Common use of Section 409A of the Clause in Contracts

Section 409A of the. IRS Code (“the Code”). The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code to the extent subject thereto or be exempt therefrom and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid the application of an accelerated or additional tax under section 409A of the Code, each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of section 409A of the Code, and any payments that are due within the "short term deferral period" as defined in section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid the application of an accelerated or additional tax under section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following your "separation from service" (within the meaning of section 409A) shall instead be paid on the first business day after the date that is six months following your "separation from service" (or upon your death, if earlier). To the extent required to avoid an accelerated or additional tax under section 409A of the Code, amounts reimbursable to you under this Agreement shall be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not affect amounts reimbursable or provided in any subsequent year. WHEREFORE, the parties execute this Agreement in counterparts effective the date set forth below. /s/ C▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ C▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President, Human Resources Date: 12/28/10 Date: 12/28/10 This Separation Agreement and Release (“Release”) is made and entered into by and between Medtronic, Inc. (“Medtronic”), and W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("You"), whose residence is 2▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Section 409A of the. IRS Code (“the Code”). The intent of the parties is that payments and benefits under this Agreement Release comply with Section 409A of the Code to the extent subject thereto or be exempt therefrom and, accordingly, to the maximum extent permitted, this Agreement Release shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid the application of an accelerated or additional tax under section 409A of the Code, each amount to be paid or benefit to be provided under this Agreement Release shall be construed as a separately identified payment for purposes of section 409A of the Code, and any payments that are due within the "short term deferral period" as defined in section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid the application of an accelerated or additional tax under section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement Release during the six-month period immediately following your "separation from service" (within the meaning of section 409A) shall instead be paid on the first business day after the date that is six months following your "separation from service" (or upon your death, if earlier). To the extent required to avoid an accelerated or additional tax under section 409A of the Code, amounts reimbursable to you under this Agreement Release shall be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not affect amounts reimbursable or provided in any subsequent year. WHEREFORE, the parties execute this Agreement in counterparts effective the date set forth below. /s/ C▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ C▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President, Human Resources Date: 12/28/10 Date: 12/28/10 This Separation Agreement and Release (“Release”) is made and entered into by and between Medtronic, Inc. (“Medtronic”), and W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("You"), whose residence is 2▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.