Exhibit 10.54


	
 

	
 


	


	
Medtronic, Inc.
710 Medtronic Parkway

Minneapolis, MN 55432-5604 USA

www.medtronic.com


	
 

	
 


	
 

	
tel
763.505.3032


	
 

	
fax
763.505.0220





William
A. Hawkins

Chairman
and Chief Executive Officer


July
27, 2009


D.
Cameron Findlay

656 Sheridan Road

Winnetka, IL 60093


Dear
Cam:


It
is with great pleasure that I confirm our revised offer to you to become a
member of Medtronic’s senior management team. Based upon the discussions and
agreements that have been reached, the following are the terms of our offer of
employment to you:


	
 

	
 


	
1.

	
Title


	
 

	
 


	
 

	
Senior
Vice-President, General Counsel and Corporate Secretary, Medtronic, Inc.


	
 

	
 


	
 

	
In
this role, you will serve as a member of the Medtronic Executive Committee,
reporting to me.


	
 

	
 


	
2.

	
Employment
Location


	
 

	
 


	
 

	
Your
assignment with Medtronic will be located at our World headquarters in
Minneapolis, Minnesota. Until the summer of 2010 you will either commute
between Chicago and Minneapolis or office from our Chicago sales office.


	
 

	
 


	
3.

	
Employment
Date


	
 

	
 


	
 

	
Your
employment with Medtronic will commence August 24, 2009


	
 

	
 


	
4.

	
Base
Salary


	
 

	
 


	
 

	
Your
base salary will be $575,000 per year (less applicable withholdings and
deductions) commencing upon employment and paid in accordance with
Medtronic’s standard payroll practices.


	
 

	
 


	
5.

	
Medtronic
Incentive Plan (“MIP”)


	
 

	
 


	
 

	
You
will be eligible to participate in the FY2010 Medtronic Incentive Plan
(“MIP”), pro rata from your start date, with a target payout of 75% of
eligible earnings. The performance period for the plan commenced on April 25,
2009 and ends on April 30, 2010. In the future, you will remain
eligible to participate in MIP subject to the terms and conditions of those
plans.











D.
Cameron Findlay

Page 2

July 27, 2009


	
 

	
 


	
6.

	
Long-Term
Performance Plan (“LTPP”)


	
 

	
 


	
 

	
You
will be eligible to participate in the 2010 - 2012 phase of the three-year
Long-Term Performance Plan (“LTPP”) with a target award of $400,000 pro-rata
from your start date (subject to the terms and conditions of the LTPP). This
phase commenced on April 25, 2009 and ends April 27, 2012. The actual payout
is based on financial performance as measured by three-year cumulative
diluted EPS, three-year average Return on Invested Capital, and three-year
average revenue growth as specified in the Plan document. You will also be
eligible to participate in subsequent 3-year phases that commence in
succeeding fiscal years, to the extent such plans are implemented and subject
to the terms and conditions of the LTPP plan document.


	
 

	
 


	
7.

	
Nonqualified
Stock Option Grant


	
 

	
 


	
 

	
You
will be eligible for annual stock option awards currently granted on the
first business day of the second quarter of each fiscal year beginning in
fiscal year 2011. The current target grant (aggregate exercise price) is
approximately $1,600,000 and vests 25% per year beginning one year after the
date of grant. All terms and conditions of any stock option awards will be
described in the then-current form of stock option agreement.


	
 

	
 


	
8.

	
Performance-Based
Restricted Stock Unit Grant


	
 

	
 


	
 

	
You
will be eligible for annual grants of performance-based restricted stock
units currently granted on the first business day of the second quarter of
each fiscal year beginning in fiscal year 2011. The current grant target is
$400,000 and vests 100% on the third anniversary of the date of grant
provided that the minimum company performance threshold is met as specified
in the agreement. All terms and conditions of any restricted stock unit
awards will be described in the then-current form of restricted stock unit agreement.


	
 

	
 


	
9.

	
Special
Stock Option Grant


	
 

	
 


	
 

	
To
provide you with significant opportunity to share in the future success of
the Company, you will be granted a one-time, non-qualified stock option award
with an aggregate exercise price of approximately $1,600,000. This award will
vest 25% per year beginning one year after the date of grant. The option
award will be granted on the business first day of the fiscal quarter
following your date of employment and subject to approval by the Compensation
Committee of the Board of Directors. All terms and conditions of any
restricted stock awards will be described in the then current form of stock
option agreement.














	
 

	
 


	
D.
Cameron Findlay

Page 3
July 28, 2009 

	









	
 

	
 


	
10.

	
Special
Restricted Stock Unit Grant


	
 

	
 


	
 

	
As
a further inducement to join Medtronic, you will be granted a one-time
restricted stock unit award of $750,000. This award will vest 100% on the
fourth anniversary of the date of grant. The award will be granted on the
first business day of the fiscal quarter following your date of employment
and subject to approval by the Compensation Committee of the Board of
Directors. All terms and conditions of any restricted stock unit awards will
be described in the then-current form of restricted stock unit agreement.


	
 

	
 


	
11.

	
Two-Year
Transition Bonus – Cash


	
 

	
 


	
 

	
To
bridge you until the first payout of the LTPP in June 2012, you will be
granted a $800,000 cash bonus, payable in 2 installments; $400,000 after 12
months of employment and $400,000 after 24 months of employment. Payment of
this bonus requires the successful completion of objectives that you and I
will jointly define.


	
 

	
 


	
12.

	
Employee
Benefits


	
 

	
 


	
 

	
You
will be offered the same benefits as all other employees of Medtronic upon
meeting eligibility requirements as provided for in the Plan documents. In
addition, you will be eligible for 4 weeks of vacation.


	
 

	
 


	
13.

	
Business
Allowance


	
 

	
 


	
 

	
In
order to defray the cost of an automobile, tax preparation and financial
planning, or other related expenses, you will be provided with an annual
allowance of $24,000 (paid bi-weekly). In addition, you will be provided with
a periodic medical examination under the Company’s Executive Physical
Examination program.


	
 

	
 


	
14.

	
Relocation


	
 

	
 


	
 

	
Costs
associated with your move to Minneapolis will be provided consistent with
Medtronic’s relocation program. Medtronic will seek to minimize or offset
loss on sale of personal residence or other major relocation expenses.


	
 

	
 


	
15.

	
Deferred
Compensation Plan


	
 

	
 


	
 

	
You
will be eligible to participate in the next phase of Medtronic’s Capital
Accumulation Plan (“CAP”), subject to the terms of the CAP, which will
provide for deferral of calendar 2010 compensation. Enrollment for the 2010
CAP will occur in the fall of 2009.











D.
Cameron Findlay

Page 4

July 27, 2009


	
 

	
 


	
16.

	
Severance


	
 

	
 


	
 

	
In
the event you are terminated without cause during FY10, Medtronic shall pay
you an amount (the “Severance Amount”) equal to 1.5 times your annual base
salary provided you sign Medtronic’s standard Separation Agreement and
Release.


	
 

	
 


	
 

	
Beginning
with FY11, in the event you are terminated without cause, Medtronic shall pay
you an amount (the “Severance Amount”) equal to 1.0 times your annual base
salary.


	
 

	
 


	
 

	
Notwithstanding
the language in this Section 16, this language will not apply in the event of
a “change of control” of Medtronic. Under these circumstances, the Employment
Agreement referenced in Section 18, below, shall be controlling.


	
 

	
 


	
17.

	
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 17.


	
 

	
 


	
18.

	
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. A copy of this these agreements are
attached for your review. You must sign and return the agreements no later
than your first day of employment with Medtronic.











D.
Cameron Findlay

Page 5

July
27, 2009


	
 

	
 


	
19.

	
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.


	
 

	
 


	
20.

	
Eligibility
Documents


	
 

	
 


	
 

	
Completion
of background verification is a condition of your employment with Medtronic.
In addition, you must comply with the federal regulations regarding
completion of the U.S. Department of Homeland Security I-9 Employment
Eligibility Form. The regulations require that you bring original
identification documents as outlined on side two of the enclosed Employment Eligibility
form. This form must be completed and signed by you in the presence of a
Medtronic representative on your first day of employment. The Medtronic
representative will then review your documentation and complete section two
of the form. Failure to produce the required documentation within 72 hours
(unless a government authorized extension applies) will result in suspension
of employment, without continuation of pay, until these records are provided.


	
 

	
 


	
21.

	
Substance
Abuse Testing


	
 

	
 


	
 

	
A
condition of your employment at Medtronic is the successful completion of a
drug screening test. A screening will be arranged on your next visit to
Minneapolis if possible. If you do not take the test, our offer will be
rescinded. If you do not pass the test, you will receive a letter from our
medical review officer providing you with the opportunity to explain the
positive test result or to ask for a retest of the same sample at your
expense.











D.
Cameron Findlay

Page 6

July 27, 2009


	
 

	
 


	
22.

	
Mandatory
Ethics and Compliance Training


	
 

	
 


	
 

	
As
a further condition of your employment with Medtronic, you will be required
to complete general ethics and compliance training, including a certification
related to our code of conduct within 30 days of your acceptance of this
offer. Please note that it is your responsibility to make sure that you
complete this training. If you fail to complete the training within 30 days,
we will terminate your employment with Medtronic.





Should
you have any questions regarding the terms of this offer, please contact Martha
Goldberg Aronson, Scott Sherman or me. Also, after you have reviewed the terms
of this letter, please indicate your acceptance by signing one copy in the
space provided below and returning it to me in the provided envelope. Nothing in
this offer letter should be construed as guaranteeing employment with Medtronic
for any specific duration. We look forward to your early response.


We
all believe that you can make a major contribution to Medtronic’s future. In
addition, I am sure that you will find Medtronic an extremely rewarding place
to continue your career. I look forward to welcoming you to Medtronic.


Best
regards,





William
A. Hawkins


	
 

	
 


	
Encl.:

	
Medtronic
Employee Agreement


	
 

	
Medtronic
Employment Agreement


	
 

	
New
Hire Employment Document Package








	
 

	
 

	
 


	


	
 

	
        7/28/09


	
D. Cameron Findlay

	
 

	
Date















August 4, 2009


D. Cameron Findlay

656 Sheridan Road

Winnetka, IL 60093


Dear Cam:


Welcome
to Medtronic. We are excited to have you join us as Senior Vice President and
General Counsel in our challenging and rewarding work to alleviate pain,
restore health, and extend life.


The
purpose of this letter is to amend your official start date from August 24,
2009 to Tuesday, August 4, 2009. We have agreed to advance your start date in
order to allow you to become adequately grounded in key matters. To that end,
Medtronic will provide you with certain confidential and proprietary business
information. As Medtronic’s General Counsel, you will provide legal advice as
requested or required. This information and any communication with Medtronic
attorneys around this information is and will remain privileged, consistent
with your role as Medtronic’s chief legal officer.


Please
indicate your agreement to this amended start date by signing below. Please
return this letter to Martha Goldberg Aronson, Senior Vice President, Chief
Talent Officer, 710 Medtronic Parkway, LC400, Minneapolis, MN 55432, who will
provide an updated offer letter shortly.


Sincerely.


	
 


	



	
William A. Hawkins


	
Chairman and Chief
Executive Officer





Agreed to this 4 day of
August, 2009

by D. Cameron Findlay.