressed in terms of Stock Units. Each deferral of Stock Units by a Participant was credited to a separate Deferred Stock Unit Account maintained by Medtronic on the Participant�s behalf under the Plan, which Account is credited with dividend equivalents in the manner determined by the Committee and distributed to the Participant at the time and manner elected by the Participant, subject to the terms of the Plan. Effective December�31, 2004, all deferrals of stock option gains ceased and no new Deferred Stock Unit Accounts were permitted to be established under the Plan. The Company shall continue to maintain and administer the Deferred Stock Unit Accounts established prior to January�1, 2005, according to Article 5 of the Plan as in effect immediately prior to January�1, 2005. The Deferred Stock Unit Accounts shall be treated as grandfathered under, and therefore not subject to, Section�409A of the Code.

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ARTICLE�7

��CHANGE IN CONTROL PROVISIONS

Section�7.1 Application of Article 7. To the extent applicable, the provisions of this Article 7 relating to an Event of change in control of the Company shall control, notwithstanding any other provision of the Plan to the contrary, and shall supersede any other provision of the Plan to the extent inconsistent with the provisions of this Article 7.

Section�7.2 Payments to and by the Trust. Pursuant to the terms of the Trust, the Company is required to make certain payments to the Trust if an Event occurs or if the Company determines that it is probable that an Event may occur. The obligation of the Company to make such payments shall be considered an obligation under the Plan; provided, however, that such obligation shall at all times be and remain subject to the terms of the Trust as in effect from time to time.

Section�7.3 Legal Fees and Expenses. The Company shall reimburse a Participant or his or her Beneficiary for all reasonable legal fees and expenses incurred by such Participant or Beneficiary after the date of an Event in seeking to obtain any right or benefit provided by the Plan; provided, however, that: (a)�any such reimbursement shall be made during a period not to exceed 20 years following the date of the Event; (b)�the amount eligible for reimbursement during a taxable year of the Participant or Beneficiary shall not affect the amount eligible for reimbursement in any other taxable year; (c)�the reimbursement is made on or before the last day of the Participant�s or Beneficiary�s taxable year following the taxable year in which the legal fees and expenses are incurred; and (d)�the right to reimbursement is not subject to liquidation or exchange for another benefit.

Section�7.4 Late Payment and Additional Payment Provisions. If, after the date of an Event, the Company delays a payment required to be made under the Plan past the final date that the payment was due to be made, the amount of each such delayed payment shall be credited with interest at the rate of five percent per year, compounded quarterly, from the date on which the distribution was required to be made under the terms of the Plan until the actual date of the distribution. In the event that this interest is to be credited for some period less than a full calendar quarter, the interest shall be determined and compounded for the fractional quarter. This interest represents a late payment penalty for the delay in payment and is intended to supplement any other interest or gains credited to a Participant�s Account under the Plan.

Any benefit payments made by the Company after the date on which a benefit distribution was required to be made under the terms of the Plan shall be applied first against the first due of such benefit distributions (with application first against any applicable late payment penalty and next against the benefit amount itself) until fully paid, and next against the next due of such payments in the same manner, and so forth, for purposes of calculating the late payment penalties hereunder.

In the event that payment of benefits has commenced to a Participant or Beneficiary prior to the date of an Event, then the date on which distribution was required to be made under the terms of the Plan shall be determined with reference to the payment provision that was in effect prior to the date of the Event. No adjustment may be made to any payment form which was in effect prior to the date of an Event with respect to any Account which would have the effect of delaying payments otherwise to be made under the payment form or otherwise increasing the period of time over which payments are to be made, except as elected by the Participant pursuant to the Plan.

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Participants and their Beneficiaries shall be entitled to benefit payments under the Plan plus the late payment penalty referred to hereinabove first from the Trust and secondarily from the Company, as otherwise provided in Section�7.2.

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ARTICLE�8

��FUNDING

Section�8.1 Source of Benefits. All benefits under the Plan shall be paid when due by the Company out of its assets or from the Trust.

Section�8.2 No Claim on Specific Assets. No Participant shall be deemed to have, by virtue of being a Participant in the Plan, any claim on any specific assets of the Company such that the Participant would be subject to income taxation on his or her benefits under the Plan prior to distribution and the rights of Participants and Beneficiaries to benefits to which they are otherwise entitled under the Plan shall be those of an unsecured general creditor of the Company.

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ARTICLE�9

��ADMINISTRATION

Section�9.1 Administration. The Plan shall be administered by the Committee. The Company shall bear all administrative costs of the Plan other than those specifically charged to a Participant or Beneficiary.

Section�9.2 Powers of Committee. In addition to the other powers granted under the Plan, the Committee shall have all powers necessary to administer the Plan, including, without limitation, powers to:

(a) interpret the provisions of the Plan;

(b) establish and revise the method of accounting for the Plan and to maintain the Accounts; and

Section�9.3 Actions of the Committee. Except as modified by the Board, the Committee (including any person or entity to whom the Committee has delegated duties, responsibilities or authority, to the extent of such delegation) has total and complete discretionary authority to determine conclusively for all parties all questions arising in the administration of the Plan, to interpret and construe the terms of the Plan, and to determine all questions of eligibility and status of employees, Participants and Beneficiaries under the Plan and their respective interests. Subject to the claims procedures of Section�9.6, all determinations, interpretations, rules and decisions of the Committee (including those made or established by any person or entity to whom the Committee has delegated duties, responsibilities or authority, if made or established pursuant to such delegation) are conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.

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Section�9.4 Delegation. The Committee, or any officer designated by the Committee, shall have the power to delegate specific duties and responsibilities to officers or other employees of the Company or other individuals or entities. Any delegation may be rescinded by the Committee at any time. Each person or entity to which a duty or responsibility has been delegated shall be responsible for the exercise of such duty or responsibility and shall not be responsible for any act or failure to act of any other person or entity.

Section�9.5 Reports and Records. The Committee, and those to whom the Committee has delegated duties under the Plan, shall keep records of all their proceedings and actions and shall maintain books of account, records, and other data as shall be necessary for the proper administration of the Plan and for compliance with applicable law.

Section�9.6 Claims Procedure. The Committee shall notify a Participant in writing within 90 days of the Participant�s written application for benefits of his or her eligibility or non-eligibility for benefits under the Plan. If the Committee determines that a Participant is not eligible for benefits or full benefits, the notice shall set forth: (a)�the specific reasons for such denial; (b)�a specific reference to the provision of the Plan on which the denial is based; (c)�a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed; and (d)�an explanation of the Plan�s claims review procedure and other appropriate information as to the steps to be taken if the Participant wishes to have his or her claim reviewed. If the Committee determines that there are special circumstances requiring additional time to make a decision, the Committee shall notify the Participant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period. If a Participant is determined by the Committee to be not eligible for benefits, or if the Participant believes that he or she is entitled to greater or different benefits, the Participant shall have the opportunity to have his or her claim reviewed by the Committee by filing a petition for review with the Committee within 60 days after receipt by the Participant of the notice issued by the Committee. If a Participant does not appeal on time, the Participant will lose the right to appeal the denial and the right to file suit under ERISA, and the Participant will have failed to exhaust the Plan�s internal administrative appeal process, which is generally a prerequisite to bringing suit. Said petition shall state the specific reasons the Participant believes he or she is entitled to benefits or greater or different benefits. Within 60 days after receipt by the Committee of said petition, the Committee shall afford the Participant (and his or her counsel, if any) an opportunity to present the Participant�s position to the Committee orally or in writing, and the Participant (or his or her counsel) shall have the right to review the pertinent documents, and the Committee shall notify the Participant of its decision in writing within said 60-day period, stating specifically the basis of the decision written in a manner calculated to be understood by the Participant and the specific provisions of the Plan on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Committee, but notice of this deferral shall be given to the Participant. In the event an appeal of a denial of a claim for benefits is denied, any lawsuit to challenge the denial of such claim must be brought within one year of the date the Committee has rendered a final decision on the appeal.

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ARTICLE�10

��AMENDMENTS AND TERMINATION

Section�10.1 Amendments. The Company, by action of the Compensation Committee of the Board, or the Chief Executive Officer or the Senior Vice President of Human Resources of the Company, to the extent authorized by the Compensation Committee of the Board, may amend the Plan, in whole or in part, at any time and from time to time. Any such amendment shall be filed with the Plan documents. No amendment, however, may be effective to reduce a Participant�s vested Account balances immediately before the date of such amendment, except that the Company may change investment funds pursuant to Section�4.2.

Section�10.2 Termination. The Company reserves the right to terminate the Plan at any time by action of the Compensation Committee of the Board. Upon termination of the Plan, all Elective Deferrals and Company contributions will cease and no future Elective Deferrals or Company contributions will be made. Termination of the Plan shall not operate to eliminate or reduce a Participant�s vested Account balances.

If the Plan is terminated, payments from the Accounts of all Participants and Beneficiaries shall be made at the time and in the manner specified in Articles 5 and 6, except as otherwise determined by the Company at the time of termination, subject to Article 7 and to the requirements of Section�409A.

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ARTICLE�11

��MISCELLANEOUS

Section�11.1 No Guarantee of Employment or Contract to Perform Services. Neither the adoption and maintenance of the Plan nor the execution by the Company of a Deferral Election Agreement with any Participant shall be deemed to be a contract of employment or for the performance of services between an Affiliate and any Participant. Nothing contained herein shall give any Participant the right to be retained in the employ of an Affiliate or to perform services for an Affiliate, or to interfere with the right of an Affiliate to discharge any Participant at any time; nor shall it give an Affiliate the right to require any Participant to remain in its employ or to perform services for it or to interfere with the Participant�s right to terminate his or her employment or performance of services at any time.

Section�11.2 Release. Any payment of benefits to or for the benefit of a Participant or a Participant�s Beneficiary that is made in good faith by the Company in accordance with the Company�s interpretation of its obligations under the Plan shall be in full satisfaction of all claims against the Company for benefits under the Plan to the extent of such payment.

Section�11.3 Notices. Any notice permitted or required under the Plan shall be in writing and shall be hand-delivered or sent, postage prepaid, by first class mail, or by certified or registered mail with return receipt requested, to the principal office of the Company, if to the Company, or to the address last shown on the records of the Company, if to a Participant or Beneficiary. Any such notice shall be effective as of the date of hand-delivery or mailing.

Section�11.4 Nonalienation. No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, levy, attachment, or encumbrance of any kind by any Participant or Beneficiary, except with respect to a Domestic Relations Order.

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Section�11.5 Withholding. The Company may withhold from any payment of benefits or other compensation payable to a Participant or Beneficiary, or the Company may direct the trustee of the Trust to withhold from any payment of benefits to a Participant or Beneficiary, such amounts as the Company determines are reasonably necessary to pay any taxes or other amounts required to be withheld under applicable law.

Section�11.6 Captions. Article and section headings and captions are provided for purposes of reference and convenience only and shall not be relied upon in any way to construe, define, modify, limit, or extend the scope of any provision of the Plan.

Section�11.7 Applicable Law. The Plan and all rights under the Plan shall be governed by and construed according to the laws of the State of Minnesota, except to the extent such laws are preempted by the laws of the United States of America.

Section�11.8 Invalidity of Certain Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan and the Plan shall be construed and enforced as if such provision had not been included. The Plan is intended to comply in form and operation with Sections 409A and 457A of the Code, and shall be construed accordingly. If any provision of the Plan does not conform to the requirements of Sections 409A and 457A of the Code, the Plan shall be construed and enforced as if such provision had not been included.

Section�11.9 No Other Agreements. The terms and conditions set forth herein constitute the entire understanding of the Company and the Participants with respect to the matters addressed herein.

Section�11.10 Incapacity. In the event that any Participant is unable to care for his or her affairs because of illness or accident, any payment due may be paid to the Participant�s spouse, parent, brother, sister or other person deemed by the Committee to have incurred expenses for the care of such Participant, unless a duly qualified guardian or other legal representative has been appointed.

Section�11.11 Electronic Media. Notwithstanding anything in the Plan to the contrary, but subject to the requirements of ERISA, the Code, or other applicable law, any action or communication otherwise required to be taken or made in writing by a Participant or Beneficiary or by the Company or Committee shall be effective if accomplished by another method or methods required or made available by the Company or Committee, or their agent, with respect to that action or communication, including e-mail, telephone response systems, intranet systems, or the Internet.

Section�11.12 USERRA Compliance. The Participant and Company deferral and payment election requirements set forth in the Plan are deemed met to the extent a deferral election or payment election is provided to satisfy the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.

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SCHEDULE A

Minimum Compensation Level of Sales Force Members Considered to be

�Eligible Employees� Under the Plan

The minimum compensation level is the annual limit on compensation that can be taken into account for purposes of qualified retirement plans under Section�401(a)(17) of the Internal Revenue Code (as may be adjusted from time to time for cost of living pursuant to Section�401(a)(17)(B) of the Internal Revenue Code).

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A-1

SCHEDULE B

Manner of Crediting Gains and Losses to Elective Deferral Accounts and

Company Contribution Accounts Pursuant to Section�4.2

The Accounts of all Participants shall be credited with gains and losses as if invested in one or more of the investments funds listed below that are selected by the Company and communicated to the Participants from time to time, in the proportions designated by a Participant on an investment election form submitted to the Company by the Participant. The investment election form shall be submitted to the Company in the form and manner specified by the Committee, which may be electronically pursuant to Section�11.11. Until and unless changed by the Committee, Participants shall be permitted to change investment elections, generally, on a daily basis.

Medtronic Interest Income Fund

Vanguard Total Bond Market Index Fund

Vanguard Wellington Fund

Vanguard 500 Index Fund

Vanguard Windsor II Fund

Vanguard U.S. Growth Fund

Vanguard PRIMECAP Fund

Vanguard Extended Market Index Fund

Vanguard Explorer Fund

Vanguard International Growth Fund

Medtronic plc Stock Fund

Notwithstanding anything in this Schedule B to the contrary, the Accounts of Participants who have commenced distributions prior to January�1, 2006, shall continue to be credited with interest in the manner set forth in the Plan, as in effective prior to the Restatement Date.

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B-1

Exhibit 10.14

MEDTRONIC, INC.

CHANGE OF CONTROL SEVERANCE PLAN � SECTION 16B OFFICERS

(As Amended and Restated as of January�26, 2015)

WHEREAS, Medtronic, Inc., a Minnesota corporation (the �Company�) previously determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of certain key employees, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) and in that regard adopted the Medtronic, Inc. Change of Control Severance Plan (the �Plan�);

WHEREAS, the Company continues to believe that it is imperative to diminish the inevitable distraction of such key employees by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage such key employees� full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide such key employees with compensation and benefits arrangements upon a Change of Control which are competitive with those of other corporations and which ensure that the compensation and benefits expectations of such key employees will be satisfied;

WHEREAS, technical changes to the Plan are required in connection with the Transaction; and

NOW, THEREFORE, the Plan is hereby amended and restated as follows:

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Certain Definitions.

(a) The �Effective Date� shall mean the first date during the Change of Control Period (as defined in Section l(b)) on which a Change of Control occurs. Anything in this Plan to the contrary notwithstanding, if (i)�an Executive�s (as defined in Section�1(c)) employment with the Company is terminated by the Company, (ii)�the Date of Termination occurs prior to the date on which a Change of Control occurs, and (iii)�it is reasonably demonstrated by the Executive that such termination of employment (A)�was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (B)�otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Plan the �Effective Date� shall mean the date immediately prior to such Date of Termination.

(b) The �Change of Control Period� shall mean the period commencing on May�1, 2014 and ending on the third anniversary of such date; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the

�Renewal Date�), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall determine that the Change of Control Period shall not be so extended.

(c) �Executive� shall mean an individual who has been designated by the Board as a Section�16 officer of Medtronic plc for purposes of the Securities Exchange Act of 1934; provided, however, that no individual who is party to a severance, employment or other agreement providing severance benefits upon a Change of Control may be an Executive for purposes of the Plan.

(d) �Affiliate� shall mean any company controlled by, controlling or under common control with the Company.

(e) �Medtronic plc� shall mean Medtronic plc, an Irish public limited company.

2. Change of Control. For the purpose of this Plan, a �Change of Control� shall mean:

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(c) Consummation of a reorganization, merger, statutory share exchange or consolidation (or similar corporate transaction) involving Medtronic plc or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Medtronic plc, or the acquisition of assets or stock of another entity by Medtronic plc or any of its subsidiaries (each, a �Business Combination�), in each case, unless, immediately following such Business Combination, (i)�substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Ordinary Shares and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding ordinary shares (or, for a non-corporate entity, equivalent securities) and the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of (A)�the entity resulting from such Business Combination (the �Surviving Corporation�) or (B)�if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 80% or more of the voting securities eligible to elect directors of the Surviving Corporation (the �Parent Corporation�), in substantially the same proportion as their ownership, immediately prior to the Business Combination, of the Outstanding Ordinary Shares and the Outstanding Voting Securities, as the case may be, (ii)�no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the outstanding ordinary shares and the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii)�at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board�s approval of the execution of the initial agreement providing for such Business Combination; or

(d) Approval by the shareholders of Medtronic plc of a complete liquidation or dissolution of Medtronic plc.

3. Employment Period. The Company shall continue each Executive in its employ for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the �Employment Period�), provided that nothing stated in this Plan shall restrict the right of the Company or the Executive at any time to terminate the Executive�s employment, subject to the obligations of the Company provided for in this Plan in the event of such terminations. The Employment Period with respect to an Executive shall terminate upon such Executive�s termination of employment for any reason.

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Terms of Employment.

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(a)

Position and Duties.

(i) During the Employment Period, (A)�each Executive�s position (including titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and

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assigned at any time during the 90-day period immediately preceding the Effective Date; and (B)�each Executive�s services shall be performed at the location where such Executive was employed immediately preceding the Effective Date or any office or location less than 50 miles from such location.

(ii) Except as otherwise expressly provided in this Plan, during the Employment Period, and excluding any periods of vacation and sick leave to which an Executive is entitled, each Executive agrees, by acceptance of his or her participation in the Plan, to devote reasonable attention and time during normal business hours to the business and affairs of the Company. During the Employment Period, it shall not be a violation of this Plan for each Executive to (A)�serve on corporate, civic or charitable boards or committees, (B)�deliver lectures, fulfill speaking engagements or teach at educational institutions and (C)�manage personal investments, so long as such activities do not significantly interfere with the performance of such Executive�s responsibilities as an employee of the Company in accordance with this Plan. It is expressly understood and agreed that to the extent that any such activities have been conducted by such Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of such Executive�s responsibilities to the Company.

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(b)

Compensation.

(i) Base Salary. During the Employment Period, each Executive shall receive an annual base salary (�Annual Base Salary�) at an annual rate at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to such Executive by the Company and its Affiliates in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its Affiliates. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to an Executive under this Plan. Annual Base Salary shall not be reduced after any such increase and the term �Annual Base Salary� as utilized in this Plan shall refer to Annual Base Salary as so increased.

(ii) Annual Incentive Payments. In addition to Annual Base Salary, each Executive shall be paid, for each fiscal year ending during the Employment Period, an annual bonus (�Annual Bonus�) in cash at least equal to such Executive�s average annual or annualized (for any fiscal year consisting of less than 12 full months or with respect to which such Executive has been employed by the Company for less than 12 full months) award earned by such Executive, including any award earned but deferred, under the Company�s Executive Incentive Plan, as amended from time to time prior to the Effective Date (or under any predecessor, successor or replacement annual incentive plan of the Company or any of its Affiliates), for the last three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (the �Three-Year Average Bonus�). If such Executive has not been eligible to earn, or has not been employed, for each of the last three fiscal years immediately preceding

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the fiscal year during which the Effective Date occurs but has earned a bonus for at least one fiscal year during the last three fiscal years immediately preceding the fiscal year during which the Effective Date occurs, the �Three-Year Average Bonus� shall mean the average of any annual or annualized bonus actually earned over any such years. If such Executive has not been eligible to earn, or has not received, such a bonus for any fiscal year prior to the Effective Date, the �Three-Year Average Bonus� shall mean such Executive�s Target Annual Bonus for the year during which the Effective Date occurs. Each such Annual Bonus shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless such Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section�409A of the Internal Revenue Code of 1986, as amended (the �Code�).

(iii) Long-Term Cash and Equity Incentives, Savings Plans and Retirement Plans. During the Employment Period, each Executive shall be entitled to participate in all long-term cash incentive, equity incentive, savings and retirement plans, practices, policies and programs (any such arrangement a �Benefit Plan� for purposes of this Plan) applicable generally to other peer executives of the Company and its Affiliates, but in no event shall such Benefit Plans provide such Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its Affiliates for such Executive under such Benefit Plans as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to such Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliates.

(iv) Welfare Benefit Plans. During the Employment Period, each Executive and/or each Executive�s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare Benefit Plans provided by the Company and its Affiliates (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance Benefit Plans) to the extent applicable generally to other peer executives of the Company and its Affiliates, but in no event shall such Benefit Plans provide such Executive with benefits which are less favorable, in the aggregate, than the most favorable of such Benefit Plans in effect for such Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to such Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliates.

(v) Expenses. During the Employment Period, each Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by such Executive in accordance with the most favorable policies, practices and procedures of the Company and its Affiliates in effect for such Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to such Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

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(vi) Business Allowance. During the Employment Period, each Executive shall be entitled to a business allowance in accordance with the most favorable Benefit Plans of the Company and its Affiliates in effect for such Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to such Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

(vii) Office and Support Staff. During the Employment Period, each Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to such Executive by the Company and its Affiliates at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to such Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

(viii) Vacation. During the Employment Period, such Executive shall be entitled to paid vacations in accordance with the most favorable Benefit Plans of the Company and its Affiliates as in effect for such Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to such Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

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Termination of Employment.

(a) Death or Disability. An Executive�s employment shall terminate automatically upon an Executive�s death during the Employment Period. If the Company determines in good faith that the Disability of an Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to such Executive written notice in accordance with Section�12(b) of this Plan of its intention to terminate such Executive�s employment. In such event, such Executive�s employment with the Company shall terminate on the 30th day after receipt of such notice by the Executive (the �Disability Effective Date�), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive�s duties. For purposes of this Plan, �Disability� shall mean the absence of the Executive from the Executive�s duties with the Company and its Affiliates on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive�s legal representative (such agreement as to acceptability not to be unreasonably withheld).

(b) Cause. (i)�The Company may terminate an Executive�s employment during the Employment Period with or without Cause. For purposes of this Plan, �Cause� shall mean (A)�repeated violations by the Executive of the Executive�s obligations under Section�4(a) of this Plan (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive�s part, which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations; (B)�the conviction of the Executive of, or the Executive�s plea of guilty or no contest with respect to, a felony involving moral turpitude; or (C)�the Executive�s willful engagement in malfeasance, dishonesty, fraud or gross misconduct that is intended to, or does, result in a material detrimental effect on the reputation, business or financial condition of the Company or its Affiliates.

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(ii) For purposes of Section�5(b)(i)(A) and Section�5(b)(i)(C) of this Plan, no act, or failure to act, on the part of the Executive shall be considered �willful� unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive�s action or omission was in the best interests of the Company and its Affiliates. Any act, or failure to act, based upon (A)�authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of its Affiliates and is not publicly traded, the board of directors of the Parent Corporation (the �Applicable Board�), (B)�the instructions of the Chief Executive Officer of the Company or the Parent Corporation or a senior officer of the Company or the Parent Corporation or (C)�the advice of counsel for the Company or the Parent Corporation shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and its Affiliates. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding the Executive, if the Executive is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, the Executive is guilty of the conduct described in Section�5(b)(i)(A) and Section�5(b)(i)(C) of this Plan, and specifying the particulars thereof in detail.

(c) Good Reason. An Executive�s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. For purposes of this Plan, �Good Reason� shall mean:

(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive�s position (including titles and reporting requirements), authority, duties or responsibilities as contemplated by Section�4(a) of this Plan, or any diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of Medtronic plc ceasing to be a publicly traded entity or becoming a subsidiary), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii) any failure by the Company to comply with any of the provisions of Section�4(b) of this Plan, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii) the Company�s requiring the Executive to be based at any office or location other than that described in Section�4(a)(i)(B) of this Plan or the Company�s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

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(iv) any purported termination by the Company of the Executive�s employment otherwise than as expressly permitted by this Plan; or

(v) any failure by the Company to comply with and satisfy Section�11(c) of this Plan.

The Executive�s mental or physical incapacity following the occurrence of an event described above in clauses (i)�through (v)�shall not affect the Executive�s ability to terminate employment for Good Reason. The Executive shall not be deemed to have resigned for Good Reason unless (A)�the Executive provides written notice to the Company of the existence of the Good Reason event within ninety (90)�days after its initial occurrence; (B)�the Company is provided with thirty (30)�days after receipt of such notice in which to cure such Good Reason event and fails to do so; and (C)�the Executive effectively terminates employment within one hundred eighty (180)�days following the occurrence of the non-cured Good Reason event.

(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section�12(b) of this Plan. For purposes of this Plan, a �Notice of Termination� means a written notice which (i)�indicates the specific termination provision in this Plan relied upon, (ii)�to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive�s employment under the provision so indicated and (iii)�if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, respectively, shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive�s or the Company�s respective rights hereunder.

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Obligations of the Company upon Termination.

(a) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates an Executive�s employment other than for Cause, death or Disability or an Executive terminates employment for Good Reason, in lieu of further payments pursuant to Section�4(b) of this Plan with respect to periods following the Date of Termination, and subject to the execution (within 45 days following the Executive�s termination of employment) and non-revocation of a release in substantially the form used by the Company for substantially similar employees of the Company immediately prior to the Change of Control:

(i) the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination (provided, however, that if the release revocation period spans two years, to the extent required by Section�409A of the Code, the amounts shall be paid in the second of the two years) the aggregate of the following amounts:

(A) the sum of (1)�the Executive�s Annual Base Salary through the Date of Termination, and (2)�any accrued vacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses (1)�and (2), the �Accrued Obligations�);

(B) an amount equal to the product of (1)�the higher of (I)�the Three-Year Average Bonus and (II) the Annual Bonus paid or payable, including any portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive has been employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount, the �Highest Annual Bonus�), and (2)�a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, in lieu of any amounts otherwise payable pursuant to the Executive Incentive Plan solely with respect to the year in which the Date of Termination occurs (the �Pro-Rata Incentive Payment�); and

(C) the amount equal to the product of (1)�three; and (2)�the sum of (x)�the Executive�s Annual Base Salary, and (y)�the Highest Annual Bonus; and

(ii) the Executive�s benefits under the Company�s tax qualified retirement plan (the �Retirement Plan�) and any excess or supplemental retirement plan in which the Executive participates as of the Effective Date (or if more favorable to the Executive, as of the Date of Termination) (collectively, the �NRPS�) shall be calculated assuming that the Executive�s employment had continued for three years following the Date of Termination (such three-year period, the �Continuation Period�) and that during such period the Executive received service credit for all purposes under such plans and the Executive�s age increased by the number of years that the Executive is deemed to be so employed; provided, however, that in no event shall the Executive be entitled to age or service credit, as a result of the application of this Section�6(a)(ii), beyond the maximum age or maximum number of years of service credit, as applicable, permitted under the Retirement Plan or the NRPS; and

(iii) for the Continuation Period, or such longer period as any plan, program, practice or policy may provide (the �Benefit Continuation Period�), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive�s family at

�

least equal to, and at the same after-tax cost to the Executive and/or the Executive�s family (taking into account any applicable required employee contributions), as those which would have been provided to them in accordance with the Benefit Plans providing health care and life insurance benefits and at the benefit level described in Section�4(b)(iv) of this Plan if the Executive�s employment had not been terminated; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive�s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, further, that if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance benefits under another employer-provided plan, the health care and life benefits provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility. Following the end of the Benefit Continuation Period, the Executive shall be eligible for continued health coverage as required by Section�4980B of the Code or other applicable law (�COBRA Coverage�), as if the Executive�s employment with the Company had terminated as of the end of such period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section�6(a)(iii) and to cause the period of COBRA Coverage to commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree welfare benefits pursuant to the retiree welfare Benefit Plans, the Executive shall be considered to have remained employed until the end of the Employment Period (disregarding for purposes of such definition the Executive�s termination of employment) and to have retired on the last day of such period, and the Company shall cause the Executive to be eligible to commence in the applicable retiree welfare Benefit Plans as of the applicable benefit commencement date; and

Notwithstanding the foregoing provisions of Section�6(a)(i), in the event that (A)�the Executive is terminated (1)�following a Change of Control but prior to a change in ownership or control of the Company within the meaning of Section�409A of the Code, or (2)�more than two years following a change in ownership or control of the Company within the meaning of Section�409A of the Code, amounts payable to the Executive under Sections 6(a)(i)(B) and (C), to the extent not in excess of the amount that the Executive would have received under any other pre-Change of Control severance plan or arrangement with the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement, and the remainder shall be paid to the Executive in accordance with the provisions of this Agreement; and (B)�the Executive is a �specified employee� within the meaning of Section�409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a �Specified Employee�), amounts that would otherwise be payable under Section�6(a)(i) during the six-month period

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immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section�7872(f)(2)(A) of the Code (�Interest�), on the first business day after the date that is six months following the Executive�s �separation from service� within the meaning of Section�409A of the Code (the �409A Payment Date�).

(b) Death. If an Executive�s employment is terminated by reason of the Executive�s death during the Employment Period, the Company shall provide the Executive�s estate or beneficiaries with the Accrued Obligations, the Pro-Rata Incentive Payment and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Plan. The Accrued Obligations shall be paid to the Executive�s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term �Other Benefits� as used in this Section�6(b) shall include, without limitation, and the Executive�s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and its Affiliates to the estates and beneficiaries of peer executives of the Company and its Affiliates under such Benefit Plans relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive�s estate and/or the Executive�s beneficiaries, as in effect on the date of the Executive�s death with respect to other peer executives of the Company and its Affiliates and their beneficiaries.

(c) Disability. If an Executive�s employment is terminated by reason of the Executive�s Disability during the Employment Period, the Company shall provide the Executive with the Accrued Obligations and the Pro-Rata Incentive Payment and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no other severance obligations under this Plan. The Accrued Obligations and the Pro-Rata Incentive Payment shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, provided that in the event that the Executive is a Specified Employee, the Pro-Rata Incentive Payment shall be paid, with Interest, to the Executive on the 409A Payment Date. With respect to the provision of the Other Benefits, the term �Other Benefits� as used in this Section�6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliates to disabled executives and/or their families in accordance with such Benefit Plans relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive�s family, as in effect at any time thereafter generally with respect to other disabled peer executives of the Company and its Affiliates and their families.

(d) Cause; Other Than for Good Reason. If an Executive�s employment is terminated for Cause during the Employment Period, the Company shall provide to the Executive (i)�the Accrued Obligations and (ii)�the Other Benefits, in each case to the extent theretofore unpaid, and shall have no other severance obligations under this Plan. If an Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the Pro-Rata Incentive Payment and the timely payment or delivery of the Other Benefits, and shall have

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no other severance obligations under this Plan. In such case, the Accrued Obligations and the Pro-Rata Incentive Payment shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, provided that in the event that the Executive is a Specified Employee, the Pro-Rata Incentive Payment shall be paid, with Interest, to the Executive on the 409A Payment Date.

7. Non-Exclusivity of Rights. Nothing in this Plan shall prevent or limit an Executive�s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates (other than participation in any severance plan upon an Executive�s termination of employment during the Employment Period) and for which an Executive may qualify, nor, subject to Section�12(f) of this Plan, shall anything herein limit or otherwise affect such rights as an Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which an Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Plan. Without limiting the generality of the foregoing, an Executive�s resignation under this Plan with or without Good Reason, shall in no way affect an Executive�s ability to terminate employment by reason of the Executive�s �retirement� under any compensation and benefits plans, programs or arrangements of its Affiliates, including without limitation any retirement or pension plans or arrangements or to be eligible to receive benefits under any compensation or benefit plans, programs or arrangements of its Affiliates, including without limitation any retirement or pension plan or arrangement of its Affiliates or substitute plans adopted by the Company or its successors, and any termination which otherwise qualifies as Good Reason shall be treated as such even if it is also a �retirement� for purposes of any such plan. Notwithstanding the foregoing, if an Executive receives payments and benefits pursuant to Section�6(a) of this Plan, the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of the Company or its Affiliates, unless expressly provided therein in a specific reference to this Plan.

8. Full Settlement; Legal Fees. The Company�s obligation to make the payments provided for in this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall an Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Plan and such amounts shall not be reduced whether or not an Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company�s receipt of an invoice from an Executive) at any time from the Effective Date of this Plan through the Executive�s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date), to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Plan), plus, in each case, Interest, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in

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which such fees and expenses were incurred (any such fees, expenses and Interest paid to the Executive, the �Legal Fee Reimbursements�). The amount of such Legal Fee Reimbursements that the Company is obligated to pay in any given calendar year shall not affect the Legal Fee Reimbursements that the Company is obligated to pay in any other calendar year. Notwithstanding the foregoing, if it is ultimately determined that the Executive has not prevailed on at least one material item with respect to a contest brought by the Executive, then the Executive shall repay any such Legal Fee Reimbursements with respect to such contest to the Company within sixty (60)�days following such determination.

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Reduction of Payments in Certain Circumstances.

(a) Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers or such other nationally recognized certified public accounting firm as may be designated by the Company (the �Accounting Firm�) shall determine that receipt of all payments or distributions by the Company or its Affiliates in the nature of compensation to or for the Executive�s benefit, whether paid or payable pursuant to this Plan or otherwise (a �Payment�) would subject an Executive to the excise tax under Section�4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Plan (the �Plan Payments�) to the Reduced Amount (as defined below). The Plan Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive�s Plan Payments were reduced to the Reduced Amount. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive�s Plan Payments were so reduced, the Executive shall receive all Plan Payments to which the Executive is entitled under this Plan. For purposes of this Section�9, (i)��Reduced Amount� shall mean the greatest amount of Plan Payments that can be paid that would not result in the imposition of the excise tax under Section�4999 of the Code if the Accounting Firm determines to reduce Plan Payments pursuant to Section�9(a); and (ii)��Net After-Tax Receipt� shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section�1 of the Code and under state and local laws which applied to the Executive�s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determined to be likely to apply to the Executive in the relevant tax year(s).

(b) If the Accounting Firm determines that aggregate Plan Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section�9 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than fifteen (15)�days following the Date of Termination. For purposes of reducing the Plan Payments to the Reduced Amount, only amounts payable under this Plan (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (i)�Section�6(a)(1)(C), (ii)�Section�6(a)(1)(B), (iii)�Section�6(a)(iii) and (iv)�Section�6(a)(ii). All fees and expenses of the Accounting Firm shall be borne solely by the Company.

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(c) As a result of the uncertainty in the application of Section�4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Plan which should not have been so paid or distributed (�Overpayment�) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Plan could have been so paid or distributed (�Underpayment�), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section�7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Company if and to the extent such payment would not either reduce the amount on which the Executive is subject to tax under Section�1 and Section�4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section�7872(f)(2) of the Code.

10. Confidential Information. Each Executive shall comply with any and all confidentiality agreements with the Company and its Affiliates to which the Executive is, or shall be, a party.

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11.

Successors.

(a) Except as otherwise provided herein or by law, no right or interest of an Executive under this Plan shall be assignable or transferable, in whole or in part, either directly or otherwise, including without limitation, by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Executive under this Plan shall be subject to any obligation or liability of such Executive. When a payment is due under this Plan to an Executive who is unable to care for his or her affairs, payment may be made directly to his legal guardian or personal representative.

(b) This Plan shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section�11(c) of this Plan, this Plan shall not be assignable by the Company.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform the Company�s obligations under this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Plan, �Company� shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Plan by operation of law or otherwise.

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12.

Miscellaneous.

(a) This Plan shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. This Plan may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

If to an Executive:

At the most recent address on file at the Company.

If to the Company:

Medtronic, Inc.

Legal Dept. LC400

710 Medtronic Parkway

Minneapolis, MN 55432-5604

Attention: General Counsel

or to such other address an Executive or the Company shall have furnished in writing in accordance herewith. Notices and communications shall be effective within 5 business days of the date of mailing.

(c) The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan.

(d) The Company may withhold from any amounts payable under this Plan such United States federal, state, or local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) An Executive�s or the Company�s failure to insist upon strict compliance with any provision of this Plan or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of such Executive to terminate employment for Good Reason pursuant to Sections 5(c)(i) through 5(c)(v) of this Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Plan.

(f) Except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company may be terminated by either the Executive or the Company at any time prior to the Effective Date or, subject to the obligations of the Company provided for in this Plan in the event of a termination after the Effective Date, at any time on or after the Effective Date. Moreover, if prior to the Effective Date, (i)�the Executive�s employment with the Company terminates or (ii)�the Executive ceases to be an officer of Medtronic plc or (iii)�the Board or any committee of the

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Board which is designated by the Board to administer the Plan (the �Administrator�) determines that an individual previously designated as an Executive for purposes of the Plan is no longer an Executive for purposes of this Plan, then such Executive shall have no further rights under this Plan. Notwithstanding the foregoing, if (i)�an Executive�s participation in the Plan is terminated due to the Company�s or Administrator�s determination that Executive shall no longer be an officer of Medtronic plc, or due to the Administrator�s determination that Executive shall no longer be an Executive for purposes of the Plan, (ii)�such termination of participation occurs prior to the date on which a Change of Control occurs, and (iii)�it is reasonably demonstrated by the Executive that such termination of participation (A)�was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (B)�otherwise arose in connection with or anticipation of the Change of Control, then such individual shall be deemed to be an Executive for purposes of the Plan. From and after the Effective Date, except with respect to the Plans described in Section�10 hereof, this Plan shall supersede any other agreement between the parties with respect to the subject matter hereof in effect immediately prior to the adoption of this Plan.

(g) The Plan is intended to comply with the requirements of Section�409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section�409A of the Code, shall in all respects be administered in accordance with Section�409A of the Code. Each payment under this Plan shall be treated as a separate payment for purposes of Section�409A of the Code. In no event may an Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan. If an Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section�409A of the Code, such amounts shall be paid to the personal representative of such Executive�s estate within 30 days after the date of the Executive�s death. All reimbursements and in-kind benefits provided under this Plan that constitute deferred compensation within the meaning of Section�409A of the Code shall be made or provided in accordance with the requirements of Section�409A of the Code, including, without limitation, that (i)�in no event shall reimbursements by the Company under this Plan be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that an Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii)�the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii)�such Executive�s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv)�in no event shall the Company�s obligations to make such reimbursements or to provide such in-kind benefits apply later than such Executive�s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date).

(h) This Plan shall be interpreted, administered and operated by the Administrator, which shall have complete authority, in its sole discretion subject to the express provisions of this Plan, to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for the administration of this Plan. All questions of any character whatsoever arising in connection with the interpretation of this Plan or its administration or operation shall be submitted to and settled and determined by the Administrator in accordance with the procedure for claims and appeals

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described in Section�7 hereof. Any such settlement and determination shall be final and conclusive, and shall bind and may be relied upon by the Company, each Executive and all other parties in interest. The Administrator may delegate any of its duties hereunder to such person or persons from time to time as it may designate.

(i) The obligations of the Company and each Executive under this Plan which by their nature may require either partial or total performance after the expiration of the Plan shall survive such expiration.

(j) This Plan shall not be funded. No Executive shall have any right to, or interest in, any assets of the Company which may be applied by the Company to the payment of benefits or other rights under this Plan.

(k) In the event of a claim by an Executive as to the amount or timing of any payment or benefit, such Executive shall present the reason for his or her claim in writing to the Company. The Company shall, within sixty (60)�days after receipt of such written claim, send a written notification to the Executive as to its disposition. In the event the claim is wholly or partially denied, such written notification shall (i)�state the specific reason or reasons for the denial, (ii)�make specific reference to pertinent Plan provisions on which the denial is based, (iii)�provide a description of any additional material or information necessary for the Executive to perfect the claim and an explanation of why such material or information is necessary, and (iv)�set forth the procedure by which the Executive may appeal the denial of the claim. In the event an Executive wishes to appeal the denial of a claim, he or she may request a review of such denial by making application in writing to the Company within sixty (60)�days after receipt of such denial. Such Executive (or his or her duly authorized legal representative) may, upon written request to the Company, review any documents pertinent to his claim, and submit in writing issues and comments in support of his position. Within sixty (60)�days after receipt of a written appeal (unless special circumstances, such as the need to hold a hearing, require an extension of time, but in no event more than one hundred twenty (120)�days after such receipt), the Company shall notify the Executive of the final decision. The final decision shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based.

(l) This Plan may be amended or terminated by the Administrator at any time prior to the Effective Date; provided, however, that any change which would be adverse to any Executive, as determined in the sole discretion of the Administrator, shall not be effective with respect to such Executive until twelve (12)�months following the date on which such change is communicated to such Executive. Following the Effective Date, this Plan may not be terminated or amended in a manner which would be adverse to any Executive.

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Exhibit 10.15

MEDTRONIC PLC

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(as restated generally effective January�26, 2015)

TABLE OF CONTENTS

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�	��	�	��	Page		�

ARTICLE 1 DEFERRED COMPENSATION ACCOUNT			��	�	2	��
Section 1.1	��	Establishment of Account	��	�	2	��
Section 1.2	��	Property of Company	��	�	2	��

ARTICLE 2 DEFINITIONS, GENDER, AND NUMBER			��	�	2	��
Section 2.1	��	Definitions	��	�	2	��
Section 2.2	��	Gender and Number	��	�	6	��

ARTICLE 3 PARTICIPATION			��	�	6	��
Section 3.1	��	Who May Participate	��	�	6	��
Section 3.2	��	Time and Conditions of Participation	��	�	6	��
Section 3.3	��	Termination and Suspension of Participation	��	�	6	��
Section 3.4	��	Missing Persons	��	�	6	��
Section 3.5	��	Relationship to Other Plans	��	�	7	��

ARTICLE 4 RETIREMENT PLAN SUPPLEMENTAL BENEFIT			��	�	7	��
Section 4.1	��	Calculation of Retirement Plan Supplemental Benefit	��	�	7	��
Section 4.2	��	Establishment of Nonqualified Retirement Plan Account	��	�	8	��
Section 4.3	��	Interest Credited to Nonqualified Retirement Plan Account	��	�	8	��
Section 4.4	��	Payment of Nonqualified Retirement Plan Account	��	�	8	��

ARTICLE 5 DEFINED CONTRIBUTION SUPPLEMENTAL BENEFIT			��	�	8	��
Section 5.1	��	Nonqualified Defined Contribution Account	��	�	8	��
Section 5.2	��	Gains Credited to Nonqualified Defined Contribution Account	��	�	9	��
Section 5.3	��	Payment of Nonqualified Defined Contribution Account	��	�	9	��

ARTICLE 6 PERSONAL INVESTMENT ACCOUNT SUPPLEMENTAL BENEFIT			��	�	9	��
Section 6.1	��	Calculation of Personal Investment Account Supplemental Benefit	��	�	9	��
Section 6.2	��	Establishment of Nonqualified Personal Investment Account	��	�	10	��
Section 6.3	��	Crediting Gains and Losses to Nonqualified Personal Investment Account	��	�	10	��
Section 6.4	��	Vested Interest in Nonqualified Personal Investment Account	��	�	10	��
Section 6.5	��	Payment of Nonqualified Personal Investment Account	��	�	10	��

ARTICLE 7 DEATH BENEFITS			��	�	11	��
Section 7.1	��	Form and Time of Payment	��	�	11	��
Section 7.2	��	Beneficiary	��	�	11	��

ARTICLE 8 CHANGE IN CONTROL PROVISIONS			��	�	11	��
Section 8.1	��	Application of Article 8	��	�	11	��
Section 8.2	��	Payments to and by the Trust	��	�	11	��
Section 8.3	��	Legal Fees and Expenses	��	�	11	��
Section 8.4	��	Late Payment and Additional Payment Provisions	��	�	12	��

ARTICLE 9 FUNDING			��	�	12	��

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Section 9.1	��	Source of Benefits	��	�	12	��
Section 9.2	��	No Claim on Specific Assets	��	�	12	��

ARTICLE 10 ADMINISTRATION			��	�	13	��
Section 10.1	��	Administration	��	�	13	��
Section 10.2	��	Powers of Committee	��	�	13	��
Section 10.3	��	Actions of the Committee	��	�	13	��
Section 10.4	��	Delegation	��	�	13	��
Section 10.5	��	Reports and Records	��	�	13	��
Section 10.6	��	Claims Procedure	��	�	13	��

ARTICLE 11 AMENDMENTS AND TERMINATION			��	�	14	��
Section 11.1	��	Amendments	��	�	14	��
Section 11.2	��	Termination	��	�	14	��

ARTICLE 12 MISCELLANEOUS			��	�	15	��
Section 12.1	��	No Guarantee of Employment	��	�	15	��
Section 12.2	��	Release	��	�	15	��
Section 12.3	��	Notices	��	�	15	��
Section 12.4	��	Nonalienation	��	�	15	��
Section 12.5	��	Withholding	��	�	15	��
Section 12.6	��	Captions	��	�	15	��
Section 12.7	��	Applicable Law	��	�	15	��
Section 12.8	��	Invalidity of Certain Provisions	��	�	15	��
Section 12.9	��	No Other Agreements	��	�	16	��
Section 12.10	��	Incapacity	��	�	16	��
Section 12.11	��	Electronic Media	��	�	16	��
Section 12.12	��	Delay of Distributions Upon Certain Events Delay in Distributions	��	�	16	��
Section 12.13	��	Acceleration of Distributions Upon Certain Events	��	�	17	��

SCHEDULE A			��	�	A-1	��

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MEDTRONIC PLC

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(as restated generally effective January�26, 2015)

Medtronic, Inc., a Minnesota corporation (�Medtronic�), previously established the Medtronic, Inc. Executive Nonqualified Supplemental Benefit Plan (the �Plan�) for the benefit of the Eligible Employees of Medtronic and certain of its Affiliates, effective May�1, 1986. The Plan was most recently amended and restated effective January�1, 2008. On June�15, 2014, Medtronic entered into a Transaction Agreement with Covidien plc and the other parties named therein to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the �Transaction�).�In connection with the Transaction, Medtronic plc, an Irish public limited company (the �Company�) hereby adopts and amends and restates the Plan, effective January�26, 2015 (the �Restatement Date�).

This restatement applies to amounts deferred under the Plan on or after the Restatement Date, and to the payment of all amounts deferred under the Plan (whether such amounts were deferred before, on, or after the Restatement Date) that have not yet been distributed as of the Restatement Date. No amount deferred under the Plan is intended to be �grandfathered� under Section�409A of the Code (�Section 409A�).

The purpose of the Plan is to provide Eligible Employees with benefits that supplement those provided under certain of the tax-qualified plans maintained by the Company and its Affiliates. More specifically, the Plan is intended to provide certain benefits on a nonqualified basis that are not otherwise provided under such tax-qualified plans as a result of the application of certain legal limitations on contributions, benefits and includible compensation and as a result of elections made by eligible employees under other plans maintained by the Company and its Affiliates.

The Plan is intended to be (and shall be construed and administered as) an employee benefit pension plan under the provisions of ERISA, which is unfunded and maintained primarily for the purpose of providing deferred compensation for Eligible Employees who constitute a select group of management or highly-compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Plan is not intended to be qualified under Section�401(a) of the Code. The Plan, as restated herein, is subject to, and intended to comply with, Section�409A of the Code. Notwithstanding any provision of this Plan, all benefits payable hereunder shall be deemed to be paid solely for services to Medtronic and its subsidiaries.

The obligation of the Company and its Affiliates to make payments under the Plan constitutes an unsecured (but legally enforceable) promise of the Company and its Affiliates to make such payments and no person, including any Participant or Beneficiary, shall have any lien, prior claim or other security interest in any property of the Company or its Affiliates as a result of the Plan.

ARTICLE 1 DEFERRED COMPENSATION ACCOUNT

Section 1.1 Establishment of Account. The Company shall establish one or more Accounts for each Participant which shall be utilized solely as a device to measure and determine the amount of deferred compensation to be paid under the Plan.

Section 1.2 Property of Company. Any amounts set aside for benefits payable under the Plan are the property of the Company, except, and to the extent, provided in the Trust.

ARTICLE 2 DEFINITIONS, GENDER, AND NUMBER

Section 2.1 Definitions. Whenever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning, and when a defined meaning is intended, the term is capitalized.

(a) The benefit the Participant is entitled to receive pursuant to Section�4.2, if any, referred to as the �Nonqualified Retirement Plan Account;�

(b) The benefit the Participant is entitled to receive pursuant to Article 5, if any, referred to as the �Nonqualified Defined Contribution Account;� and

(c) The benefit the Participant is entitled to receive pursuant to Section�6.2, if any, entitled the �Supplemental Personal Investment Account.�

2.1.3 �Beneficiary� or �Beneficiaries� means the persons or trusts designated by a Participant in writing pursuant to Section�7.2.1 of the Plan as being entitled to receive any benefit payable under the Plan by reason of the death of a Participant, or, in the absence of such designation, the persons specified in Section�7.2.2 of the Plan.

2.1.4 �Board� means the Board of Directors of the Company as constituted at the relevant time.

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2.1.5 �Capital Accumulation Plan� means the Medtronic plc Capital Accumulation Plan Deferral Program, as amended or restated from time to time or any successor thereto, and any predecessor or successor plan thereto.

2.1.8 �Company� means Medtronic plc and its successors and assigns, by merger, purchase or otherwise.

2.1.9 �Defined Contribution Supplemental Benefit� means the benefit under the Predecessor Plan that was commonly referred to as the �ESOP restoration benefit.� This benefit equals the difference between: (a)�the allocation due to Medtronic contributions the Participant would have received under the ESOP prior to May, 1, 2005, but for the Section�401(a)(17) Limitation and Section�415 Limitation; and (b)�the actual allocation actually received by the Participant under the ESOP.

2.1.10 �Domestic Relations Order� has the meaning set forth in Section�414(p)(1)(B) of the Code.

2.1.11 �Eligible Employee� means an elected or appointed officer of the Company, or any other key employee of the Company or an Affiliate designated by the Committee, excluding any individual who is neither a United States citizen nor a United States resident. In order to be an Eligible Employee an employee must be a member of a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and rules established by the Committee. The Company may make such projections or estimates as it deems desirable in applying the eligibility requirements, and its determination shall be conclusive.

2.1.12 �ERISA� means the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute. References to an ERISA section shall be deemed to be to that section or to any successor to that section.

2.1.13 �ESOP� means the Medtronic, Inc. Employee Stock Ownership Plan, as in effect prior to April�30, 2001. (As of April�30, 2001, the ESOP was amended to permit elective deferrals under Section�401(k) of the Code and renamed the Medtronic, Inc. Employee Stock Ownership and Supplemental Retirement Plan. As of May�1, 2005, the Medtronic, Inc. Employee Stock Ownership and Supplemental Retirement Plan was amended and renamed the Medtronic, Inc. Savings and Investment Plan.) As of January�26, 2015, the Medtronic, Inc. Savings and Investment Plan was amended and renamed the Medtronic plc Savings and Investment Plan.

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2.1.14 �Event� means an event of change in control of the Company, as defined in the Trust.

2.1.15 �Option Replacement Plan� means the Medtronic plc Option Replacement Plan, as amended or restated from time to time or any predecessor or successor thereto.

2.1.16 �Participant� means an Eligible Employee who has commenced participation in the Plan.

2.1.17 �Personal Investment Account� has the same meaning as in the Savings and Investment Plan.

2.1.18 �Personal Investment Account Supplemental Benefit� has the meaning set forth in Article 6.

2.1.19 �Plan� means the �Medtronic plc Supplemental Executive Retirement Plan� as set forth herein and as amended or restated from time to time.

2.1.20 �Plan Year� means the 12-month period commencing May�1 and ending the following April�30.

2.1.21 �Predecessor Plan� means the Plan, as in effect prior to May�1, 2005.

2.1.22 �Restatement Date� has the meaning set forth in the preamble.

2.1.23 �Retirement Plan� means the Medtronic plc Retirement Plan, as amended from time to time, and any predecessor or successor thereto. In general, the Retirement Plan includes a final average pay benefit for individuals employed by the Company or an Affiliate prior to May�1, 2005. Effective May�1, 2005, the Retirement Plan provides a personal pension account benefit for individuals who become employed on or after May�1, 2005. Individuals participating in the Retirement Plan prior to May�1, 2005, may elect a personal pension account benefit in lieu of the final average pay benefit for Plan Years commencing May�1, 2005. Alternatively, an individual otherwise eligible to participate in the Retirement Plan may elect not to participate in the Retirement Plan and receive a contribution to a Personal Investment Account.

2.1.24 �Retirement Plan Supplemental Benefit� has the meaning set forth in Article 4.

2.1.25 �Savings and Investment Plan� means the Medtronic, plc Savings and Investment Plan, as amended from time to time, and any successor thereto. The Savings and Investment Plan includes a salary reduction benefit under Section�401(k) of the Code and a matching contribution benefit under Section�401(m) of the Code. Effective May�1, 2005, the Savings and Investment Plan also includes a Personal Investment Account for those Participants who have elected this retirement benefit option.

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2.1.26 �Section 401(a)(17) Limitation� means the limitation on the dollar amount of compensation that may be taken into account under qualified retirement plans under Section�401(a)(17) of the Code, or any successor provision thereto.

2.1.27 �Section 415 Limitation� means the limitation on benefits for qualified defined benefit pension plans and the limitation on allocations for qualified defined contribution plans, which are imposed by Section�415(b) and (c), respectively, of the Code, or any successor provision thereto.

2.1.28 �Separation from Service� or �Separate from Service,� with respect to a Participant, means the Participant�s separation from service with all Affiliates, within the meaning of Section�409A(a)(2)(A)(i) of the Code and the regulations thereunder. Solely for this purpose, a Participant will be considered to have a Separation from Service when the Participant dies, retires, or otherwise has a termination of employment with all Affiliates. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with the an Affiliate under an applicable statute or by contract. For purposes hereof, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for an Affiliate. If the period of leave exceeds six months and the individual does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the Company may substitute a 29-month period of absence for such six-month period.

The Company shall have discretion to determine whether a Participant has experienced a Separation from Service in connection with an asset sale transaction entered into by the Company or an Affiliate, provided that such determination conforms to the requirements of Section�409A and the regulations and other guidance issued thereunder, in which case the Company�s determination shall be binding on the Participant.

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2.1.29 �Section 409A� means section 409A of the Internal Revenue Code, as amended from time to time and any successor statute.

2.1.31 �Stock� means the Company�s ordinary shares $.0001 par value per share (as such par value may be adjusted from time to time).

2.1.32 �Trust� means the Medtronic plc Compensation Trust Agreement Number One, as amended from time to time.

Section 2.2 Gender and Number. Except as otherwise indicated by context, masculine terminology used herein also includes the feminine and neuter, and terms used in the singular may also include the plural.

ARTICLE 3 PARTICIPATION

Section 3.1 Who May Participate. Participation in the Plan is limited to Eligible Employees.

Section 3.2 Time and Conditions of Participation. An Eligible Employee shall become a Participant on the date on which he or she first accrues a benefit under the Plan, provided that he or she is then in compliance with such terms and conditions as the Committee may from time to time establish for the implementation of the Plan, including, but not limited to, any condition the Committee may deem necessary or appropriate for the Company to meet its obligations under the Plan.

Section 3.3 Termination and Suspension of Participation. Once an individual has become a Participant, participation shall continue until payment in full of all benefits to which the Participant or Beneficiary is entitled under the Plan.

Section 3.4 Missing Persons. Each Participant and Beneficiary entitled to receive benefits under the Plan shall be obligated to keep the Company informed of his or her current address until all Plan benefits that are due to be paid to the Participant or Beneficiary have been paid to him or her. If, after having made reasonable efforts to do so, the Company is unable to locate the Participant or Beneficiary for purposes of making a distribution, the Participant�s or Beneficiary�s Plan benefit will be forfeited. In no event will a Participant�s or Beneficiary�s benefit be paid to him or her later than the date otherwise required by the Plan.

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Section 3.5 Relationship to Other Plans. Participation in the Plan shall not preclude participation of the Participant in any other fringe benefit program or plan sponsored by an Affiliate for which the Participant would otherwise be eligible. Notwithstanding anything in the Plan to the contrary, to the extent permitted by Section�409A, the Committee, or anyone to whom the Committee has delegated this authority pursuant to Section�10.4, may reduce the benefits payable to a Participant under the Plan if, and to the extent that, benefits are payable to the Participant under another similar plan or arrangement maintained by the Company or an Affiliate. The Committee (or its delegate) shall have complete and absolute discretion to determine whether another benefit plan or arrangement maintained by the Company or an Affiliate is similar to the Plan, whether the benefit under the Plan can be reduced in a manner that does not cause a violation of Section�409A, and the amount of the reduction to be applied.

ARTICLE 4 RETIREMENT PLAN SUPPLEMENTAL BENEFIT

Section 4.1 Calculation of Retirement Plan Supplemental Benefit. An Eligible Employee shall earn a Retirement Plan Supplemental Benefit as of any determination date in an amount equal to the lump sum actuarial equivalent value of his or her Unrestricted Retirement Plan Benefit less the lump sum actuarial equivalent value of his or her Actual Retirement Plan Benefit, determined as of the determination date. For purposes hereof, the determination date is the first day of the month. The lump sum actuarial equivalent value shall be determined in each case by use of the otherwise applicable interest rates and other assumptions under the Retirement Plan in determining actuarially equivalent benefits.

For purposes hereof, an Eligible Employee�s Unrestricted Retirement Plan Benefit as of any determination date equals the vested benefit that such individual would have accrued under the Retirement Plan as of such date under the otherwise applicable provisions of the Retirement Plan, but determined for periods from and after May�1, 1986, without application of the Section�415 Limitation or the Section�401(a)(17) Limitation and based upon the compensation that would have been paid to the Eligible Employee during the year but for his or her election to reduce his or her compensation under the Capital Accumulation Plan or the Option Replacement Plan.

For purposes hereof, compensation that is reduced pursuant to such an election shall be taken into account for the Plan Year during which such compensation would have been paid to the Eligible Employee but for such election and only to the extent that such compensation would otherwise be taken into account under the Retirement Plan in calculating benefits thereunder had such compensation otherwise been paid directly to the Eligible Employee (but without regard to application of the Section�401(a)(17) Limitation).

For purposes hereof, an Eligible Employee�s Actual Retirement Plan Benefit as of any determination date equals the vested benefit that the individual has actually accrued as of such date under the provisions of the Retirement Plan, after taking into account all applicable limitations on contributions, benefits and compensation.

An Eligible Employee�s Unrestricted Retirement Plan Benefit and Actual Retirement Plan Benefit shall be determined after giving effect to the election a Participant makes under Section�3.2 of the Retirement Plan (i.e., the election to receive a contribution to a Personal Investment Account under the Savings and Investment Plan, the final average pay benefit under the Retirement Plan or the personal pension account benefit under the Retirement Plan) for benefits accruing under the Retirement Plan on or after May�1, 2005.

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Section 4.2 Establishment of Nonqualified Retirement Plan Account. A Participant�s Retirement Plan Supplemental Benefit shall be determined as of the first day of the month following the month in which the Participant has a Separation from Service, and the lump sum value of such Retirement Plan Supplemental Benefit shall be credited as of such date to a bookkeeping account established for the Participant on the books and records of the Company, referred to as the �Nonqualified Retirement Plan Account.�

In the event a Participant terminates employment as a result of death, the value of the benefits, if any, to be credited to his or her Nonqualified Retirement Account shall be based upon the lump sum actuarial equivalent value of the death benefits that would be paid under the Retirement Plan under the same assumptions as used under Section�4.1 hereof in determining the Participant�s Unrestricted Retirement Plan Benefit (that is, without regard to the Section�415 Limitation and the Section�401(a)(17) Limitation and without regard to any election the Participant may have made under the Capital Accumulation Plan or the Option Replacement Plan to reduce his or her compensation) less the lump sum actuarial equivalent value of death benefits actually payable with respect to such Participant under the Retirement Plan, if any, taking into account all applicable limitations on contributions, benefits and compensation.

Section 4.3 Interest Credited to Nonqualified Retirement Plan Account. All amounts credited to the Nonqualified Retirement Plan Account from time to time shall be credited with interest at a rate that is equal to the pre-retirement interest rate or rates used by the Retirement Plan during the period for which interest is to be so credited for purposes of determining actuarially equivalent benefits under the Retirement Plan. Interest as so determined shall be compounded monthly during the Plan Year.

Section 4.4 Payment of Nonqualified Retirement Plan Account. Payment to a Participant of his or her Nonqualified Retirement Plan Account shall commence within 90 days following the six month anniversary of his or her Separation from Service. All distributions of the Nonqualified Retirement Account will be made in cash. If the value of the Participant�s Nonqualified Retirement Account, determined as of the date on which such Account is established, is greater than $100,000, the Account together with interest thereon shall be paid to the Participant on a monthly basis over a 15-year period in 180 equal monthly installments. If the value of the Participant�s Nonqualified Retirement Account, determined as of the date on which such Account is established, is $100,000 or less, the Account together with interest thereon shall be paid to the Participant in a lump sum.

ARTICLE 5 DEFINED CONTRIBUTION SUPPLEMENTAL BENEFIT

Section 5.1 Nonqualified Defined Contribution Account. The Company previously established an Account on behalf of each Participant entitled to a Defined Contribution Supplemental Benefit (as defined in the Predecessor Plan and commonly referred to as the �ESOP restoration benefit�) referred to as the �Nonqualified Defined Contribution Account.� All contributions to the Nonqualified Defined Contribution Account ceased effective April�30, 2005. A Participant�s Nonqualified Defined Contribution Account, if any, will continue to vest according to the terms of the Predecessor Plan.

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Section 5.2 Gains Credited to Nonqualified Defined Contribution Account. A Participant�s Defined Contribution Supplemental Benefit is expressed in the form of the right to receive Stock. Because of this, the Nonqualified Defined Contribution Account is adjusted to reflect Stock splits, Stock dividends and recapitalizations in such manner as may be determined by the Committee. The Committee may also, in its discretion, adjust the Nonqualified Defined Contribution Account to reflect dividends payable with respect to the Stock from time to time in such manner as it deems appropriate.

Section 5.3 Payment of Nonqualified Defined Contribution Account. Payment to a Participant of his or her Nonqualified Defined Contribution Account shall be made within 90 days following the end of the Plan Year in which the Participant�s Separation from Service occurs. Payment shall be made in Stock in the form of a lump sum.

ARTICLE 6 PERSONAL INVESTMENT ACCOUNT SUPPLEMENTAL BENEFIT

Section 6.1 Calculation of Personal Investment Account Supplemental Benefit. An Eligible Employee who, pursuant to Section�3.2 of the Retirement Plan, elects to participate in the Personal Investment Account Benefit under the Savings and Investment Plan, shall be credited with a Personal Investment Account Supplemental Benefit as of the end of each Plan Year commencing May�1, 2005, in an amount equal to his or her Unrestricted Personal Investment Account Allocation for such year less his or her Actual Personal Investment Account Allocation for such year; provided, however, that for the year in which the Participant has a Separation from Service, the Participant�s Personal Investment Account Supplemental Benefit for such year shall be determined as of the end of the month in which the Separation from Service occurs.

An Eligible Employee�s Unrestricted Personal Investment Account Allocation for a year equals the dollar amount that would have been allocated by the Company to his or her Personal Investment Account for the year, but without application of the Section�415 Limitation or the Section�401(a)(17) Limitation and based upon the compensation that would have been paid to the Eligible Employee during the year but for his or her election to reduce his or her compensation under the Capital Accumulation Plan or the Option Replacement Plan. For purposes hereof, compensation that is reduced pursuant to such an election shall be taken into account for the Plan Year during which such compensation would have been paid to the Eligible Employee but for such election and only to the extent that such compensation would otherwise be taken into account under the Savings and Investment Plan in calculating benefits thereunder had such compensation otherwise been paid directly to the Eligible Employee (but without regard to application of the Section�401(a)(17) Limitation).

An Eligible Employee�s Actual Personal Investment Account Allocation for a year equals the dollar amount that the Company actually allocates as a contribution to the Eligible Employee�s Personal Investment Account for such year.

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Section 6.2 Establishment of Nonqualified Personal Investment Account. The Personal Investment Account Supplemental Benefit to be credited to a Participant for a Plan Year under Section�6.1 shall be credited as of the last day of such year (except for the Plan Year in which a Participant has a Separation from Service, in which case it shall be credited as of the last day of the month in which the Separation from Service occurs) to an account established on the books and records of the Company, referred to as the �Nonqualified Personal Investment Account.�

Section 6.3 Crediting Gains and Losses to Nonqualified Personal Investment Account. The Committee shall designate the manner in which a Participant�s Nonqualified Personal Investment Account is to be credited with gains and losses as described on Schedule A hereto, which Schedule may be amended from time to time in the Committee�s discretion. If the Committee designates specific investment funds to serve as an index for crediting gains and losses to a Participant�s Nonqualified Personal Investment Account: (a)�the Participant shall be entitled to designate which such fund or funds shall be used to measure gains and losses on his or her Nonqualified Personal Investment Account and to change such designation in accordance with rules established by the Committee; (b)�the Participant�s Nonqualified Personal Investment Account will be credited with gains and losses as if invested in such fund or funds in accordance with the Participant�s designation and the rules established by the Committee; and (c)�the Committee may, in its sole discretion, eliminate any investment fund or funds previously designated by it, substitute a new investment fund or funds therefore, or add investment fund or funds, at any time. If the Committee makes any such investment funds available for this purpose, the Company shall have no obligation to actually invest any amounts in any such investment funds. Unless the Committee adopts a different rule, investment designations may be changed, generally, on a daily basis.

Section 6.4 Vested Interest in Nonqualified Personal Investment Account. A Participant�s vested interest in his or her Nonqualified Personal Investment Account shall be determined in the same manner as the Participant�s vested interest in his or her Personal Investment Account, and the Company may forfeit the non-vested portion of the Participant�s Nonqualified Personal Investment Account under the same rules and subject to the same limitations as provided for the Personal Investment Account under the Savings and Investment Plan. Notwithstanding the preceding sentence, a Participant shall not earn a fully-vested interest in his or her Nonqualified Personal Investment Account as a result of the termination or partial termination of the Plan in those situations where the Participant is not otherwise fully vested in such Account.

Section 6.5 Payment of Nonqualified Personal Investment Account. Payment to a Participant of his or her Nonqualified Personal Investment Account shall commence within 90 days following the six month anniversary of his or her Separation from Service. All distributions of the Nonqualified Personal Investment Account will be paid in the form of cash. If the value of the Participant�s Nonqualified Personal Investment Account, determined as of the date on which the Participant�s Separation from Service occurs, is greater than $100,000, the Account shall be paid to the Participant on a monthly basis over a fifteen-year period in 180 equal monthly installments. Gains and losses pursuant to Section�6.3 shall continue to be credited on the declining balance of the Account during the payout period. If the value of the Participant�s Nonqualified Personal Investment Account, determined as of the date on which the Participant�s Separation from Service occurs, is $100,000 or less, the Account shall be paid to the Participant in a lump sum.

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ARTICLE 7 DEATH BENEFITS

Section 7.1 Form and Time of Payment. If a Participant dies before all amounts in an Account have been distributed to him or her (whether the Participant�s death occurs before or after distributions have commenced to the Participant), the Account balance, to the extent then vested, shall be paid to the Participant�s Beneficiary in a lump sum within 90 days after the Participant�s death.

Section 7.2 Beneficiary.

7.2.1 Designation of Beneficiary. Each Participant has the right to designate primary and contingent Beneficiaries for death benefits payable under the Plan. Such Beneficiaries may be individuals or trusts for the benefit of individuals. A Beneficiary designation by a Participant shall be in writing on a form acceptable to the Committee and shall only be effective upon delivery to the Company. A Beneficiary designation may be revoked by a Participant at any time by delivering to the Company either written notice of revocation or a new Beneficiary designation form. The Beneficiary designation form last delivered to the Company prior to the death of a Participant shall control.

7.2.2 Failure to Designate Beneficiary. In the event there is no Beneficiary designation on file with the Company at the Participant�s death, or if all Beneficiaries designated by a Participant have predeceased the Participant, any benefits payable pursuant to this Article 7 will be paid to the Participant�s surviving spouse, if living; or if the Participant does not leave a surviving spouse, to the Participant�s surviving issue by right of representation; or, if there are no such surviving issue, to the Participant�s estate.

ARTICLE 8 CHANGE IN CONTROL PROVISIONS

Section 8.1 Application of Article 8. To the extent applicable, the provisions of this Article 8 relating to an Event of change in control of the Company shall control, notwithstanding any other provisions of the Plan to the contrary, and shall supersede any other provisions of the Plan to the extent inconsistent with the provisions of this Article 8.

Section 8.2 Payments to and by the Trust. Pursuant to the terms of the Trust, the Company is required to make certain payments to the Trust if an Event occurs or if the Company determines that it is probable that an Event may occur. The obligation of the Company to make such payments shall be considered an obligation under the Plan; provided, however, that such obligation shall at all times be and remain subject to the terms of the Trust as in effect from time to time.

Section 8.3 Legal Fees and Expenses. The Company shall reimburse a Participant or his or her Beneficiary for all reasonable legal fees and expenses incurred by such Participant or Beneficiary after the date of an Event in seeking to obtain any right or benefit provided by the Plan; provided however, that: (a)�any such reimbursement shall be made during a period not to exceed 20 years following the date of the Event; (b)�the amount eligible for reimbursement

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during a taxable year of the Participant or Beneficiary shall not affect the amount eligible for reimbursement in any other taxable year; (c)�the reimbursement is made on or before the last day of the Participant�s or Beneficiary�s taxable year following the taxable year in which the legal fees and expenses are incurred; and (d)�the right to reimbursement is not subject to liquidation or exchange for another benefit.

Section 8.4 Late Payment and Additional Payment Provisions. If after the date of an Event the Company delays a payment required to be made under the Plan past the final date that the payment was due to be made, the amount of each such delayed payment shall be credited with interest at the rate of five percent per year, compounded quarterly, from the date on which the distribution was required to be made under the terms of the Plan until the actual date of the distribution. In the event that this interest is to be credited for some period less than a full calendar quarter, the interest shall be determined and compounded for the fractional quarter. This interest represents a late payment penalty for the delay in payment and is intended to supplement any other interest or gains credited to a Participant�s Account under the Plan.

Participants and their Beneficiaries shall be entitled to benefit payment under the Plan plus the late payment penalty referred to hereinabove first from the Trust and secondarily from the Company, as otherwise provided in Section�8.2.

ARTICLE 9 FUNDING

Section 9.1 Source of Benefits. All benefits under the Plan shall be paid when due by the Company out of its assets or from the Trust.

Section 9.2 No Claim on Specific Assets. No Participant shall be deemed to have, by virtue of being a Participant in the Plan, any claim on any specific assets of the Company such that the Participant would be subject to income taxation on his or her benefits under the Plan prior to distribution and the rights of Participants and Beneficiaries to benefits to which they are otherwise entitled under the Plan shall be those of an unsecured general creditor of the Company.

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ARTICLE 10 ADMINISTRATION

Section 10.1 Administration. The Plan shall be administered by the Committee. The Company shall bear all administrative costs of the Plan other than those specifically charged to a Participant or Beneficiary.

Section 10.2 Powers of Committee. In addition to the other powers granted under the Plan, the Committee shall have all powers necessary to administer the Plan, including, without limitation, powers to:

(a) interpret the provisions of the Plan;

(b) establish and revise the method of accounting for the Plan and to maintain the Accounts; and

Section 10.3 Actions of the Committee. Except as modified by the Board, the Committee (including any person or entity to whom the Committee has delegated duties, responsibilities or authority, to the extent of such delegation) has total and complete discretionary authority to determine conclusively for all parties all questions arising in the administration of the Plan, to interpret and construe the terms of the Plan, and to determine all questions of eligibility and status of employees, Participants and Beneficiaries under the Plan and their respective interests. Subject to the claims procedures of Section�10.6, all determinations, interpretations, rules and decisions of the Committee (including those made or established by any person or entity to whom the Committee has delegated duties, responsibilities or authority, if made or established pursuant to such delegation) are conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.

Section 10.4 Delegation. The Committee, or any officer designated by the Committee, shall have the power to delegate specific duties and responsibilities to officers or other employees of the Company or other individuals or entities. Any delegation may be rescinded by the Committee at any time. Each person or entity to whom a duty or responsibility has been delegated shall be responsible for the exercise of such duty or responsibility and shall not be responsible for any act or failure to act of any other person or entity.

Section 10.5 Reports and Records. The Committee, and those to whom the Committee has delegated duties under the Plan, shall keep records of all their proceedings and actions and shall maintain books of account, records, and other data as shall be necessary for the proper administration of the Plan and for compliance with applicable law.

Section 10.6 Claims Procedure. The Committee shall notify a Participant in writing within 90 days of the Participant�s written application for benefits of his or her eligibility or non-eligibility for benefits under the Plan. If the Committee determines that a Participant is not eligible for benefits or full benefits, the notice shall set forth: (a)�the specific reasons for such denial; (b)�a specific reference to the provision of the Plan on which the denial is based; (c)�a description of any additional information or material necessary for the claimant to perfect his or

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her claim, and a description of why it is needed; and (d)�an explanation of the Plan�s claims review procedure and other appropriate information as to the steps to be taken if the Participant wishes to have his or her claim reviewed. If the Committee determines that there are special circumstances requiring additional time to make a decision, the Committee shall notify the Participant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period. If a Participant is determined by the Committee to be not eligible for benefits, or if the Participant believes that he or she is entitled to greater or different benefits, the Participant shall have the opportunity to have his or her claim reviewed by the Committee by filing a petition for review with the Committee within 60 days after receipt by the Participant of the notice issued by the Committee. If a Participant does not appeal on time, the Participant will lose the right to appeal the denial and the right to file suit under ERISA, and the Participant will have failed to exhaust the Plan�s internal administrative appeal process, which is generally a prerequisite to bringing suit. Said petition shall state the specific reasons the Participant believes he or she is entitled to benefits or greater or different benefits. Within 60 days after receipt by the Committee of said petition, the Committee shall afford the Participant (and his or her counsel, if any) an opportunity to present the Participant�s position to the Committee orally or in writing, and the Participant (or his or her counsel) shall have the right to review the pertinent documents, and the Committee shall notify the Participant of its decision in writing within said 60-day period, stating specifically the basis of the decision written in a manner calculated to be understood by the Participant and the specific provisions of the Plan on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Committee, but notice of this deferral shall be given to the Participant. In the event an appeal of a denial of a claim for benefits is denied, any lawsuit to challenge the denial of such claim must be brought within one year of the date the Committee has rendered a final decision on the appeal.

ARTICLE 11 AMENDMENTS AND TERMINATION

Section 11.1 Amendments. The Company, by action of the Compensation Committee of the Board, or the Chief Executive Officer of the Company or the Senior Vice President of Human Resources, to the extent authorized by the Compensation Committee of the Board, may amend the Plan, in whole or in part, at any time and from time to time. Any such amendment shall be filed with the Plan documents. No amendment, however, may be effective to reduce the vested amounts credited to a Participant�s Account (or that would be so credited with respect to a Participant who is actively employed immediately prior to the date of amendment had the Participant had a Separation from Service and had his or her Account been established immediately prior to such date), as determined immediately prior to such amendment, except that the Company may change the investment funds or funds that it may make available for crediting gains and losses pursuant to Section�6.3 at any time in its discretion.

Section 11.2 Termination. The Company reserves the right to terminate the Plan at any time by action of the Compensation Committee of the Board. Upon termination of the Plan, all accruals and contributions shall immediately cease. Termination of the Plan shall not be effective to reduce the vested amounts credited to a Participant�s Account (or that would be so credited with respect to a Participant who is actively employed immediately prior to the date of such termination had the Participant had a Separation from Service and had his or her Account been

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established immediately prior to such date). If the Plan is terminated, payments from the Accounts of all Participants and Beneficiaries shall be made at the time and in the manner otherwise specified in the Plan, except as otherwise determined by the Company at the time of termination, subject to Article 8.

ARTICLE 12 MISCELLANEOUS

Section 12.1 No Guarantee of Employment. Neither the adoption nor the maintenance of the Plan shall be deemed to be a contract of employment between any Affiliate and any Participant. Nothing contained herein shall give any Participant the right to be retained in the employ of an Affiliate or to perform services for an Affiliate, or to interfere with the right of an Affiliate to discharge any Participant at any time; nor shall it give an Affiliate the right to require any Participant to remain in its employ or to perform services for it or to interfere with the Participant�s right to terminate his or her employment or performance of services at any time.

Section 12.2 Release. Any payment of benefits to or for the benefit of a Participant or a Participant�s Beneficiary that is made in good faith by the Company in accordance with the Company�s interpretation of its obligations under the Plan shall be in full satisfaction of all claims against the Company for benefits under the Plan to the extent of such payment.

Section 12.3 Notices. Any notice permitted or required under the Plan shall be in writing and shall be hand-delivered or sent, postage prepaid, by first class mail, or by certified or registered mail with return receipt requested, to the principal office of the Company, if to the Company, or to the address last shown on the records of the Company, if to a Participant or Beneficiary. Any such notice shall be effective as of the date of hand-delivery or mailing.

Section 12.4 Nonalienation. No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, levy, attachment, or encumbrance of any kind by any Participant or Beneficiary, except with respect to a Domestic Relations Order.

Section 12.5 Withholding. The Company may withhold from any payment of benefits or other compensation payable to a Participant or Beneficiary, or the Company may direct the trustee of the Trust to withhold from any payment of benefits to a Participant or Beneficiary, such amounts as the Company determines are reasonably necessary to pay any taxes or other amounts required to be withheld under applicable law.

Section 12.6 Captions. Article and section headings and captions are provided for purposes of reference and convenience only and shall not be relied upon in any way to construe, define, modify, limit, or extend the scope of any provision of the Plan.

Section 12.7 Applicable Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the State of Minnesota, except to the extent such laws are preempted by the laws of the United States of America.

Section 12.8 Invalidity of Certain Provisions; Sections 409A and 457A. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan and the Plan shall be construed and enforced as if such

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provision had not been included. The Plan is intended to comply in form and operation with Section�409A, and shall be construed accordingly. If any provision of the Plan does not conform to the requirements of Section�409A or Section�457A of the Code, the Plan shall be construed and enforced as if such provision had not been included. Without limiting the generality of the foregoing, no compensation may be deferred under the Plan if such deferral would violate the provisions of Section�457A of the Code by virtue of being paid or payable in respect of services to any �non-qualified entity� within the meaning of Section�457A of the Code.

Section 12.9�� No Other Agreements. The terms and conditions set forth herein constitute the entire understanding of the Company and the Participants with respect to the matters addressed herein.

Section 12.10 Incapacity. In the event that any Participant is unable to care for his or her affairs because of illness or accident, any payment due may be paid to the Participant�s spouse, parent, brother, sister or other person deemed by the Committee to have incurred expenses for the care of such Participant, unless a duly qualified guardian or other legal representative has been appointed.

Section 12.11 Electronic Media. Notwithstanding anything in the Plan to the contrary, but subject to the requirements of ERISA, the Code, or other applicable law, any action or communication otherwise required to be taken or made in writing by a Participant or Beneficiary or by the Company or Committee shall be effective if accomplished by another method or methods required or made available by the Company or Committee, or their agent, with respect to that action or communication, including e-mail, telephone response systems, intranet systems, or the Internet.

Section 12.12 Delay of Distributions Upon Certain Events Delay in Distributions.

(a) Except as set forth in Section�12.13, if a Participant is a Specified Employee as of the date of his or her Separation from Service, any distributions that under the terms of the Plan are to commence to the Participant on his or her Separation from Service (�separation distributions�) shall commence within 90 days after the Participant�s �delayed distribution date� (as defined below). In this case, the Company shall, in its discretion, determine whether the first separation distribution to the Participant shall include the aggregate amount of any separation distributions that, but for this paragraph (a), would have been paid to the Participant from the date of his or her Separation from Service until the delayed distribution date, or whether each separation distribution shall be delayed for six months. For purposes of this paragraph (a), a Specified Employee�s �delayed distribution date� is the first day of the seventh month following the Participant�s Separation from Service, or if earlier, the date of the Participant�s death.

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��(b) A payment under the Plan may be delayed by the Company under any of the following circumstances so long as all payments to similarly situated Participants are treated on a reasonably consistent basis:

�� (i) The Company reasonably anticipates that if such payment were made as scheduled, the Company�s deduction with respect to such payment would not be permitted under Section�162(m) of the Code, provided that the payment is made either during the first Plan Year in which the Company reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section�162(m) or during the period beginning with the date of the Participant�s Separation from Service and ending on the later of the last day of the Company�s fiscal year in which the Participant has a Separation from Service or the 15th day of the third month following the Separation from Service.

�� (ii) The Company reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law, provided that the payment is made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation.

�� (iii) Upon such other events as determined by the Company and according to such terms as are consistent with Section�409A or are prescribed by the Commissioner of Internal Revenue.

Section 12.13 Acceleration of Distributions Upon Certain Events. The Company may, in its discretion, distribute all or a portion of a Participant�s Accounts at an earlier time and in a different form than specified above in this Article 5 under the circumstances described below:

�� (a) As may be necessary to fulfill a Domestic Relations Order. Distributions pursuant to a Domestic Relations Order shall be made according to administrative procedures established by the Company.

�� (b) To the extent reasonably necessary to avoid the violation of ethics laws or conflict of interest laws pursuant to Section�1.409A-3(j)(ii) of the Treasury regulations.

�� (c) To pay FICA on amounts deferred under the Plan and the income tax resulting from such payment.

�� (d) To pay the amount required to be included in income as a result of the Plan�s failure to comply with Section�409A.

�� (e) If the Company determines, in its discretion, that it is advisable to liquidate the Plan in connection with a termination of the Plan pursuant to Section�11.2, subject to Article 8.

�� (f) As satisfaction of a debt of the Participant to an Affiliate, where such debt is incurred in the ordinary course of the service relationship between the Affiliate and the Participant, the entire amount of the reduction in any Plan Year does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

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Notwithstanding anything in this Section�12.13 to the contrary, the Company shall not provide the Participant with discretion or a direct or indirect election regarding whether a payment is accelerated pursuant to this Section�12.13.

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SCHEDULE A

Manner of Crediting Gains and Losses to Personal Investment Account

Pursuant to Section�6.3

The Personal Investment Accounts of Participants shall be credited with gains and losses as if invested in one or more of the investments funds listed below that are selected by the Company and communicated to the Participants from time to time, in the proportions designated by the Participant on an investment election form submitted to the Company by the Participant. The investment election form shall be submitted to the Company in the form and manner specified by the Committee, which may be electronically pursuant to Section�12.11. Until and unless changed by the Committee, Participants shall be permitted to change investment elections, generally, on a daily basis.

Medtronic Interest Income Fund

Vanguard Total Bond Market Index Fund

Vanguard Wellington Fund

Vanguard 500 Index Fund

Vanguard Windsor II Fund

Vanguard Morgan Growth Fund

Vanguard PRIMECAP Fund

Vanguard Extended Market Index Fund

Vanguard Explorer Fund

Vanguard International Growth Fund

Medtronic plc Stock Fund

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A-1

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Form 8-K MEDTRONIC INC For: Jan 26

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