Exhibit
10.55



 





November 19, 2009


Michael J. Coyle

100 Stage Coach Road

Bell Canyon, CA 91307


Dear Mike:


It is with great pleasure
that I confirm our offer to you to become a member of Medtronic’s senior
management team. Based on our telephone conversation, the following are the
terms of our offer of employment to you. As I indicated during our call, the
offer is contingent upon full compensation committee approval next week.


	
  

 	
  

 
	
 1.

 	
 Title

 
	
  

 	
  

 
	
  

 	
 Executive Vice President
 and Group President, 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.

 
	
  

 	
  

 
	
 3.

 	
 Employment Date

 
	
  

 	
  

 
	
  

 	
 Your exact employment
 date with Medtronic will be determined upon acceptance of this offer.

 
	
  

 	
  

 
	
 4.

 	
 Base Salary

 
	
  

 	
  

 
	
  

 	
 Your base salary will be
 $600,000 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.

 













	
  

 	
  

 
	
 Michael Coyle

 Page 2

 November 18, 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 $550,000 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 $2,200,000 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 $550,000 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 $1,000,000. This award will vest 25% per year
 beginning one year after the date of grant. The option 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 awards will be
 described in the then-current form of stock option agreement.

 













	
  

 	
  

 
	
 Michael Coyle

 Page 3

 November 18, 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.

 	
 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.

 
	
  

 	
  

 
	
 12.

 	
 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.

 
	
  

 	
  

 
	
 13.

 	
 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.

 
	
  

 	
  

 
	
 14.

 	
 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 2011 compensation. Enrollment for the 2011 CAP will occur in the
 fall of 2010.

 
	
  

 	
  

 
	
 15.

 	
 Severance

 
	
  

 	
  

 
	
  

 	
 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 plus the
 Management Incentive Plan bonus. Notwithstanding the language in this Section
 15, this language will not apply in the event of a “change of control” of Medtronic.
 Under these circumstances, the Employment Agreement referenced in Section 17,
 below, shall be controlling.

 













	
  

 	
  

 
	
 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.

 













	
  

 	
  

 
	
 Michael Coyle

 Page 5

 November 18, 2009

 
	
  

 	
  

 
	
  

 	
 Medtronic is also a
 participant in the Department of Homeland Security’s E-Verify system. An
 employee hired on or after September 8, 2009 will be subject to E-Verify only
 after a Form I-9 has been completed for the employee. Medtronic does not
 tolerate the discrimination of applicants and employees based upon their
 national origin and citizenship (or immigration) status or any protected
 status when verifying employment eligibility through completion of the Form
 I-9 and the use of E-Verify

 
	
  

 	
  

 
	
 20.

 	
 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.

 
	
  

 	
  

 
	
 21.

 	
 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 Jan Erickson, 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

 









Michael
Coyle

Page 6

November 18, 2009


	
  

 	
  

 
	
 Encl.:

 	
 Medtronic
 Employee Agreement

 Medtronic Employment Agreement

 New Hire Employment Document Package

 






	
  

 	
  

 	
  

 	
  

 
	
 



 	
  

 	
 November
 30, 2009



 	
  

 
	
 Michael
 J. Coyle

 	
  

 	
 Date

 	
  

 
	
  

 
	
 100 Stage Coach Rd.

 	
  

 	
  

 	
  

 
	
 Bell Canyon, CA 91307