Health and Welfare Benefits. All health and welfare benefits applicable to Executive shall continue in effect subject to plan terms during the Transition Period. Thereafter, Executive shall be permitted to elect to continue health coverage then in effect under Patterson’s plan pursuant to COBRA, 26 U.S.C. § 9801 et seq.; provided, however, that the cost of any such coverage shall be at Executive’s expense. In addition, Executive shall be permitted to continue her coverage under the Company’s group life insurance policy, and then convert that coverage to an individual policy, subject to the terms of the group policy and applicable law, and she shall be responsible for the premiums on such continued and converted coverage.

Retirement or Welfare Benefits. During the Contract Period, the Executive shall participate in employee retirement and welfare benefit plans made available to the Company’s senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time as the Company deems appropriate.

You will continue to be eligible for the same benefits as all other U.S. employees of Medtronic, including any benefits commensurate with your job level.

Health Care and Other Welfare Benefits. The Company shall pay the cost of the continued coverage of the Participant and/or the Participant’s family under the Company’s medical and dental employee benefit plans for 18 months after the Date of Termination provided that the Participant makes an election to continue such coverage in the Company’s medical and dental employee benefit plans under COBRA, subject to the requirements and limitations thereof. Unless otherwise limited by applicable law, thereafter, the Company shall pay the cost of the continued coverage of the Participant and/or the Participant’s family under the Company’s medical and dental employee benefit plans for an additional period of six months, in the case of a [Schedule A] Participant, or 18 months, in the case of a [Schedule B] Participant (for a [Schedule C] Participant, no additional period beyond the initial 18 months); provided however, that if the Participant becomes re-employed with another employer and is eligible to receive medical or dental benefits under another employer provided plan, the medical and dental benefits provided by the Company under this Plan shall be secondary to those provided under such other plan during the applicable period of eligibility.

Insured Benefits. With respect to benefits that, prior to the Distribution Date, were provided for under the ​ Welfare Plans through the purchase of insurance, ​ shall cause the ​ Welfare Plans to fully perform, pay and discharge all claims of ​ Welfare Plan Participants that were incurred prior to the Distribution Date.

The benefits that comprise the ​ Welfare Plan (and the nonelective employer contributions towards those benefits) need not be substantially similar in all material respects to the similar benefits (and nonelective employer contributions) provided under the ​ Welfare Plan as of the Distribution Date.

Welfare Benefit Plans. During the Employment Period, Executive and Executive’s family shall be eligible for participation in, and shall be eligible to receive all benefits under, the welfare benefit plans, practices, policies and programs provided by the Company, including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs on the same basis as similarly situated executives of the Company (the “Welfare Plans”).

If the Executive’s employment is terminated for any reason other than Cause, the Executive shall be entitled to elect to receive continued medical, dental and vision benefits under the same benefit plans as in effect for active executive officers of the Company for the Executive and the Executive’s spouse, dependents and beneficiaries eligible for coverage under such plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), for a period of eighteen (18) months, subject to the terms of the plans and payment by the Executive of the premiums charged to former employees of the Company pursuant to Section 4980B of the Code for continued benefit coverage for former employees and their eligible spouses, dependents and beneficiaries under such plans. Thereafter, the Company shall pay the Executive an amount necessary for Executive to acquire such benefits under equivalent plans from an independent provider, net of the amount the Executive would otherwise be required to pay under this [Section 6]. The Company may amend or otherwise alter the medical, dental and vision plans to provide different benefits to the Executive and the Executive’s spouse, dependents and beneficiaries eligible for coverage so long as the benefits provided to the Executive and the Executive’s spouse, dependents and beneficiaries eligible for coverage are no less favorable in the aggregate that those provided or offered to active executive officers of the Company. In no event shall the coverage provided pursuant to this [Section 6] extend beyond December 31 of the year in which the Executive turns 65 years old. The obligations of the Company under this [Section 6] shall terminate if, at any time after the date of termination of the Executive's employment, the Executive is employed by or is otherwise affiliated with a party that offers substantially comparable medical, dental and vision benefits to the Executive.

Terminability of Welfare Plans. Under each Employee Benefit Plan sponsored by the ​ or ​ or their respective Subsidiaries which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, no benefits are due unless the event giving rise to the benefit entitlement occurs prior to plan termination (except as required by Title I, Part 6 of ERISA). The ​ and its Subsidiaries may terminate their respective participation in, and ​ may terminate each such plan at any time (other than a plan that provides benefits pursuant to a collective bargaining agreement) in the discretion of either the ​ or ​ or their Subsidiaries without liability to any Person.

Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

#With respect to Health and Welfare Benefits that are eligible for continuation coverage under COBRA, in the event ​ is unable to continue Employee’s and Employee’s eligible dependents’ (assuming such dependents were covered by ​ at the time of termination) participation under ​’s then existing insurance policies for such Health and Welfare Benefits, Employee may elect to obtain coverage for such Health and Welfare Benefits either by # electing COBRA continuation benefits for Employee and Employee’s eligible dependents; # obtaining individual coverage for Employee and Employee’s eligible dependents (if Employee and Employee’s eligible dependents qualify for individual coverage); or # electing coverage as eligible dependents under another person’s group coverage (if Employee and Employee’s eligible dependents qualify for such dependent coverage), or any combination of the foregoing alternatives. Employee may also initially elect COBRA continuation benefits and later change to individual coverage or dependent coverage for Employee or any eligible dependent of Employee, but Employee understands that if continuation of Health and Welfare Benefits under COBRA is not initially selected by Employee or is later terminated by Employee, Employee will not be able to return to continuation coverage under COBRA. ​ shall pay directly or reimburse to Employee the monthly premiums for the benefits or coverage selected by Employee, with such payment or reimbursement not to exceed the monthly premiums ​ would have paid assuming Employee elected continuation of benefits under COBRA. ​’s obligation to pay or reimburse for the Health and Welfare Benefits covered by this [Section 2(b)(i)] shall terminate upon the earlier of # the end of the Severance Period; and # Employee’s employment by an employer that provides Employee and Employee’s eligible dependents with group coverage substantially similar to the Health and Welfare Benefits provided to Employee and Employee’s eligible dependents at the time of the termination of Employee’s employment with ​, provided that Employee and Employee’s eligible dependents are eligible for participation in such group coverage.

The members of the ​ Group who are participating employers under the ​ Welfare Plan on the day immediately preceding the Distribution Date (“Participating ​ Employers”) shall, on or before ​ on that date, withdraw from such participation. ​ and/or the Participating ​ Employers (with ​ included in the definition of Participating ​ Employers for purposes of this [Article VI]) shall establish a comprehensive welfare benefit program (“​ Welfare Plan”) for the benefit of ​ Employees and Former ​ Employees who were eligible for coverage under the ​ Welfare Plan as of the Distribution Date (“​ Welfare Plan Participants”). The ​ Welfare Plan shall be effective as of the Distribution Date, except for the health and dependent care flexible spending accounts, which shall be effective as soon as administratively practicable following the Distribution Date. The ​ Welfare Plan shall include the following benefits:

for the Remaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, to the fullest extent permitted by the terms of the relevant Welfare Benefit Plan, the Employer shall continue to provide benefits to Employee and/or Employee’s dependents in accordance with the Welfare Benefit Plans; provided, however, that if Employee becomes employed with another employer and is eligible to receive substantially the same benefits under any of the welfare benefit plans of the successor employer as Employee would receive under any of the Welfare Benefit Plans under this item (ii), the benefits provided under this item # shall be secondary to those provided under such successor employer’s plans during such applicable period of eligibility. If the terms of the Welfare Benefit Plan providing health insurance benefits to Employee do not allow Employee to continue to receive for the Remaining Employment Period the coverage provided on the Date of Termination to the Employee and his dependents, then after such coverage terminates and for the Remaining Employment Period or the applicable benefit period under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whichever is shorter, provided the Employee timely and properly elects coverage under COBRA, Employer shall pay for the continuation of the health insurance coverage in existence for Employee and his dependents on the Date of Termination. If the terms of the applicable Welfare Benefit Plan do not permit the Employee to receive continued coverage under any life or disability insurance policy for the Remaining Employment Period, then prior to the date coverage would lapse, to the extent permitted by any such policy, Employer shall assign any such policy to Employee or allow him to convert the policy to an individual policy and allow Employee to assume the payment responsibilities therefor. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Employee for retiree benefits pursuant to such Welfare Benefit Plans, to the extent permitted by the terms of the Welfare Benefit Plans, Employee shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and

all claims for any damages or compensation, including but not limited to back wages, front pay, bonuses, awards, health and welfare benefits, fringe benefits, vacation pay, severance benefits, incentive compensation, long-term incentives, compensatory, emotional distress, pain and suffering, and/or punitive damages, or any other form of economic loss; and

that the Executive’s continued participation is possible under the general terms and provisions of such plans, programs and arrangements; and further provided that # if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and # the medical and other welfare benefits described herein shall be subject to the application of any Medicare or other coordination of benefits provisions under the applicable medical or welfare benefit plan, program or arrangement. In the event that the Executive’s participation in any such plan, program or arrangement is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company prior to the Change of Control Date. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the benefit plans in which participation is barred.

Health Plan Coverage. In satisfaction of the provisions of [Section 4.02(d)] of the Severance Plan, the Company shall provide Executive and his eligible family members with continued medical, dental and accident insurance benefits under the applicable benefit programs of the Companies (the "health and welfare benefits"). If Executive makes timely application for such health and welfare benefits pursuant to Executive's benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall pay the premiums for such coverage to the same extent paid by the Company immediately prior to the Termination Date for the first 18 months following the Termination Date, or the date on which Executive becomes eligible for comparable health and welfare benefits through a new employer, whichever is earlier. For the avoidance of doubt, the Company and Executive agree that the premiums paid for the benefit of Executive by the Company hereunder shall be taxed as imputed income to Executive.

“Compensation Plans” means all compensatory plans of the Company, including all equity, incentive, savings, retirement, and welfare benefits plans, practices, policies, and programs, as in effect from time to time.

No Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.