Exhibit 10.1

















ST.
JUDE MEDICAL, INC.


MANAGEMENT
INCENTIVE COMPENSATION PLAN


 (AS ADOPTED ON
DECEMBER 9, 2013)




























TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 1.

 	
  

 	
 Purpose

 	
  

 	
 1

 
	
  

 
	
 Section 2.

 	
  

 	
 Definitions

 	
  

 	
 1

 
	
  

 
	
 Section 3.

 	
  

 	
 Eligibility

 	
  

 	
 1

 
	
  

 
	
 Section 4.

 	
  

 	
 Administration

 	
  

 	
 2

 
	
  

 	
  

 	
 (a)

 	
 Timing of
 Designations

 	
  

 	
 2

 
	
  

 	
  

 	
 (b)

 	
 Adjustments

 	
  

 	
 2

 
	
  

 	
  

 	
 (c)

 	
 Certifications

 	
  

 	
 2

 
	
  

 
	
 Section 5.

 	
  

 	
 Financial
 Performance Goals

 	
  

 	
 2

 
	
  

 
	
 Section 6.

 	
  

 	
 Payment of
 Incentive Compensation; Nonassignability

 	
  

 	
 3

 
	
  

 
	
 Section 7.

 	
  

 	
 No Right To
 Continued Employment

 	
  

 	
 3

 
	
  

 
	
 Section 8.

 	
  

 	
 Amendment and
 Termination

 	
  

 	
 3

 
	
  

 
	
 Section 9.

 	
  

 	
 Shareholder
 Approval of Plan

 	
  

 	
 3

 













ST.
JUDE MEDICAL, INC.

MANAGEMENT INCENTIVE COMPENSATION PLAN

(AS ADOPTED ON DECEMBER 9, 2013)


	
  

 	
  

 
	
 Section 1.

 	
 Purpose.

 


          The
Plan is designed to attract, retain and reward highly qualified executives who
are important to the Company’s success and to provide incentives relating
directly to the financial performance and long-term growth of the Company.


	
  

 	
  

 
	
 Section 2.

 	
 Definitions.

 



          As
used in the Plan, the following terms shall have the meanings set forth below:


          (a)
“Board” shall mean the Board of Directors of St. Jude Medical, Inc.


          (b)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time, and any regulations promulgated thereunder.


          (c)
“Committee” shall mean the Compensation Committee of the Board or any successor
committee of the Board designated by the Board to administer the Plan. Each member of the Committee shall be an
“outside director” within the meaning of Section 162(m) of the Code.


          (d)
“Company” shall mean St. Jude Medical, Inc., a Minnesota corporation, or any
successor corporation and any other corporation in which St. Jude Medical, Inc.
controls, directly or indirectly, 50% or more of the combined voting power of
all classes of voting securities.


          (e)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


          (f)
“Executive Officer” shall mean any officer of the Company subject to the
reporting requirements of Section 16 of the Exchange Act.


          (g)
“Incentive Compensation” shall mean the cash incentive awarded to a Participant
pursuant to terms and conditions of the Plan.


          (h)
“Participant” shall mean any Executive Officer and any other employee or class
of management employees of the Company as may be designated by the Committee.


          (i)
“Plan” shall mean this St. Jude Medical, Inc. Management Incentive Compensation
Plan, as amended from time to time.


          (j)
“Salary” shall mean the direct gross (as opposed to taxable) compensation
earned by the Participant as base salary during the fiscal year, excluding any
and all commissions, bonuses, incentive payments payable during the fiscal
year, and other similar payments.


	
  

 	
  

 
	
 Section 3.

 	
 Eligibility.

 



          Each
fiscal year, the Committee shall designate those employees of the Company,
including Executive Officers, who are eligible to receive Incentive
Compensation under this Plan for the fiscal year.


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 Section 4.

 	
 Administration.

 



          The
awards under the Plan shall be based on the attainment of financial performance
goals for the fiscal year, as determined for each Participant by the Committee.
From time to time, the Committee may designate an award granted pursuant to the
Plan as an award of “qualified performance-based compensation” within the
meaning of Section 162(m) of the Code (a “Qualified Performance Award”). The Committee shall administer the Plan and
shall have full power and authority necessary to construe, interpret and administer
the Plan to comply with the requirements of Section 162(m) of the Code. The
Committee’s decisions shall be final, conclusive, and binding upon all
persons. Except with respect to
Incentive Compensation payable to Executive Officers or any other employee who
is a “covered employee” within the meaning of Section 162(m) of the Code, the
Committee may delegate the establishment of performance goals, and the general
powers of the Committee described above with respect to the Plan, to the Chief
Executive Officer of the Company.


          (a)
Timing of Designations. Not later than
90 days after the beginning of a fiscal year, the Committee shall: (i)
determine the percentage of the Participant’s Salary that may be awarded as
Incentive Compensation for the fiscal year, up to a maximum award under the
Plan of the greater of $5,000,000 or 1.5% of the Company’s consolidated after
tax net profits for the fiscal year; (ii) determine the Participants eligible
to participate in the Plan for the fiscal year; (iii) determine financial
performance goals as set forth in Section 5 herein for each Participant on
which Incentive Compensation will be paid; (iv) determine each Participant’s
Incentive Compensation for the fiscal year; and (v) determine the frequency at
which each Participant’s Incentive Compensation will be paid when attained.


          (b)
Adjustments. Notwithstanding any
provision of the Plan to the contrary, the Committee in its sole discretion may
adjust the amount payable pursuant to an award; provided, however, that (1) the
Committee may adjust downwards (but not upwards) the amount payable pursuant to
a Qualified Performance Award, and (2) the Committee may not waive the
achievement of the applicable performance goals established for a fiscal year with
respect to a Qualified Performance Award, except in the case of the death or
disability of the Participant or a change in control of the Company. 


          (c)
Certifications. The Committee shall
certify in writing prior to commencement of payment of the Incentive
Compensation that the performance goal or goals under which the Incentive
Compensation is to be paid has or have been achieved. 


	
  

 	
  

 
	
 Section 5.

 	
 Financial
 Performance Goals.

 



          With respect
to any Participant who is an Executive Officer or a “covered employee” within
the meaning of section 162(m) of the Code, the Committee shall establish
performance goals based on net earnings; operating earnings or income; earnings
growth; net income; cash flow (including operating cash flow, free cash flow, discounted
cash flow return on investment, and cash flow in excess of cost of capital);
earnings per share; earnings per share growth; stock price; total shareholder
return; absolute and/or relative return on common shareholders equity; return
on shareholders equity; return on capital; return on assets; economic value
added (income in excess of cost of capital); independent customer satisfaction
studies or indices; expense reduction; sales; ratio of operating expenses to
operating revenues; market share; or the expenses or profitability of the
Company or any division or subsidiary; or any combination of such goals for the
fiscal year, or a portion thereof. For employees other than Executive Officers,
subjective, individual performance goals may also be established. Any
performance goal shall be established in a manner such that a third party
having knowledge of the relevant performance results could calculate the amount
to be paid to the Participant. Any such goal shall be 


2








established when the
outcome of the goal is substantially uncertain. The Incentive Compensation may
be paid in whole or in part upon the attainment of any one of the goals. Any
performance goals that relate to Qualified
Performance Awards shall comply with the applicable requirements of Section
162(m) of the Code and any regulations promulgated thereunder. To the extent
consistent with Section 162(m) of the Code, the Committee may, when it
establishes performance goals, also specify whether or not the applicable
performance goals will be applied on a pre- or post-tax basis and whether or
not the applicable performance goals will be adjusted to include or exclude
objectively determinable components of any performance goals, including,
without limitation, special charges such as restructuring or impairment
charges, debt refinancing costs, extraordinary or noncash items, unusual,
nonrecurring or one-time events affecting the Company or its financial
statements or changes in law or accounting principles. 


          With
respect to any Participant other than an Executive Officer or any other
employee who is a “covered employee” within the meaning of Section 162(m) of
the Code, the Committee may establish performance goals based on criteria other
than the financial performance of the Company specified above.


	
  

 	
  

 
	
 Section 6.

 	
 Payment of
 Incentive Compensation; Nonassignability.

 


          The
Incentive Compensation shall be paid only upon certification of the attainment
of the pre-established performance goals by the Committee. Such Incentive
Compensation shall be paid within 90 days of the end of the fiscal year, but
any Participant who is eligible to participate in the Company’s deferred
compensation plan may elect to defer part or all of such Incentive Compensation
under such plan. No Incentive Compensation or any other benefit under the Plan
shall be assignable or transferable by the Participant during the Participant’s
lifetime.


	
  

 	
  

 
	
 Section 7.

 	
 No Right To
 Continued Employment.

 


          Nothing
in the Plan shall confer upon any employee any right to continue in the employ
of the Company or shall interfere with or restrict in any way the right of the
Company to discharge an employee at any time for any reason whatsoever, with or
without cause.


	
  

 	
  

 
	
 Section 8.

 	
 Amendment
 and Termination.

 


          The
Committee may amend, modify, suspend or terminate the Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other
purpose permitted by law. The Committee
will seek shareholder approval of any amendment determined to require
shareholder approval or to be advisable under the regulations of the Internal
Revenue Service or other applicable law or regulation.


	
  

 	
  

 
	
 Section 9.

 	
 Shareholder
 Approval of Plan.

 



          Any
Qualified Performance Award shall be null and void and have no effect
whatsoever unless the Plan shall have been approved by the shareholders of the
Company at the Company’s 2014 Annual Meeting of Shareholders. The Plan must be re-approved by shareholders
no later than the first shareholder meeting that occurs in 2019 (i.e., the
fifth year following the year in which the shareholders previously approved the
Plan). No Qualified Performance Award
shall be granted after such meeting of shareholders unless the shareholders
have re-approved the Plan.


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