Medtronic, Inc. Executive Employment Offer Letter Agreement with Michael J. Coyle (November 2009)

Michael Coyle
Page 4
November 18, 2009

16.

Confidential Information

Following your acceptance of this offer of employment, you may be provided with Confidential Information relating to Medtronic’s business that (a) derives independent economic value from not being generally known or readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use, and (b) which Medtronic has treated or designated as secret, proprietary, or confidential.

By your acceptance of this offer, and for good and valuable consideration provided by Medtronic, you agree to treat all Confidential Information entrusted to you by Medtronic as a fiduciary and accept and undertake all of the obligations of a fiduciary to maintain and protect Confidential Information for the benefit of Medtronic. You further agree not to directly or indirectly use or disclose any Confidential Information to or for the benefit of anyone other than Medtronic, either before, during, or after employment, for as long as the information retains the characteristics described in this Section 15.

17.

Employee Agreement

As a condition of this offer of employment with Medtronic and as a condition of receiving the benefits identified herein, you must sign the standard Employee Agreement and the Employment Agreement, which provides for compensation in the event of certain changes in control. Copies of these agreements are attached for your review. You must sign and return the agreements no later than your first day of employment with Medtronic.

18.

Protection of Former Employer

With regard to any employment agreements you may have with current or past employers, please be advised that Medtronic’s corporate policy prohibits an employee’s use or disclosure of a former employer’s trade secrets and/or confidential information. You are encouraged to discuss any questions about this with us prior to your first day of employment.

19.

Eligibility Documents

As required by federal law, Medtronic must verify that its employees are eligible to work in the United States. On or before your first day of employment, you will be required to certify that you are a citizen of the U.S., a noncitizen national of the U.S., a lawful permanent resident, or an alien authorized to work in the U.S. Please bring acceptable supporting documents (as listed on the reverse side of the I-9 Form) to your first day of work. A Designated Medtronic Representative will then review your documentation and complete section 2 on Form I-9. Failure to produce the required documentation within 72 hours (unless a government authorized extension applies) may result in termination of employment.