In order to provide remuneration for business use of your personal automobile, financial planning services, and other personal, job related expenses; you will continue to be provided with an annual allowance of $40,000 (paid bi-weekly). Additionally, you will continue to have access to Medtronic’s corporate jet, following the policies that have been established for its use.

During the Employment Term, you shall be reimbursed for such reasonable travel and other expenses incurred in the performance of your duties hereunder on a basis no less favorable than that provided by [[Organization A:Organization]] to its senior executives other than [[Organization A:Organization]]’s Chairman Emeritus, but in any event on a basis consistent with that provided to you, or agreed to be provided to you, immediately prior to the date of this Agreement.

Other Benefits and Perquisites. The Employee shall be offered any additional employee benefits and perquisites the Corporation offers to other Senior Vice Presidents of the Corporation (to the extent the Employee otherwise satisfies the eligibility criteria for such benefits), including receipt of an annual perquisite account of ​.

Other Business. The Borrower will not # engage in any business other than the transactions contemplated by the Basic Documents, # incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or any other Basic Document (excluding any incidental expenses incurred by the Borrower in connection with the performance of its obligations under the Basic Documents) or # form any Subsidiary or make any Investments in any other Person.

Allowance. Paragraph 11 of the First Amendment is deleted and replaced with the following:

Other Business Activities. Executive has disclosed to Company and Company acknowledges that Executive is currently involved in the other business activities described on [Schedule 1.1] hereto (the “Disclosed Activities”). Company has determined that the Disclosed Activities do not currently conflict with the Company’s business plans or strategies, and Executive shall be permitted to continue to engage in the Disclosed Activities for the term of this Agreement; provided, however, that Company’s Board and Executive agree to periodically mutually review the Disclosed Activities and assess the impact, if any, of such activities on Executive’s duties pursuant to this Agreement. Nothing in this Agreement shall prohibit Executive from serving as a director of or investor in other business enterprises or non-profit entities so long as such activities do not materially conflict with Executive’s duties hereunder.

The parties acknowledge that each party has on-going business relationships in the materials and energy marketplaces to market and license their currently available service and product offerings. Except as set forth in Section 1 # and 10(b), nothing contained in this Agreement will limit the ability of either party to engage in any current or future business activities or to create business and customer relationships with other parties relating to business opportunities similar to those contemplated hereunder, including, without limitation, Seller manufacturing Components in the Production Facility or storing Components in the Storage Facility for any other purchaser of Components; provided, however, that, except as required for the efficient performance of this Agreement, neither party shall use the other party’s Confidential Information (as defined in the GEE Purchase Terms) or make or permit copies to be made of such Confidential Information without the Disclosing Party’s (as defined in the GEE Purchase Terms) prior written consent.

Benefits and Perquisites. Executive shall be entitled to participate in, to the extent Executive is otherwise eligible under the terms thereof, the benefit plans and programs, and receive the benefits and perquisites, generally provided by the Company to executives of the Company, including without limitation family medical insurance (subject to applicable employee contributions). Executive shall be entitled to not less than 20 vacation days per year, such days to be accrued and used in accordance with Company policy.

Expense Allowance. The Company shall pay directly, or advance funds to Executive or reimburse Executive for, all expenses reasonably incurred by him in connection with the performance of his duties as an employee or consultant hereunder, upon the submission to the Company of itemized expense reports, receipts or vouchers in accordance with its then customary policies and practices.

Expense Allowance. During the term of this Agreement and any extension thereof, the Company shall provide the President and CEO an annual expense allowance (the “Expense Allowance”)in the amount of ​ from which the President and CEO shall pay his # car-related expenses; # membership expenses for social, business or professional organizations (all such membership(s) shall be maintained in the name of the President and CEO); and # any other expenses which, in his judgment, are reasonably appropriate for the performance of his duties under this Agreement.