Exhibit 10.3


 





 


RESTRICTED STOCK AWARD AGREEMENT 


2003 LONG-TERM INCENTIVE PLAN


 


Name 


Address


Number of shares of
common stock


Grant Date 


Vesting Date


 


1.                                      Restricted
Stock Award.  Medtronic, Inc., a
Minnesota corporation (the “Company”), hereby awards to the individual named
above shares of Common Stock of the Company, which is subject to the
restrictions, limitations, and conditions contained in this Restricted Stock
Award Agreement (this “Agreement”) and in the Medtronic, Inc. 2003 Long-Term
Incentive Plan (the “Plan”).  In the
event of any inconsistency between the terms of the Agreement and the Plan, the
terms of the Plan will govern. 
Capitalized terms not defined in this Agreement shall have the meanings
ascribed to them in the Plan.


 


2.                                       Restricted Stock Period.  The Restricted Stock Period is
four years, and at the end of this period, if you have been continuously
employed by the Company or any Affiliate and all other conditions and
restrictions are met, the stock under the Award will become yours free of all
restrictions (i.e., will “vest”), on a 100% cliff vesting basis, as of the
Vesting Date indicated above.  During the
Restricted Stock Period, the Restricted Stock is subject to the restrictions,
conditions, and limitations described in this Agreement and the Plan.   In the case of your death, Disability or
Retirement, you shall be entitled to receive that number of shares of
Restricted Stock under the Award that has been pro rated for the portion of the
Restricted Stock Period during which you were employed by the Company or any
Affiliate, and with respect to such shares of Common Stock, all restrictions
shall lapse.  Upon termination of your
employment for any reason other than death, Disability or Retirement, any
shares of Restricted Stock whose restrictions have not lapsed will
automatically be forfeited in full and canceled by the Company as of 11:00 p.m.
CT (midnight ET) on the date of such termination of employment.  For purposes of this Agreement, the terms “Disability”  and “Retirement” shall have the meanings
ascribed to those terms under any retirement plan of the Company which is
qualified under Section 401 of the Code (which currently provides for
retirement on or after age 55, provided you have been employed by the Company
and/or one or more Affiliates for at least ten years, or retirement on or after
age 62), or under any disability or retirement plan of the Company or any
Affiliate applicable to you due to employment by a non-U.S. Affiliate or
employment in a non-U.S. location, or as otherwise determined by the Committee.


 


3.                                       Change in Control.  Upon the occurrence of a Change in Control,
all restrictions with respect to shares of Restricted Stock shall lapse.


 


4.                                       Forfeitures.  If you have received or been entitled to
receive payment in cash, delivery of Common Stock or a combination thereof
pursuant to an Award within the period beginning six months prior to your
termination of employment with the Company or its Affiliates and ending when
the Award terminates or is canceled, the Company, in its sole discretion, may
require you to return or forfeit the cash and/or Common Stock received or
receivable with respect to the Award, in the event you are involved in any of
the following occurrences:  performing
services for or on behalf of a competitor of, or otherwise competing with, the
Company or any Affiliate, unauthorized disclosure of material proprietary
information of the Company or any Affiliate, a violation of applicable business
ethics policies or business policies of the Company or any Affiliate, or any
other occurrence determined by the Committee. 
The Company’s right to require forfeiture must be exercised not later
than 90 days after discovery of such an occurrence but in no event later than
15 months after your termination of employment with the Company and its
Affiliates.  Such right shall be deemed
to be exercised upon the Company’s mailing written notice to you of such
exercise at your most recent home address as shown on the personnel records of
the Company.  In addition to requiring
forfeiture as described herein, the Company may exercise its rights under this 


 





















 


Section 4 by terminating any Award.  If you fail or refuse to forfeit the cash
and/or Common Stock demanded by the Company (adjusted for any intervening stock
splits), you shall be liable to the Company for damages equal to the number of
Shares demanded times the highest closing price per share of the Common Stock
during the period between the date of termination of your employment and the
date of any judgment or award to the Company, together with all costs and
attorneys’ fees incurred by the Company to enforce this provision.




5.                                       Rights
of Shareholders.  As a recipient
of Restricted Stock, you will have the rights of a shareholder of Common Stock,
including the right to receive dividends and to vote such stock, at the time
you are awarded the Restricted Stock. 
Shares representing the Restricted Stock will be issued and held in
custody by the Company for you.  All
rights as a shareholder with respect to the Restricted Stock will cease, and
your Restricted Stock will be forfeited, upon termination of your rights to
such stock as provided in paragraph 2 or 4 above or pursuant to the provisions
of the Plan.  Upon such termination, the
Restricted Stock shares shall be canceled by the Company.


 


6.                                       Restrictive
Legend.   Each certificate
representing shares of the Restricted Stock will contain a statement
substantially as follows:


 


“The
shares represented by this certificate are subject to a risk of forfeiture and
other restrictions, conditions, and limitations, including restrictions on
transferability, as more particularly described in the Medtronic, Inc. 2003
Long-Term Incentive Plan and Restricted Stock Award Agreement covering such
shares.  Such Plan and Agreement are
available for inspection at the principal office of Medtronic, Inc.”


 


Failure to include this statement on any of the Restricted
Stock certificates will not invalidate or waive the restrictions, limitations,
or conditions contained in this Agreement and the Plan.


 


7.                                       Withholding
Taxes.  You are responsible for
any federal, state, local or other taxes due upon vesting of the Restricted
Stock, and you must promptly pay to the Company any such taxes.  The Company and its subsidiaries are
authorized to deduct from any payment to you any taxes required to be withheld
with respect to the Restricted  Stock. As described in Section 4(e) of
the Plan, you may elect to have a portion of the vested Restricted Stock
withheld by the Company to satisfy all or part of the withholding tax
requirements relating to the Restricted Stock. 
Any fractional share amount due relating to such tax withholding will be
rounded up to the nearest whole share and the additional amount will be added
to your federal withholding.


 


8.                                       No
Employment Contract.  Nothing
contained in the Plan or in this Agreement shall create any right to your
continued employment or otherwise affect your status as an employee at
will.  You hereby acknowledge that
Medtronic and you each have the right to terminate your employment at any time
for any reason or for no reason at all.


 


9.                                       Agreement.  Your receipt of the Award and this
Agreement constitutes your agreement to be bound by the terms and conditions of
this Agreement and the Plan.


 


Linked to the electronic
Agreement are the Plan and the Plan Summary (prospectus) for your review.  You may also view and print these documents
from UBS’s Internet website, Shareholder Services’ intranet website or request
written copies by contacting Shareholder Services at 763.505.3030.


 


Shareholder Services, LC310


Medtronic, Inc.


710 Medtronic Parkway


Minneapolis, MN  55432-5604