Summary of Compensation for Non-Employee Directors of St. Jude Medical, Inc. (Effective May 16, 2007)

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Summary

This document outlines the compensation program for non-employee directors of St. Jude Medical, Inc., effective May 16, 2007. Non-employee directors receive an annual retainer, per-meeting fees, annual stock option grants, and reimbursement for annual physical exams. Additional fees are provided for committee chairs, members, and the presiding director. Directors may participate in a charitable contribution matching program and can elect to receive their retainer as restricted stock. The document also describes a terminated retirement plan for directors who served before April 1, 1996, detailing eligibility and benefit terms.

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EX-10.23 2 stjude070841_ex10-23.htm SUMMARY OF COMPENSATION FOR NON-EMPLOYEE DIRECTORS Exhibit 10.23 to St. Jude Medical, Inc. Form 10-K for the year ended December 30, 2006

Exhibit 10.23


Summary of Compensation for Non-employee Directors

 

 

 

 

 

Effective May 16, 2007, the compensation of each non-employee member of the Board of Directors will be:

 

 

 

 

1.

Annual retainer: $54,000 paid monthly (increased from $50,000)

 

 

 

 

2.

Per diem for each board meeting: $2,000 (excluding telephone board meetings)

 

 

 

 

3.

Annual non-qualified stock option grant:

 

 

 

 

a.

Date of grant: Annual shareholders meeting

 

 

 

 

b.

Term: 8 years

 

 

 

 

c.

Price: 100% of fair market value on date of grant

 

 

 

 

d.

Vesting: 6 months after date of grant

 

 

 

 

e.

Amount: 7,750 (increased from 5,600)

 

 

 

 

4.

Physical exam: Reimbursement for up to $1,500 for an annual physical exam

 

 

 

 

5.

Committee fees:

 

 

 

 

a.

Chairperson:

 

 

 

 

i.

Compensation Committee and Governance and Nominating Committee: $9,000 per annum

 

 

 

 

ii.

Audit Committee: $12,000 per annum (increased from $9,000)

 

 

 

 

b.

Members: $4,000 per annum

 

 

 

 

c.

Presiding Director: $5,000 per annum

 

 

 

 

6.

Charitable contribution match: Directors are eligible for the Company’s standard program which matches certain charitable contributions up to a maximum of $1000 per year.

 

 

 

 

7.

Restricted stock in lieu of retainer: Each director can elect to take 100%, 50% or none of their retainer in the form of a restricted stock grant which is valued at fair market value on the date of grant, with the restriction lapsing six months after the date of grant.

 

 

 

 

8.

Terminated retirement plan: Under a retirement plan for non-employee directors that was terminated April 1, 1996, each non-employee director serving on the Board at that time who serves five years or more will receive payment of an annual benefit equal to the average of the annual retainers paid to the director during his or her service as a director, with a minimum annual benefit of $24,000. The retirement benefit will commence at the later of the time of retirement from the Board or when the director becomes 60 years old. The retirement benefit is payable over a number of years equal to the director’s years of service as a member of the Board of Directors prior to April 1, 1996.