Amendment to Medtronic, Inc. 2003 Long-Term Incentive Plan Limiting Restricted Stock Usage
This amendment, approved by Medtronic, Inc.'s Board of Directors, modifies the company's 2003 Long-Term Incentive Plan. It limits the number of shares that can be issued as Restricted Stock or similar awards to 50% of the total 60 million shares available under the plan. Additionally, no more than 5% of the reserved shares may be granted as Restricted Stock Awards that vest in less than three years, or in less than one year if vesting is based on company or share performance. These changes aim to ensure responsible use of equity incentives.
EXHIBIT 10.1
Amendment to 2003 Long-Term Incentive Plan
On August 28, 2003, the Medtronic, Inc. Shareholders approved the Medtronic 2003 Long-Term Incentive Plan (the “Plan”). Subsequently, on October 23, 2003, the Medtronic, Inc. Board of Directors amended the Plan to limit the usage of Restricted Stock under the Plan as follows:
The first sentence of Section 3 of the Plan, entitled “Shares Subject to the Plan,” was amended to add the underscored language below and now reads in its entirety as follows:
The total number of Shares which may be issued under the Plan is 60,000,000, of which no more than 50% may be issued in the form of Restricted Stock or Other Stock-Based Awards payable in Shares, provided, however, that no more than 5% of the Shares reserved under the Plan shall be granted pursuant to Restricted Stock Awards if such Award (a) shall vest in full prior to three years from the Award date or (b) if a condition to such vesting is based, in whole or in part, upon performance of the Shares or any aspect of the Company’s operations and such vesting could occur over a period of less than one year from the Award date.
