Exhibit






Exhibit 10.1


2019 LivaNova Short-Term Incentive Plan




On February 21, 2019, the Compensation Committee (the "Committee") of the Board of Directors of LivaNova Plc approved our 2019 annual short-term incentive plan (the "2019 STIP") for our executive officers.  Our chief executive officer, Damien McDonald, and chief financial officer, Thad Huston, as well as our other executive officers and Mr. Wise, are eligible to participate in the 2019 STIP.


Under the 2019 STIP, each participant is eligible to receive a target bonus amount calculated as a percentage of base salary, as specified in the participants' employment agreements, copies of which are on file with the Securities and Exchange Commission, or as determined by the Committee.  The current target bonus percentage for each of the participants is as follows:


	
		
	 
	Target Bonus Percentage of Base Salary

	Mr. McDonald
	125%

	Mr. Huston
	90%

	Mr. Manko
	40%

	Ms. Skeffington
	70%

	Mr. Wise
	50%






Payment of the target bonus amount is conditioned on achievement of certain financial and non-financial objectives, as described below.


	
			
	 
	Financial Objectives

	 
	Net Sales
	Adjusted Net Income

	Mr. McDonald
	45%
	30%

	Mr. Huston
	35%
	25%

	Mr. Manko
	35%
	25%

	Ms. Skeffington
	35%
	25%

	Mr. Wise
	35%
	25%






“Net Sales” is defined as our net sales for 2019 at budgeted currency exchange rates, excluding net sales from any acquisitions in 2019.  “Adjusted Net Income” is defined as our non-GAAP net income at reported currency exchange rates, after adjustments for the effects of acquisitions, divestitures, restructuring, integration, purchase price allocation and intangible amortization, special items, including 3T Heater Cooler remediation and significant and unusual litigation, including 3T Heater Cooler litigation, and equity compensation.


If the threshold for a financial objective is achieved, then the funding for that objective is scaled down or up for underachievement or overachievement, respectively, of the objective, as follows:









	
			
	Percent Achievement of Sales Objective
	Percent Achievement of Income Objective
	Percent Funding for Objective

	<97%
	<90%
	  0%

	97%
	90%
	 50%

	 
	Linear Interpolation:  1:16.67 (Sales)
                 1.50 (Income)

	100%
	100%
	100%

	 
	Linear Interpolation:  1:7.50

	110%
	110%
	175%

	>110%
	>110%
	175%








	
						
	 
	Non-Financial Objectives

	 
	Design
	Clinical
	Regulatory
	Commercialization
	Leadership

	Mr. McDonald
	10%
	10%
	15%
	5%
	̶̶

	Mr. Huston
	10%
	10%
	15%
	5%
	15%

	Mr. Manko
	10%
	10%
	15%
	5%
	15%

	Ms. Skeffington
	10%
	10%
	15%
	5%
	15%

	Mr. Wise
	10%
	10%
	15%
	5%
	15%






The non-financial objectives comprise product development projects that will drive revenue generation beyond 2019, plus a Leadership objective focused on developing our future leaders.  The Design projects include two product development projects, each valued at 5% if the objectives are achieved within defined timelines.  The Clinical projects are enrollment objectives for two clinical studies, each valued at 5%.  The Regulatory projects include three regulatory submission objectives and a fourth project, together valued at 15%, and the Commercialization objective is a commercial launch objective valued at 5%.  Together, the nine product development project objectives represent 25% of each executive’s target bonus, but total 40% if all objectives are achieved, representing a potential overachievement of 15%.  The Leadership objective is valued at 15% and cannot be overachieved.


The table below shows the minimum and maximum achievement of the target short-term incentive payment under the 2019 STIP.


	
			
	 
	Minimum
	Maximum

	Mr. McDonald
	0%
	171%

	Mr. Huston
	0%
	145%

	Mr. Manko
	0%
	145%

	Ms. Skeffington
	0%
	145%

	Mr. Wise
	0%
	145%










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