Exhibit 10.2


 


CHANGE IN CONTROL AGREEMENT


 


This Change in Control Agreement (“Agreement”) is made
and entered as of June 15, 2008 (the “Agreement Date”) between Angeion
Corporation (the “Company”) and Mr. William J. Kullback (“you”).


 


RECITALS


 


WHEREAS, the Board
considers the establishment and maintenance of a sound and vital management to
be essential to protecting and enhancing the best interests of the Company and
its shareholders.  In this connection,
the Board recognizes that the possibility of a Change in Control may arise and
that this possibility and the uncertainty and questions that it may raise among
management may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders.


 


WHEREAS, the Board has
determined that appropriate steps should be taken to minimize the risk that
Company management will depart prior to a Change in Control, thereby leaving
the Company without adequate management personnel during such a critical
period, and to reinforce and encourage the continued attention and dedication
of members of the Company’s management to their assigned duties without
distraction in circumstances arising from the possibility of a Change in
Control.  In particular, the Board
believes it important, should the Company or its shareholders receive a
proposal for transfer of control, that you be able to continue your management
responsibilities without being influenced by the uncertainties of your own
personal situation.


 


WHEREAS, the Board recognizes
that continuance of your position with the Company involves a substantial
commitment to the Company in terms of your personal life and professional
career and the possibility of foregoing present and future career
opportunities, for which the Company receives substantial benefits.  Therefore, to induce you to remain an
employee of the Company, this Agreement, which has been approved by the Board,
sets forth the benefits that the Company agrees will be provided to you in the
event your employment with the Company is terminated in connection with a
Change in Control under the circumstances described below.


 


AGREEMENT


 


NOW, THEREFORE, for
good and valuable consideration, the sufficiency of which is hereby
acknowledged, you and the Company hereby agree as follows:


 


1.                                       Definitions.  The following terms will have the meaning set
forth below unless the context clearly requires otherwise.  Terms defined elsewhere in this Agreement
will have the same meaning throughout this Agreement.


 


(a)                                  “Affiliate”
means (i) any corporation at least a majority of whose outstanding
securities ordinarily having the right to vote at elections of directors is
owned directly or indirectly by the Parent Corporation or (ii) any other
form of business entity in that the Parent Corporation, by virtue of a direct
or indirect ownership interest, has the right to elect a majority of the
members of such entity’s governing body.


 


(b)                                 “Agreement”
means this agreement as amended, extended or renewed from time to time in
accordance with its terms.


 

















 


(c)                                  “Base Salary”
means your annual base salary from the Company at the rate in effect
immediately prior to a Change in Control or at the time Notice of Termination
is given, whichever is greater.  Base
Salary includes only regular cash salary and is determined before any reduction
for deferrals pursuant to any nonqualified deferred compensation plan or
arrangement, qualified cash or deferred arrangement or cafeteria plan.


 


(d)                                 “Benefit Plan”
means any


 


(i)            employee
benefit plan as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended;


 


(ii)           cafeteria
plan described in Code Section 125;


 


(iii)          plan,
policy or practice providing for paid vacation, other paid time off or short-
or long-term profit sharing, bonus or incentive payments; or


 


(iv)          stock
option, stock purchase, restricted stock, phantom stock, stock appreciation
right or other equity-based compensation plan that is sponsored, maintained or
contributed to by the Company for the benefit of employees (or their families
and dependents) generally or you (or your family and dependents) in particular.


 


(e)                                  “Board” means
the board of directors of the Parent Corporation duly qualified and acting at
the time in question.  On and after the
date of a Change in Control, any duty of the Board in connection with this
Agreement is nondelegable and any attempt by the Board to delegate any such
duty is ineffective.


 


(f)                                    “Cause”
means:


 


(i)                                     your gross
misconduct;


 


(ii)                                  your willful and
continued failure to perform substantially your duties with the Company (other
than a failure resulting from your Incapacity as defined in your Employment
Agreement) after a written demand for substantial performance is delivered to
you by the Chief Executive Officer that specifically identifies the manner in
which you have not substantially performed your duties and provides for a
reasonable period of time within which you may take corrective measures; or


 


(iii)                               your conviction
(including a plea of nolo contendere) of willfully engaging in illegal conduct
constituting a felony or gross misdemeanor under federal or state law that is
materially and demonstrably injurious to the Company or that impairs your
ability to perform substantially your duties for the Company.


 


An act or failure to act will be considered “gross” or “willful” for
this purpose only if done, or omitted to be done, by you in bad faith and
without reasonable belief that it 


 


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was in, or not opposed to, the best interests of the Company.  Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Company’s board of
directors (or a committee thereof) or based upon the advice of counsel for the
Company will be conclusively presumed to be done, or omitted to be done, by you
in good faith and in the best interests of the Company.  Notwithstanding the foregoing, you may not be
terminated for Cause unless and until there has been delivered to you a copy of
a resolution duly adopted by the affirmative vote of not less than a majority
of the entire membership of the Board at a meeting of the Board called and held
for the purpose (after reasonable notice to you and an opportunity for you,
together with your counsel, to be heard before the Board), finding that in the
good faith opinion of the Board you were guilty of the conduct set forth above
in clauses (i), (ii) or (iii) of this definition and specifying
the particulars thereof in detail.


 


(g)                                 “Change in Control”
means any of the following:


 


(i)                                     the sale, lease,
exchange or other transfer, directly or indirectly, of all or substantially all
of the assets of the Parent Corporation, in one transaction or in a series of
related transactions, to any Person;


 


(ii)                                  any Person, other
than a “bona fide underwriter,” is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
30 percent or more of the combined voting power of the Parent Corporation’s
outstanding securities ordinarily having the right to vote at elections of
directors (regardless of any approval by the continuity directors);


 


(iii)                               a merger or
consolidation to which the Parent Corporation is a party if the shareholders of
the Parent Corporation immediately prior to the effective date of such merger
or consolidation have, solely on account of ownership of securities of the
Parent Corporation at such time, “beneficial ownership” (as defined in Rule 13d-3
under the Exchange Act) immediately following the effective date of such merger
or consolidation of securities of the surviving company representing less that
50% of the combined voting power of the surviving corporation’s then
outstanding securities ordinarily having the right to vote at elections of
directors (regardless of any approval by the continuity directors);


 


(iv)                              the continuity directors
cease for any reason to constitute at least a majority the Board; or


 


(v)                                 a change in control of
a nature that is determined by outside legal counsel to the Parent Corporation,
in a written opinion specifically referencing this provision of the Agreement,
to be required to be reported (assuming such event has not been “previously
reported”) pursuant to Section 13 or 15(d) of the Exchange Act,
whether or not the Parent Corporation is then subject to such reporting
requirement.


 


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For purposes of this Section 1(g), a “continuity
director” means any individual who is a member of the Board at the date hereof,
while he or she is a member of the Board, and any individual who subsequently
becomes a member of the Board whose election or nomination for election by the
Parent Corporation’s shareholders was approved by a vote of at least a majority
of the directors who are continuity directors (either by a specific vote or by
approval of the proxy statement of the Parent Corporation in which such
individual is named as a nominee for director without objection to such
nomination).  For purposes of this Section 1(g),
a “bona fide underwriter” means a Person engaged in business as an underwriter
of securities that acquires securities of the Parent Corporation through such
Person’s participation in good faith in a firm commitment underwriting until
the expiration of 40 days after the date of such acquisition.


 


(h)                                 “Code” means the
Internal Revenue Code of 1986, as amended. 
Any reference to a specific provision of the Code includes a reference
to such provision as it may be amended from time to time and to any successor
provision.


 


(i)                                     “Company”
means the Parent Corporation, any Successor and any Affiliate.


 


(j)                                     “Date of
Termination” following a Change in Control (or prior to a Change in Control
if your termination was either a condition of the Change in Control or was at
the request or insistence of any Person related to the Change in Control)
means:


 


(i)                                     if your employment
is to be terminated by you for Good Reason, the date specified in the Notice of
Termination which in no event may be a date more than 15 days after the date on
which Notice of Termination is given unless the Company agrees in writing to a
later date;


 


(ii)                                  if your employment is
to be terminated by the Company for Cause, the date specified in the Notice of
Termination;


 


(iii)                               if your employment is
terminated by reason of your death, the date of your death; or


 


(iv)                              if your employment is to
be terminated by the Company for any reason other than Cause or your death, the
date specified in the Notice of Termination, which in no event may be a date
earlier than 15 days after the date on which a Notice of Termination is given,
unless you expressly agree in writing to an earlier date.


 


In the case of termination by the Company of
your employment for Cause, if you have not previously expressly agreed in
writing to the termination, then within the 30-day period after your receipt of
the Notice of Termination, you may notify the Company that a dispute exists
concerning the termination, in which event the Date of Termination will be the
date set either by mutual written agreement of the parties or by the judge or
arbitrators in a proceeding as provided in Section 11 of this
Agreement.  During the pendency of any
such dispute, you will continue to make yourself available to provide 


 


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services to the Company and the Company will
continue to pay you your full compensation and benefits in effect immediately
prior to the date on which the Notice of Termination is given (without regard
to any changes to such compensation or benefits that constitute Good Reason)
and until the dispute is resolved in accordance with Section 11 of this
Agreement.  You will be entitled to
retain the full amount of any such compensation and benefits without regard to
the resolution of the dispute unless the judge or arbitrators decide(s) that
your claim of a dispute was frivolous or advanced by you in bad faith.


 


(k)                                  “Exchange Act”
means the Securities Exchange Act of 1934, as amended.  Any reference to a specific provision of the
Exchange Act or to any rule or regulation thereunder includes a reference
to such provision as it may be amended from time to time and to any successor
provision.


 


(l)                                     “Good Reason”
means:


 


(i)                                     the Company
effects a material diminution of your title or duties as in effect immediately
prior to the Change in Control (other than, if applicable, any such change
directly attributable to the fact that the Parent Corporation is no longer
publicly owned); provided, however, that Good Reason does not include a change
in your status, position(s), duties or responsibilities caused by an insubstantial
and inadvertent action that is remedied by the Company within 15 calendar days
after receipt of notice of such change is given by you;


 


(ii)                                  a reduction by the
Company in your Base Salary, or a failure to provide a reasonably comparable
bonus program, or an adverse change in the form or timing of the payment
thereof, as in effect immediately prior to the Change in Control or as
thereafter increased;


 


(iii)                               the failure by the
Company to cover you under Benefit Plans that, in the aggregate, provide substantially
similar benefits to you and your family and dependents at a substantially
similar total cost to you (e.g., premiums, deductibles, co-pays, out of pocket
maximums, required contributions and the like) relative to the benefits and
total costs under the Benefit Plans in which you were participating at any time
during the 90-day period immediately preceding the Change in Control;


 


(iv)                              the Company’s requiring
you to be based more than 30 miles from where your office is located
immediately prior to the Change in Control, except for required travel on the
Company’s business, and then only to the extent substantially consistent with
the business travel obligations that you undertook on behalf of the Company
during the 90-day period immediately preceding the Change in Control (without
regard to travel related to or in anticipation of the Change in Control);


 


(v)                                 the failure by the
Company to obtain from any Successor the assent to this Agreement contemplated
by Section 5 of this Agreement;


 


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(vi)                              any purported termination
by the Company of your employment that is not properly effected pursuant to a
Notice of Termination and pursuant to any other requirements of this Agreement,
and, for purposes of this Agreement, no such purported termination will be
effective; or


 


(vii)                           any refusal by the Company
to continue to allow you to attend to matters or engage in activities not
directly related to the business of the Company which, at any time prior to the
Change in Control, you were not expressly prohibited in writing by the Board
from attending to or engaging in.


 


Your continued employment does not constitute
consent to, or waiver of any rights arising in connection with, any
circumstances constituting Good Reason. 
Your termination of employment for Good Reason as defined in this Section 1(l) will
constitute Good Reason for all purposes of this Agreement notwithstanding that
you may also thereby be deemed to have retired under any applicable retirement
programs of the Company.


 


(m)                               “Notice of
Termination” means a written notice given on or after the date of a Change
in Control (unless your termination before the date of the Change in Control
was either a condition of the Change in Control or was at the request or insistence
of any Person related to the Change in Control) which indicates the specific
termination provision in this Agreement pursuant to which the notice is
given.  Any purported termination by the
Company or by you for Good Reason on or after the date of a Change in Control
(or before the date of a Change in Control if your termination was either a
condition of the Change in Control or was at the request or insistence of any
Person related to the Change in Control) must be communicated by written Notice
of Termination to be effective; provided, that your failure to provide Notice
of Termination will not limit any of your rights under this Agreement except to
the extent the Company demonstrates that it suffered material actual damages by
reason of such failure.


 


(n)                                 “Parent Corporation”
means Angeion Corporation and any Successor.


 


(o)                                 “Person” means
any individual, corporation, partnership, group, association or other “person,”
as such term is used in Section 14(d) of the Exchange Act, other than
the Parent Corporation, any Affiliate or any benefit plan(s) sponsored by
the Parent Corporation or an Affiliate.


 


(p)                                 “Successor”
means any Person that succeeds to, or has the practical ability to control
(either immediately or solely with the passage of time), the Parent Corporation’s
business directly, by merger, consolidation or other form of business
combination, or indirectly, by purchase of the Parent Corporation’s outstanding
securities ordinarily having the right to vote at the election of directors or
all or substantially all of its assets or otherwise.


 


2.                                       Term
of Agreement.  This Agreement is
effective immediately and will continue in effect for the duration of your
employment with the Company or, if a Change in Control has occurred 


 


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during the
term of this Agreement, for a period of 18 months following the month during
which the Change in Control occurs or, if later, until the date on which the
Company’s obligations to you arising under or in connection with this Agreement
have been satisfied in full.


 


3.                                       Benefits
upon a Change in Control Termination. 
You will become entitled to the benefits described in this Section 3
if and only if:  (a) (i) the
Company terminates your employment for 
any reason, other than your death, Incapacity (as defined in your
Employment Agreement) or Cause (upon termination for death, Incapacity or
Cause, you will receive the benefits outlined in your Employment Agreement), or
(ii) you terminate your employment with the Company for Good Reason; (b) the
termination occurs either within the period beginning on the date of a Change
in Control and ending on the last day of the 18th month that begins after the
month during which the Change in Control occurs or prior to a Change in Control
if your termination was either a condition of the Change in Control or was at
the request or insistence of a Person related to the Change in Control; and (c) you
sign a release of claims in favor of the Company, in substantially the form as
attached as Exhibit A to your Employment Agreement, and you do not revoke
or rescind your release of claims within the time period specified
therein.  The Company will not be
required to begin making any payments to you under this Agreement until the
expiration of the rescission and revocation periods set forth in the release of
claims, except that benefits previously vested prior to termination, including
those under paragraph 3(a)(ii), will be paid within 30 days of your termination
whether or not you sign a release.  Nothing
in this Change in Control Agreement affects the vesting, exercisability or
other terms of any stock option or other equity grant, or other benefits vested
as of the date of termination, and all stock options and other grants and
benefits are covered by the terms of the grants and the plans under they were
issued.


 


(a)                                  Cash Payment.  Within 20 days of your execution of a release
of claims in favor of the Company, in substantially the form attached as Exhibit A,
provided that you do not revoke or rescind your release as specified therein,
the Company will make a lump-sum cash payment to you in an amount equal to


 


(i)                                     1.5 times your
annual Base Salary, and


 


(ii)                                  the
unpaid portion, if any, of any bonus and incentive amounts earned by you for
the fiscal year ending prior to the termination of your employment that you are
eligible to receive under the terms of the applicable bonus and incentive plan.


 


(b)                                 Group Health Plans.  You will be eligible to elect continued group
health and life coverage, including medical and dental coverage, as otherwise
required under applicable state continuation law and the Consolidated Omnibus
Budget Reconciliation Act of 1986, 29 U.S.C. §§ 1161-1168; 26 U.S.C. §
4980B(f), as amended, and all applicable regulations (referred to collectively
as “COBRA”) from the Date of Termination. 
For the first 12 months of the 18-month period, the Company will
continue to pay its share of the healthcare and life insurance premiums for
your family coverage and you will be obligated to pay your share of the cost
associated with the coverage as if you were still actively employed by the
Company (without regard to any reduction in these benefit that constitutes Good
Reason).  If, during this 12-month 


 


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period, you become employed by a third party
and eligible for any health care or life insurance coverage provided by that
third party, the Company will not, thereafter, be obligated to continue to pay
this amount.  You will be responsible for
the full cost of any health care or life insurance coverage after the end of
the 12 months.


 


(c)                                  Out Placement
Assistance.  The Company will pay up
to ten percent of your Base Salary for out placement counseling to you.  Such payments will be made either directly to
the counselor or to you within 30 days after presentation of an invoice for
services rendered or to be rendered.  No
payment shall be made for services to be rendered more than two years after the
Date of Termination.


 


If, on or after the date of a Change in Control, an Affiliate is sold,
merged, transferred or in any other manner or for any other reason ceases to be
an Affiliate or all or any portion of the business or assets of an Affiliate
are sold, transferred or otherwise disposed of and the acquiror is not the
Parent Corporation or an Affiliate (a “Disposition”), and you remain or become
employed by the acquiror or an affiliate of the acquiror (as defined in this
Agreement but substituting “acquiror” for “Parent Corporation”) in connection
with the Disposition, you will be deemed to have terminated employment on the
effective date of the Disposition for purposes of this Section 3 unless (x) the
acquiror and its affiliates jointly and severally expressly assume and agree,
in a manner that is enforceable by you, to perform the obligations of this
Agreement to the same extent that the Company would be required to perform if
the Disposition had not occurred and (y) the Successor guarantees, in a
manner that is enforceable by you, payment and performance by the acquiror.


 


4.                                       Indemnification.  Following a Change in Control, the Company
will indemnify and advance expenses to you to the full extent permitted by law
for damages, costs and expenses (including, without limitation, judgments,
fines, penalties, settlements and reasonable fees and expenses of your counsel)
incurred in connection with all matters, events and transactions relating to
your service to or status with the Company or any other corporation, employee
benefit plan or other entity with whom you served at the request of the
Company.  The Company’s obligation to
indemnify you will not, however, extend to or cover any damages, penalties,
fines, judgments, costs or expenses resulting from your own intentional
misconduct or resulting from any violation by you of any criminal statute where
you had reasonable cause to believe the conduct was unlawful.  The Company agrees to obtain or maintain
directors and officers’ liability insurance, covering you following a Change in
Control with substantially the same limits and coverages that are in place
immediately prior to the Change in Control.


 


5.                                       Successors.  The Parent Corporation will seek to have any
Successor, by agreement in form and substance satisfactory to you, assent to
the fulfillment by the Company of the Company’s obligations under this
Agreement.  Failure of the Parent
Corporation to obtain such assent at least three business days prior to the
time a Person becomes a Successor (or where the Parent Corporation does not
have at least three business days’ advance notice that a Person may become a
Successor, within one business day after having notice that such Person may
become or has become a Successor) will constitute Good Reason for termination
by you of your employment.  The date on
which any such succession becomes effective will be deemed the Date of
Termination, and Notice of Termination will be deemed to have been given on
that date.  A 


 


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Successor has
no rights, authority or power with respect to this Agreement prior to a Change
in Control.


 


6.                                       Binding
Agreement.  This Agreement inures to
the benefit of, and is enforceable by, you, your personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If you die while
any amount would be still payable to you under this Agreement if you had
continued to live, all such amounts, unless otherwise provided in this
Agreement, will be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there be no such designee, to your
estate.


 


7.                                       No
Mitigation.  You will not be required
to mitigate the amount of any benefits the Company becomes obligated to provide
to you in connection with this Agreement by seeking other employment or
otherwise.  The benefits to be provided
to you in connection with this Agreement may not be reduced, offset or subject
to recovery by the Company by any benefits you may receive from other employment
or otherwise.


 


8.                                       No
Setoff.  The Company has no right to
setoff benefits owed to you under this Agreement against amounts owed or
claimed to be owed by you to the Company under this Agreement or otherwise.


 


9.                                       Taxes
and Withholding.  All benefits to be
provided to you in connection with this Agreement will be subject to required
withholding of federal, state and local income, excise and employment-related
taxes.  If payment or provision of any
amount or other benefit that is in the reasonable good faith determination of
the Company “deferred compensation” subject to Section 409A of the
Internal Revenue Code (the “Code”) at the time otherwise specified in this
Agreement or elsewhere would in the reasonable good faith determination of  the Company subject such amount or benefit to
additional tax pursuant to Section 409A(a)(1)(B) of the Code, and if
payment or provision thereof at a later date would avoid any such additional
tax, then you agree that the payment or provision thereof will be postponed to
the earliest date on which the amount or benefit can be paid or provided in the
reasonable good faith determination of 
the Company without incurring any such additional tax, but in no event
later than six months and one day following the date of your termination
date.  In the event of any such delay of
any payment or benefit, the Company agrees that the payment or benefit will be
accumulated and paid in a single lump sum on such earliest date, together with
interest for the period of delay, compounded annually, equal to 120% of the
federal short term rate under Section 1274(d) of the Code in effect
on the date the payment should otherwise have been provided.  Withholding by Company.  You authorize the Company to withhold, report
and transmit to each tax authority all income, employment and excise tax
required to be withheld from any amounts payable under this Agreement.  You, and not the Company, will be solely
responsible for any and all taxes, including but not limited to, excise taxes
under Sections 280G and 409A of the Code, in excess of any required tax
withholding under the preceding sentence.


 


10.                                 Notices.  For the purposes of this Agreement, notices
and all other communications provided for in, or required under, this Agreement
must be in writing and will be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return
receipt requested, postage prepaid and addressed to each party’s respective
address set forth on the first page of this Agreement (provided that all
notices to the Company 


 


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must be
directed to the attention of the chair of the Board), or to such other address
as either party may have furnished to the other in writing in accordance with
these provisions, except that notice of change of address will be effective
only upon receipt.


 


11.                                 Disputes/Arbitration.  Any disputes arising under or in connection
with this Agreement (including without limitation the making of this Agreement)
will be settled by final and binding arbitration to be held in Minneapolis,
Minnesota in accordance with the rules and procedures of the American
Arbitration Association.  If any dispute
is settled by arbitration, the parties will select a mutually agreeable single
arbitrator to resolve the dispute or if they fail or are unable to do so, each
side will within the following 10 business days select a single arbitrator and
the two so selected will select a third arbitrator within the following 10
business days.  The arbitration award or
other resolution may be entered as a judgment at the request of the prevailing
party by any court of competent jurisdiction in Minnesota or elsewhere.  The arbitrator may construe or interpret, but
may not ignore or vary the terms of this Agreement, and may be bound by
controlling law.  Each party will bear
its own costs and attorneys’ fees in connection with the arbitration; provided,
however, that the Company will pay 75%, and you will pay 25%, of the costs and
expenses of the arbitrator(s) and any administrative or other fees
associated with such arbitration.


 


12.                                 Related
Agreements.  To the extent that any
provision of any other Benefit Plan or agreement between the Company and you
limits, qualifies or is inconsistent with any provision of this Agreement, then
for purposes of this Agreement, while such other Benefit Plan or agreement
remains in force, the provision of this Agreement will control and such
provision of such other Benefit Plan or agreement will be deemed to have been
superseded, and to be of no force or effect, as if such other agreement had
been formally amended to the extent necessary to accomplish such purpose.  Nothing in this Agreement prevents or limits
your continuing or future participation in any Benefit Plan provided by the
Company and for which you may qualify, and nothing in this Agreement limits or
otherwise affects the rights you may have under any Benefit Plans or other
agreements with the Company.  Amounts
which are vested benefits or which you are otherwise entitled to receive under
any Benefit Plan or other agreement with the Company at or subsequent to the
Date of Termination will be payable in accordance with such Benefit Plan or
other agreement.


 


13.                                 No
Employment or Service Contract. 
Nothing in this Agreement is intended to provide you with any right to
continue in the employ of the Company for any period of specific duration or
interfere with or otherwise restrict in any way your rights or the rights of
the Company, which rights are hereby expressly reserved by each, to terminate your
employment at any time for any reason or no reason whatsoever, with or without
cause.


 


14.                                 Change
of Affiliate Status.  This Agreement
will become null and void if, prior to a Change in Control:  (a) an Affiliate is sold, merged,
transferred or in any other manner or for any other reason ceases to be an
Affiliate or all or any portion of the business or assets of an Affiliate are
sold, transferred or otherwise disposed of and no Change in Control occurs in
connection therewith; (b) your primary employment duties are with the
Affiliate at the time of the occurrence of such event; and (c) you do not,
in conjunction therewith, transfer employment directly


 


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15.                                 Joint
and Several Liability.  The Company
with whom you were employed immediately before your Date of Termination has
responsibility for benefits to which you or any other person are entitled
pursuant to this Agreement but to the extent such Company is unable or
unwilling to provide such benefits, Medical Graphics Corporation will be
jointly and severally responsible therefor to the extent permitted by
applicable law.


 


16.                                 General
Provisions.


 


(a)                                  This Agreement may
not be amended or modified except by a written agreement signed by both of us.


 


(b)                                 In the event that any
provision or portion of this agreement is determined to be invalid or
unenforceable for any reason, the remaining provisions of this Agreement will
remain in full force and effect to the fullest extent permitted by law.


 


(c)                                  This Agreement will
bind and benefit the parties hereto and their respective successors and
assigns, but none of your rights or obligations hereunder may be assigned by
either party hereto without the written consent of the other, except by
operation of law upon your death.


 


(d)                                 This Agreement has
been made in and will be governed and construed in accordance with the laws of
the State of Minnesota without giving effect to the principles of conflict of
laws of any jurisdiction.


 


(e)                                  No failure on the
part of either party to exercise, and no delay in exercising, any right or
remedy under this Agreement will operate as a waiver; nor will any single or
partial exercise of any right or remedy preclude any other or further exercise
of any right or remedy.


 


(f)                                    Any notice or other
communication under this Agreement must be in writing and will be deemed given
when delivered in person, by overnight courier (with receipt confirmed), by
facsimile transmission (with receipt confirmed by telephone or by automatic
transmission report), or upon receipt if sent by certified mail, return receipt
requested, as follows (or to such other persons and addresses as may be
specified by written notice to the other party):


 


If to Angeion Corporation:


Angeion Corporation


Attention: 
Chief Executive Officer


350 Oak Grove Parkway


Saint Paul, Minnesota 55127


 


If to you:


Mr. William J. Kullback


18020 33rd Place South


Plymouth, Minnesota 55447


 


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(g)                                 This Agreement and the
Employment Agreement, contains our entire understanding and agreement with
respect to these matters and supersedes and replaces the Original Change in
Control Agreement and all other previous agreements, discussions, or
understandings, whether written or oral, between or on the same subjects.


 


(h)                                 In the event any
provision of this Agreement is held unenforceable, that provision will be
severed and will not affect the validity or enforceability of the remaining
provisions.  In the event any provision
is held to be overbroad, that provision will be deemed amended to narrow its
application to the extent necessary to render the provision enforceable
according to applicable law.


 


(i)                                     All terms of this
Agreement intended to be observed and performed after the termination of this
Agreement will survive such termination and will continue in full force and
effect thereafter.


 


(j)                                     The headings
contained in this Agreement are for convenience only and in no way restrict or
otherwise affect the construction of the provisions hereof.  Unless otherwise specified herein, references
in this Agreement to Sections or Exhibits are to the sections or exhibits to
this Agreement.  This Agreement may be
executed in multiple counterparts, each of which is an original and all of
which together will constitute one and the same instrument.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  William J. Kullback

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  ANGEION
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  As to
  Section 15 of this Agreement only:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  MEDICAL
  GRAPHICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  



 


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