MINIMED GROUP, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit 10.14
NON-EMPLOYEE DIRECTOR
2026 MINIMED GROUP, INC. LONG TERM INCENTIVE PLAN
Name: [l]
Grant Date: March 9, 2026
▇▇▇▇▇ ▇▇▇▇▇: [l]
▇▇▇▇▇ Type: Restricted Stock Unit
Shares Awarded: [l]
1.Grant of Restricted Stock Units. MiniMed Group, Inc., a Delaware corporation (the “Company”), hereby awards to the individual named above Restricted Stock Units, in the number and on the Grant Date as each is set forth above. The Restricted Stock Units represent the right to, upon vesting, receive shares of common stock of the Company, par value $0.01 per share (the “Shares”), subject to the restrictions, limitations, and conditions contained in this Restricted Stock Unit Award Agreement (this “Agreement”) and in the 2026 MiniMed Group, Inc. Long Term Incentive Plan (the “Plan”). Unless otherwise defined in this Agreement, a capitalized term in this Agreement will have the same meaning as in the Plan. In the event of any inconsistency between the terms of this Agreement and the Plan, the terms of the Plan will govern.
2.Vesting.
a. Vesting Schedule. The Restricted Stock Units will vest 100% on the first anniversary of the Grant Date (such date, the “Vesting Date”). The Company will issue to you a number of Shares equal to the number of Restricted Stock Units that have vested, plus any dividend equivalents, if any, earned thereon, as described in Section 4, below, as soon as reasonably practicable following the earlier of the Vesting Date or the Departure Date (as defined below), but no later than six (6) weeks thereafter.
b. Notwithstanding Section 2(a), if you incur a “separation from service” from the Company (within the meaning of Section 409A of the Code) prior to the Vesting Date, and the date of such separation from service (the “Departure Date”) occurs on or after the sixtieth (60th) day following the Grant Date (unless such requirement is waived by the Company in its sole discretion), a prorated number of Restricted Stock Units will immediately vest as of the Departure Date, calculated by multiplying the total number
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of Restricted Stock Units by a fraction, the numerator of which is the number of days from the Grant Date through the Departure Date and the denominator of which is three hundred sixty-five (365). Any Restricted Stock Units that do not vest as of the Departure Date will be forfeited without consideration. The Company will issue to you (or your Successor, as applicable) a number of Shares equal to number of Restricted Stock Units that vest pursuant to this Section 2(b) plus any dividend equivalents, if any, earned thereon, as described in Section 4, below, as soon as reasonably practicable following the earlier of the Vesting Date or the Departure Date, but no later than six (6) weeks thereafter. “Successor” shall mean the legal representative of your estate or the person or persons who may, by bequest, inheritance or valid beneficiary designation (as provided in Section 15.7 of the Plan), acquire the right to your Restricted Stock Units.
3.Change of Control. Notwithstanding any other provision of this Agreement, the Restricted Stock Units shall be subject to the provisions of Section 10 of the Plan.
4.Dividend Equivalents. In the event that the Company declares and pays a cash dividend on the Shares, you will be entitled to receive dividend equivalents on the Restricted Stock Units generally in the same manner and at the same time as if each Restricted Stock Unit were a Share. For the avoidance of doubt, no dividend equivalents shall be payable unless and until the Company declares and pays a dividend on the Shares. Any such dividend equivalents will be credited to you in the form of additional Restricted Stock Units. The additional Restricted Stock Units will be subject to the terms (including the vesting requirements) of this Agreement.
5.Clawback; Repayment. The Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with: (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time (including the Company’s Policy for the Recovery of Erroneously Awarded Compensation, as may be amended from time to time) and (ii) applicable law. In addition, if you receive any amount in excess of the amount that you should have otherwise received under the terms of the Restricted Stock Units for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Committee may provide that you shall be required to repay any such excess amount to the Company and its Subsidiaries.
6.Withholding Taxes. You are responsible for the federal, state and local taxes due upon the distribution of the Shares.
7.Limitation of Rights. Except as set forth in this Agreement, until the Shares are issued to you in settlement of your Restricted Stock Units, you do not have any right in, or with respect to, any Shares (including any voting rights) by reason of this Agreement. Further, you may not transfer or assign your rights under this Agreement and you do not have any
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rights in the Company’s assets that are superior to a general, unsecured creditor of the Company by reason of this Agreement.
8.Section 409A of the Code. The Company intends that payments under this Agreement shall comply with Section 409A of the Code, to the extent applicable, and this Agreement and the Restricted Stock Units shall be interpreted and administered consistent with that intent. For purposes of Section 409A, to the extent the Restricted Stock Units constitute “deferred compensation” within the meaning of Section 409A, each payment or benefit shall be treated as a separate and distinct payment. Notwithstanding the foregoing, if you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, any amounts that would otherwise be payable, or benefits that would otherwise be provided, during the six (6)-month period following your separation from service shall be delayed and paid in a lump sum on the first business day following the date that is six (6) months after your separation from service (or, if earlier, your death), to the extent required by Section 409A of the Code. The Company makes no representation that any payment or benefit under this Agreement is exempt from, or compliant with, Section 409A of the Code and shall have no liability for any tax, interest, or penalty imposed under Section 409A of the Code, or for any damages resulting from a failure to comply with Section 409A of the Code.
9.Compliance with the Law. The issuance or transfer of Shares pursuant to this grant of Restricted Stock Units are subject to compliance by both the Company and you with all applicable federal and state securities laws and the rules of any stock exchange on which the Company’s Shares are listed. The Company will not issue any Shares pursuant to this grant of Restricted Stock Units unless and until it determines, in its sole discretion and with the advice of its counsel, that all applicable legal and regulatory requirements have been satisfied. You acknowledge that the Company has no obligation to register the Shares with the Securities and Exchange Commission, any state securities authority, or any stock exchange in order to permit the transfer of Shares.
10.Notices. Any notice required or permitted to be delivered to the Company under this Agreement shall be in writing and addressed to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Senior Vice President, General Counsel, at the Company’s principal corporate offices (or to such other address as the Company may designate in writing). Any notice required or permitted to be delivered to you under this Agreement shall be in writing and addressed to you at your address as reflected in the Company’s records (or to such other address as you may designate in writing or by such other method approved by the Company).
11.Governing Law, Venue and Personal Jurisdiction. Notwithstanding anything contrary in the Plan or Section 14 of this Agreement, the validity, enforceability, construction and interpretation of the Plan or this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflict of laws. You irrevocably waive any right to have the laws of any state or nation or other legal jurisdiction other than the State of Delaware apply to the Plan or this Agreement. Any dispute regarding the Plan or this Agreement that is not subject to Section 16 or is allowed to be brought in court pursuant
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to Section 16 (“Permitted Court Action”) shall be exclusively decided by a state court in the State of Delaware, and you irrevocably waive any right to have any such disputes decided in any jurisdiction or venue other than a state court in the State of Delaware. You irrevocably consent to the personal jurisdiction of the state courts in the State of Delaware for the purposes of any Permitted Court Action, and irrevocably waive any right to remove any case commenced by the Company from a state court in the State of Delaware to any federal court.
12.Arbitration Agreement. If you are a U.S. based employee, this Section 12 contains the terms and conditions of an agreement to arbitrate claims (the “Arbitration Agreement”) between you and the Company. The Federal Arbitration Act (“FAA”) (9 U.S.C. §1 et. seq.) applies to and governs this Arbitration Agreement. All claims and disputes covered by this Arbitration Agreement will be decided by a single arbitrator through final and binding arbitration and not by way of court or jury trial.
a. Covered Claims. You and the Company agree that, except as otherwise provided in this Arbitration Agreement, all claims or disputes, past, present, or future, arising out of or related to: (i) this Agreement, (ii) the Award, or (iii) the Plan (including, without limitations, claims for breach of contract, breach of fiduciary duty, and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance) will be decided by a single arbitrator through final and binding arbitration under the terms of this Arbitration Agreement. This Arbitration Agreement applies to any disputes that the Company may have against you or that you may have against the Company, and/or any of its past, present, or future (A) officers, directors, members, owners, shareholders, employees, and board members; (B) parents, subsidiaries, and affiliates; (C) Plan Administrators and Committee members or Committees (as those terms are defined in the Plan); and (D) predecessors, successors, or assigns. Each and all of the entities/individuals listed in the preceding sentence may enforce this Arbitration Agreement as a direct or third-party beneficiary. If any claim(s) not covered under this Arbitration Agreement are combined with claims that are covered under this Arbitration Agreement, to the maximum extent permitted under applicable law, the covered claims will be arbitrated and continue to be covered under this Arbitration Agreement.
b. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the scope, interpretation, applicability, enforceability, or waiver of this Arbitration Agreement. However, the preceding sentence does not apply to Section 12(e). Notwithstanding any other clause or language in this Arbitration Agreement and/or any rules or procedures that might otherwise apply by virtue of this Arbitration Agreement, any claim that all or any portion of the Class Action Waiver (as defined below) is unenforceable, inapplicable,
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unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an arbitrator.
c. Limitations. This Arbitration Agreement does not cover any claims or disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration agreement. Both the Company and you may apply to a court of competent jurisdiction as permitted in this Arbitration Agreement for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief. The court to which the application is made is authorized to grant temporary or preliminary injunctive relief and may do so with or without addressing the merits of the underlying arbitrable dispute, as provided by applicable law of the jurisdiction. All determination of final relief will be decided in arbitration, and the pursuit of temporary or preliminary injunctive relief shall not be deemed incompatible with or constitute a waiver of rights under this Arbitration Agreement.
d. Procedures. The arbitration will be administered by the American Arbitration Association (“AAA”), and except as provided in this Arbitration Agreement, will be under the then current Commercial Arbitration Rules of the AAA (the “AAA Rules”); provided, however, that if there is a conflict between the AAA Rules and this Arbitration Agreement, this Arbitration Agreement shall govern. Unless the parties jointly agree otherwise, the arbitrator must be a retired judge from any jurisdiction. Unless the parties jointly agree otherwise, the arbitration will take place in the county where you are employed or were last employed by the Company.
(i) The arbitrator will be selected as follows: AAA will give each party a list of eleven (11) potential arbitrators (who are subject to the qualifications of the preceding paragraph) drawn from its panel of arbitrators from which the parties will strike alternately by telephone conference administered by AAA, with the claimant to strike first, until only one name remains. That person will be designated as the arbitrator. If the individual selected cannot serve, AAA will issue another list of eleven (11) potential arbitrators and repeat the alternate striking selection process. If AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator, who shall act under this Arbitration Agreement with the same force and effect as if he or she had been specifically named herein.
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(ii) The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the arbitrator. Either party may file dispositive motions, including without limitation a motion to dismiss and/or a motion for summary judgment and the arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. A party may make an offer of judgment in a manner consistent with, and within the time limitations, consequences, and effects provided in Rule 68 of the Federal Rules of Civil Procedure.
(iii) The arbitrator will issue an award by written opinion within thirty (30) days from the date the arbitration hearing concludes. The opinion will be in writing and include the factual and legal basis for the award. The award issued by the arbitrator may be entered in any court of competent jurisdiction.
e. Class and Collective Action Waivers. You and the Company agree to bring any claim on an individual basis. Accordingly, YOU AND THE COMPANY WAIVE ANY RIGHT FOR ANY DISPUTE TO BE BROUGHT, HEARD, DECIDED OR ARBITRATED AS A CLASS ACTION AND/OR COLLECTIVE ACTION AND THE ARBITRATOR WILL HAVE NO AUTHORITY TO HEAR OR PRESIDE OVER ANY CLASS AND/OR COLLECTIVE ACTION (“Class Action Waiver”). Additionally, no arbitration proceeding under this Arbitration Agreement may be consolidated or joined in any way with an arbitration proceeding involving claims by different employees. The Class Action Waiver will be severable from this Arbitration Agreement if there is a final judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable. In such case, the class and/or collective action must be litigated in a civil court of competent jurisdiction—not in arbitration—but any portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
f. Discovery. Each party may take the deposition of three (3) individual fact witnesses and any expert witness designated by another party. Each party may also propound requests for production of documents, and each party may subpoena witnesses and documents for discovery or the arbitration hearing, including testimony and documents relevant to the case from third parties, in accordance with any applicable state or federal law. Additional discovery may be conducted by mutual stipulation, and the arbitrator will have exclusive authority to entertain requests for additional discovery, and to grant or deny such requests, based on the arbitrator’s determination whether additional discovery is warranted by the circumstances of a particular case.
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g. Construction. Subject to Section 12(e), which includes its own severability provision, if any provision of this Arbitration Agreement is adjudged to be invalid, unenforceable, unconscionable, or void or voidable, in whole or in part, such adjudication will not affect the validity of the remainder of the Arbitration Agreement. All remaining provisions will remain in full force and effect. The mutual promises by the Company and you to arbitrate provide consideration for this Arbitration Agreement. Your entitlement to an Award provides additional and separate consideration for this Arbitration Agreement. Any contractual disclaimers the Company has in any handbooks, other agreements, or policies do not apply to this Arbitration Agreement. Notwithstanding any contrary language in the Agreement or otherwise, this Arbitration Agreement will survive the termination of the Agreement, the Plan, your employment and the expiration of any benefit.
13.Electronic Documents. Electronic documents may be substituted for any written materials required by the terms of the Plan, including without limitation, this Agreement.
14.Agreement. By accepting your stock grant electronically on the administrator’s website or otherwise accepting or receiving the stock grant, you agree to be bound by the terms and conditions of this Agreement and the Plan, including, without limitation, the Arbitration Agreement. Your signature is not required in order to make this Agreement effective. In addition, you shall be deemed to have accepted and agreed to the terms and conditions of this Agreement and the Plan unless you provide written notice of your objection to the Company within thirty (30) days following the date of receipt of this Agreement.
MiniMed Stock Compensation Operations
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Northridge, CA 91325
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