**Exhibit 10.3**

 

Dated andeffective as of          

 
|                         |   |
|------------------------------|--------|
| Medical Graphics Corporation |
| 350 Oak Grove Parkway        |
| Vadnais Heights, MN 55127    |

 

Dear                    :

 

The Board considers theestablishment and maintenance of a sound and vital management to be essentialto protecting and enhancing the best interests of the Company and itsstockholders.  In this connection, theBoard recognizes that the possibility of a Change in Control may arise and thatsuch possibility and the uncertainty and questions which it may raise amongmanagement may result in the departure or distraction of management personnelto the detriment of the Company and its stockholders.

 

Accordingly, the Boardhas determined that appropriate steps should be taken to minimize the risk thatCompany management will depart prior to a Change in Control, thereby leavingthe Company without adequate management personnel during such a criticalperiod, and to reinforce and encourage the continued attention and dedicationof members of the Company’s management to their assigned duties withoutdistraction in circumstances arising from the possibility of a Change inControl.  In particular, the Boardbelieves it important, should the Company or its stockholders receive aproposal for transfer of control, that you be able to continue your managementresponsibilities without being influenced by the uncertainties of your ownpersonal situation.

 

The Board recognizes thatcontinuance of your position with the Company involves a substantial commitmentto the Company in terms of your personal life and professional career and thepossibility of foregoing present and future career opportunities, for which theCompany receives substantial benefits. Therefore, to induce you to remain in the employ of the Company, thisAgreement, which has been approved by the Board, sets forth the benefits thatthe Company agrees will be provided to you in the event your employment withthe Company is terminated in connection with a Change in Control under thecircumstances described below.

 

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

#  

## (a)           “Affiliate” means (i) anycorporation at least a majority of whose outstanding securities ordinarilyhaving the right to vote at elections of directors is owned directly orindirectly by the Parent Corporation or (ii) any other form of businessentity in 

 

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## which the ParentCorporation, by virtue of a direct or indirect ownership interest, has theright to elect a majority of the members of such entity’s governing body.

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## (b)           “Agreement” means this letteragreement as amended, extended or renewed from time to time in accordance withits terms.

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## (c)           “Base Pay” means your annualbase salary from the Company at the rate in effect immediately prior to aChange in Control or at the time Notice of Termination is given, whichever isgreater.  Base Pay includes only regularcash salary and is determined before any reduction for deferrals pursuant toany nonqualified deferred compensation plan or arrangement, qualified cash ordeferred arrangement or cafeteria plan.

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## (d)           “Benefit Plan” means any

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### (i)            employee benefit plan as defined inSection 3(3) of the Employee Retirement Income Security Act of 1974, asamended;

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### (ii)           cafeteria plan described in CodeSection 125;

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

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

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## (e)           “Board” means the board ofdirectors of the Parent Corporation duly qualified and acting at the time inquestion.  On and after the date of aChange in Control, any duty of the Board in connection with this Agreement isnondelegable and any attempt by the Board to delegate any such duty isineffective.

##  

## (f)            “Cause” means: (i) yourgross misconduct; (ii) your willful and continued failure to perform substantiallyyour duties with the Company (other than a failure resulting from yourincapacity due to bodily injury or physical or mental illness) after a demandfor substantial performance is delivered to you by the chair of the Board whichspecifically identifies the manner in which you have not substantiallyperformed your duties and provides for a reasonable period of time within whichyou may take corrective measures; or (iii) your conviction (including aplea of nolo contendere) of willfully engaging in illegal conduct constitutinga felony or gross misdemeanor under federal or state law which is materiallyand demonstrably injurious to the Company or which impairs your ability toperform substantially your duties for the Company.  An act or failure to act will be considered “gross”or 

 

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## “willful” for thispurpose only if done, or omitted to be done, by you in bad faith and withoutreasonable belief that it was in, or not opposed to, the best interests of theCompany.  Any act, or failure to act,based upon authority given pursuant to a resolution duly adopted by the Company’sboard of directors (or a committee thereof) or based upon the advice of counselfor the Company will be conclusively presumed to be done, or omitted to bedone, by you in good faith and in the best interests of the Company.  Notwithstanding the foregoing, you may not beterminated for Cause unless and until there has been delivered to you a copy ofa resolution duly adopted by the affirmative vote of not less than a majorityof the entire membership of the Board at a meeting of the Board called and heldfor 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 thegood faith opinion of the Board you were guilty of the conduct set forth abovein clauses (i), (ii) or (iii) of this definition and specifying the particularsthereof in detail.

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## (g)           “Change in Control” means anyof the following: (i) the sale, lease, exchange or other transfer,directly or indirectly, of all or substantially all of the assets of the ParentCorporation, in one transaction or in a series of related transactions, to anyPerson; (ii) any Person, (other than a “bona fide underwriter” and withrespect to paragraph (ii)(a) of this section, any Person other than Deephaven Capital Management LLC) isor becomes the “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of (a) 20 percent or more, but not 50percent or more, of the combined voting power of the Parent Corporation’soutstanding securities ordinarily having the right to vote at elections ofdirectors, unless the transaction resulting in such ownership has been approvedin advance by the “continuity directors” or (b) 50 percent or more of thecombined voting power of the Parent Corporation’s outstanding securitiesordinarily having the right to vote at elections of directors (regardless ofany approval by the continuity directors); (iii) a merger or consolidationto which the Parent Corporation is a party if the stockholders of the ParentCorporation immediately prior to the effective date of such merger orconsolidation have, solely on account of ownership of securities of the ParentCorporation at such time, “beneficial ownership” (as defined in Rule 13d-3under the Exchange Act) immediately following the effective date of such mergeror consolidation of securities of the surviving company representing(a) more than 50 percent, but less than 80 percent, of the combined votingpower of the surviving corporation’s then outstanding securities ordinarilyhaving the right to vote at elections of directors, unless such merger orconsolidation has been approved in advance by the continuity directors, or(b) 50% or less of the combined voting power of the surviving corporation’sthen outstanding securities ordinarily having the right to vote at elections ofdirectors (regardless of any approval by the continuity directors);(iv) the continuity directors cease for any reason to constitute at leasta majority the Board; or (v) a change in control of a nature that isdetermined by outside legal counsel to the Parent Corporation, in a writtenopinion specifically referencing 

 

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## this provision ofthe Agreement, to be required to be reported (assuming such event has not been “previouslyreported”) pursuant to Section 13 or 15(d) of the Exchange Act, whether or notthe Parent Corporation is then subject to such reporting requirement.

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## For purposes of this Section 1(g), a “continuity director” means anyindividual who is a member of the Board at the date hereof, while he or she isa member of the Board, and any individual who subsequently becomes a member ofthe Board whose election or nomination for election by the Parent Corporation’sstockholders was approved by a vote of at least a majority of the directors whoare continuity directors (either by a specific vote or by approval of the proxystatement of the Parent Corporation in which such individual is named as anominee for director without objection to such nomination).  For purposes of this Section 1(g), a “bonafide underwriter” means a Person engaged in business as an underwriter ofsecurities that acquires securities of the Parent Corporation through suchPerson’s participation in good faith in a firm commitment underwriting untilthe expiration of 40 days after the date of such acquisition.  In addition to the foregoing, a “Change inControl” in the Company shall be deemed to occur (i) when and if the sale,lease, exchange or other transfer of all or substantially all of the assets ofMedical Graphics Corporation to a Person occurs or (ii) the Parent Corporationceases to hold, directly or directly a majority of the voting power of MedicalGraphics Corporation.

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## (h)           “Code” means the InternalRevenue Code of 1986, as amended.  Anyreference to a specific provision of the Code includes a reference to suchprovision as it may be amended from time to time and to any successorprovision.

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## (i)            “Company” means the ParentCorporation, any Successor and any Affiliate.

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## (j)            “Date of Termination”following a Change in Control (or prior to a Change in Control if yourtermination was either a condition of the Change in Control or was at therequest 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, thedate specified in the Notice of Termination which in no event may be a datemore than 15 days after the date on which Notice of Termination is given unlessthe Company agrees in writing to a later date; (ii) if your employment isto be terminated by the Company for Cause, the date specified in the Notice ofTermination; (iii) if your employment is terminated by reason of yourdeath, the date of your death; or (iv) if your employment is to beterminated by the Company for any reason other than Cause or your death, thedate specified in the Notice of Termination, which in no event may be a dateearlier 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 ofyour employment for Cause, if you have not previously expressly agreed inwriting to the termination, then within the 30-day period after your receipt ofthe Notice of Termination, you may notify the Company that a dispute existsconcerning 

 

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## the termination,in which event the Date of Termination will be the date set either by mutualwritten agreement of the parties or by the judge or arbitrators in a proceedingas provided in Section 11 of this Agreement. During the pendency of any such dispute, you will continue to makeyourself available to provide services to the Company and the Company willcontinue to pay you your full compensation and benefits in effect immediatelyprior to the date on which the Notice of Termination is given (without regardto any changes to such compensation or benefits that constitute Good Reason)and until the dispute is resolved in accordance with Section 11 of thisAgreement.  You will be entitled toretain the full amount of any such compensation and benefits without regard tothe resolution of the dispute unless the judge or arbitrators decide(s) thatyour claim of a dispute was frivolous or advanced by you in bad faith.

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

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## (l)            “Good Reason” means:

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### (i)            a change in your status,position(s), duties or responsibilities as an executive of the Company as ineffect immediately prior to the Change in Control which, in your reasonablejudgment, is adverse (other than, if applicable, any such change directlyattributable to the fact that the Parent Corporation is no longer publiclyowned); provided, however, that Good Reason does not include a change in yourstatus, position(s), duties or responsibilities caused by an insubstantial andinadvertent action that is remedied by the Company promptly after receipt ofnotice of such change is given by you;

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### (ii)           a reduction by the Company in yourBase Pay, or a failure to provide a reasonably comparable bonus program, or anadverse change in the form or timing of the payment thereof, as in effectimmediately prior to the Change in Control or as thereafter increased;

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### (iii)          the failure by the Company to coveryou under Benefit Plans that, in the aggregate, provide substantially similarbenefits to you or your family and dependents at a substantially similar totalcost to you (e.g., premiums, deductibles, co-pays, out of pocket maximums,required contributions and the like) relative to the benefits and total costsunder the Benefit Plans in which you (or your family or dependents) wereparticipating at any time during the 90-day period immediately preceding theChange in Control;

 

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### (iv)          the Company’s requiring you to bebased more than 30 miles from where your office is located immediately prior tothe Change in Control, except for required travel on the Company’s business,and then only to the extent substantially consistent with the business travelobligations which you undertook on behalf of the Company during the 90-dayperiod immediately preceding the Change in Control (without regard to travelrelated to or in anticipation of the Change in Control);

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### (v)           the failure by the Company to obtainfrom any Successor the assent to this Agreement contemplated by Section 5 ofthis Agreement;

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### (vi)          any purported termination by theCompany of your employment that is not properly effected pursuant to a Noticeof Termination and pursuant to any other requirements of this Agreement, and,for purposes of this Agreement, no such purported termination will beeffective; or

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### (vii)         any refusal by the Company to continueto allow you to attend to matters or engage in activities not directly relatedto the business of the Company which, at any time prior to the Change inControl, you were not expressly prohibited in writing by the Board from attendingto or engaging in.

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

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

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## (n)           “Parent Corporation” meansAngeion Corporation and any Successor.

 

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## (o)           “Person” means any individual,corporation, partnership, group, association or other “person,” as such term isused 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 anAffiliate.

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## (p)           “Successor” means any Personthat succeeds to, or has the practical ability to control (either immediatelyor 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 ordinarilyhaving the right to vote at the election of directors or all or substantiallyall of its assets or otherwise.

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# 2.             Term of Agreement.  This Agreement is effective immediately andwill continue in effect for the duration of your employment with the Company orif a Change in Control has occurred during the term of this Agreement, for aperiod of 24 months following the month during which the Change in Controloccurs or, if later, until the date on which the Company’s obligations to youarising under or in connection with this Agreement have been satisfied in full.

#  

# 3.             Benefits upon a Change inControl Termination.  You will becomeentitled to the benefits described in this Section 3 if and only if(a) the Company terminates your employment for any reason other than yourdeath or Cause, or you terminate your employment with the Company for GoodReason and (b) the termination occurs either within the period beginningon the date of a Change in Control and ending on the last day of the 24th monththat begins after the month during which the Change in Control occurs or priorto a Change in Control if your termination was either a condition of the Changein Control or was at the request or insistence of a Person related to theChange in Control.

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## (a)           Cash Payment.  Within 10 business days following the Date ofTermination, or, if later, within 10 business days following the date of theChange in Control, the Company will make a lump-sum cash payment to you in anamount equal to your Base Pay.

##  

(b)           GroupHealth Plans.  During the continuationperiod, the Company will maintain a group health plan(s) which by its termscovers you (and your family members and dependents who were eligible to becovered at any time during the 90-day period immediately prior to the date of aChange in Control for the period after the Change in Control in which suchfamily members and dependents would otherwise continue to be covered under theterms of the plan in effect immediately prior the Change in Control) under thesame terms and at the same cost to you and your family members and dependentsas similarly situated individuals who continue to be employed by the Company(without regard to any reduction in such benefits that constitutes GoodReason).  The continuation period underapplicable federal and state continuation laws will begin to run from the dateon which coverage pursuant to this 

 

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## Section 3(b)ends.  The “continuation period” is theperiod beginning on your Date of Termination and ending on the earlier of (i)the last day of the 24th month that begins after your Date of Termination or(ii) the date after your Date of Termination on which you first become eligibleto participate as an employee in a plan of another employer providing grouphealth benefits to you and your eligible family members and dependents whichplan does not contain any exclusion or limitation with respect to anypre-existing condition of you or any eligible family member or dependent whowould otherwise be covered under the Company’s plan but for this clause(ii).  To the extent you incur a taxliability (including federal, state and local taxes and any interest andpenalties with respect thereto) in connection with a benefit provided pursuantto this Section 3(b) which you would not have incurred had you been an activeemployee of the Company participating in the Company’s group health plan, theCompany will make a payment to you in an amount equal to such tax liabilityplus an additional amount sufficient to permit you to retain a net amount afterall taxes (including penalties and interest) equal to the initial tax liabilityin connection with the benefit.  Forpurposes of applying the foregoing, your tax rate will be deemed to be thehighest statutory marginal state and federal tax rate (on a combined basis)then in effect.  The payment pursuant tothis Section 3(b) will be made within 10 days after your remittal of a writtenrequest therefore accompanied by a statement indicating the basis for andamount of the liability.

 

(c)           ExciseTaxes.  Following a Change inControl, the Company will cause its independent auditors promptly to review, atthe Company’s sole expense, the applicability of Code Section 4999 to anypayment or distribution of any type by the Company to or for your benefit,whether paid or payable or distributed or distributable pursuant to the termsof this Agreement, any Benefit Plan or otherwise (the “Total Payments”).  If the auditor determines that the TotalPayments result in an excise tax imposed by Code Section 4999 or any comparablestate or local law, or any interest or penalties with respect to such excisetax (such excise tax, together with any such interest and penalties, arecollectively referred to as the “Excise Tax”), then upon your request, theCompany will work with you to determine the maximum payment that could be madewithout resulting in an Excise Tax and, if you so desire, make the payment inthe amount and the manner that you and the Company agree.  Northing in his Section 3 (cc) shall resultin the cash payment to you of more than the amount you otherwise would be entitledto under this Agreement.

 

## (d)           Out Placement Assistance.  The Company will pay up to $20,000 for outplacement counseling to you.  Suchpayments will be made either directly to the counselor or to you within 10 daysafter presentation of an invoice for services rendered or to be rendered.

##  

If, on or after the date of a Change in Control, anAffiliate is sold, merged, transferred or in any other manner or for any otherreason ceases to be an Affiliate or all or any portion 

 

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of the business or assets of an Affiliate are sold,transferred or otherwise disposed of and the acquiror is not the ParentCorporation or an Affiliate (a “Disposition”), and you remain or becomeemployed by the acquiror or an affiliate of the acquiror (as defined in thisAgreement but substituting “acquiror” for “Parent Corporation”) in connectionwith the Disposition, you will be deemed to have terminated employment on theeffective date of the Disposition for purposes of this Section 3 unless (x) theacquiror and its affiliates jointly and severally expressly assume and agree,in a manner that is enforceable by you, to perform the obligations of thisAgreement to the same extent that the Company would be required to perform ifthe Disposition had not occurred and (y) the Successor guarantees, in a mannerthat is enforceable by you, payment and performance by the acquiror.

 

# 4.             Indemnification.  Following a Change in Control, the Companywill indemnify and advance expenses to you to the full extent permitted by lawfor 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 toyour service to or status with the Company or any other corporation, employeebenefit plan or other entity with whom you served at the request of theCompany.

#  

# 5.             Successors.  The Parent Corporation will seek to have anySuccessor, by agreement in form and substance satisfactory to you, assent tothe fulfillment by the Company of the Company’s obligations under thisAgreement.  Failure of the ParentCorporation to obtain such assent at least three business days prior to thetime a Person becomes a Successor (or where the Parent Corporation does nothave at least three business days’ advance notice that a Person may become aSuccessor, within one business day after having notice that such Person maybecome or has become a Successor) will constitute Good Reason for terminationby you of your employment. The date on which any such succession becomeseffective will be deemed the Date of Termination, and Notice of Terminationwill be deemed to have been given on that date. A Successor has no rights, authority or power with respect to thisAgreement prior to a Change in Control.

#  

6.             BindingAgreement.  This Agreement inures tothe benefit of, and is enforceable by, you, your personal and legalrepresentatives, executors, administrators, successors, heirs, distributees,devisees and legatees.  If you die whileany amount would be still payable to you under this Agreement if you hadcontinued to live, all such amounts, unless otherwise provided in thisAgreement, will be paid in accordance with the terms of this Agreement to yourdevisee, legatee or other designee or, if there be no such designee, to yourestate.

 

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

 

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

 

9.             Taxes.  All benefits to be provided to you inconnection with this Agreement will be subject to required withholding offederal, state and local income, excise and employment-related taxes.

 

10.           Notices.  For the purposes of this Agreement, noticesand all other communications provided for in, or required under, this Agreementmust be in writing and will be deemed to have been duly given when personallydelivered or when mailed by United States registered or certified mail, returnreceipt requested, postage prepaid and addressed to each party’s respectiveaddress set forth on the first page of this Agreement (provided that allnotices to the Company must be directed to the attention of the chair of theBoard), or to such other address as either party may have furnished to theother in writing in accordance with these provisions, except that notice ofchange of address will be effective only upon receipt.

 

11.           Disputes.  If you so elect, any dispute, controversy orclaim arising under or in connection with this Agreement will be settledexclusively by binding arbitration administered by the American ArbitrationAssociation in Minneapolis, Minnesota in accordance with the CommercialArbitration Rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’saward in any court having jurisdiction; provided, that you may seek specificperformance of your right to receive benefits until the Date of Terminationduring the pendency of any dispute or controversy arising under or inconnection with this Agreement.  If anydispute, controversy or claim for damages arising under or in connection withthis Agreement is settled by arbitration, the Company will pay, or if electedby you, reimburse, all fees, costs and expenses incurred by you related to sucharbitration.  If you do not electarbitration, you may pursue all available legal remedies.  The Company will pay, or if elected by you,reimburse you for, all fees, costs and expenses incurred by you in connectionwith any actual, threatened or contemplated litigation relating to thisAgreement to which you are or reasonably expect to become a party, whether ornot initiated by you, if you are successful in recovering any benefit underthis Agreement as a result of such action. The parties agree that any litigation arising under or in connectionwith this Agreement must be brought in a court of competent jurisdiction in theState of Minnesota, and hereby consent to the exclusive jurisdiction of saidcourts for this purpose and agree not to assert that these courts are aninconvenient forum.  The Company will notassert in any dispute or controversy with you arising under or in connectionwith this Agreement your failure to exhaust administrative remedies.

 

12.           RelatedAgreements.  To the extent that anyprovision of any other Benefit Plan or agreement between the Company and youlimits, qualifies or is inconsistent with any provision of this Agreement, thenfor purposes of this Agreement, while such other Benefit Plan or agreement remainsin force, the provision of this Agreement will control and such 

 

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provision of such other Benefit Plan or agreement will be deemed tohave been superseded, and to be of no force or effect, as if such otheragreement had been formally amended to the extent necessary to accomplish suchpurpose.  Nothing in this Agreementprevents or limits your continuing or future participation in any Benefit Planprovided by the Company and for which you may qualify, and nothing in thisAgreement limits or otherwise affects the rights you may have under any BenefitPlans or other agreements with the Company. Amounts which are vested benefits or which you are otherwise entitled toreceive under any Benefit Plan or other agreement with the Company at orsubsequent to the Date of Termination will be payable in accordance with suchBenefit Plan or other agreement.

 

13.           No Employment orService Contract.  Nothing in thisAgreement is intended to provide you with any right to continue in the employof the Company for any period of specific duration or interfere with orotherwise restrict in any way your rights or the rights of the Company, whichrights are hereby expressly reserved by each, to terminate your employment atany time for any reason or no reason whatsoever, with or without cause.

 

14.           Funding andPayment.  Benefits payable under thisAgreement will be paid only from the general assets of the Company.  No person has any right to or interest in anyspecific assets of the Company by reason of this Agreement.  To the extent benefits under this Agreementare not paid when due to any individual, he or she is a general unsecuredcreditor of the Company with respect to any amounts due.

 

The Company with whom you were employed immediatelybefore your Date of Termination has primary responsibility for benefits towhich you or any other person are entitled pursuant to this Agreement but tothe extent such Company is unable or unwilling to provide such benefits, theParent Corporation and each other Affiliate are jointly and severallyresponsible therefor to the extent permitted by applicable law.  If you were simultaneously employed by morethan one Company immediately before your Date of Termination, each such Companyhas primary responsibility for a portion of the benefits to which you or anyother person are entitled pursuant to this Agreement that bears the same ratioto the total benefits to which you or such other person are entitled pursuantto this Agreement as your Base Pay from the Company immediately before yourDate of Termination bears to your aggregate Base Pay from all such Companies.

 

15.           Survival.  The respective obligations of, and benefitsafforded to, the Company and you which by their express terms or clear intentsurvive termination of your employment with the Company or termination of thisAgreement, as the case may be, will survive termination of your employment withthe Company or termination of this Agreement, as the case may be, and willremain in full force and effect according to their terms.

 

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16.           Miscellaneous.  No provision of this Agreement may bemodified, waived or discharged unless such modification, waiver or discharge isagreed to in a writing signed by you and the chair of the Board.  No waiver by any party to this Agreement atany time of any breach by another party to this Agreement of, or of compliancewith, any condition or provision of this Agreement to be performed by suchparty will be deemed a waiver of similar or dissimilar provisions or conditionsat the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied,with respect to the subject matter of this Agreement have been made by anyparty which are not expressly set forth in this Agreement.  This Agreement and the legal relations amongthe parties as to all matters, including, without limitation, matters ofvalidity, interpretation, construction, performance and remedies, will be governedby and construed exclusively in accordance with the internal laws of the Stateof Minnesota (without regard to the conflict of laws principles of anyjurisdiction).  Headings are for purposesof convenience only and do not constitute a part of this Agreement.  The parties to this Agreement agree toperform, or cause to be performed, such further acts and deeds and to executeand deliver or cause to be executed and delivered, such additional orsupplemental documents or instruments as may be reasonably required by theother party to carry into effect the intent and purpose of this Agreement.  The invalidity or unenforceability of all orany part of any provision of this Agreement will not affect the validity or enforceabilityof the remainder of such provision or of any other provision of this Agreement,which will remain in full force and effect. This Agreement may be executed in several counterparts, each of whichwill be deemed to be an original, but all of which together will constitute oneand the same instrument.

 

If this letter correctly sets forth our agreement onthe subject matter discussed above, kindly sign and return to the Company theenclosed copy of this letter, which will then constitute our agreement on thissubject.

 

Sincerely,

 
| ANGEION CORPORATION                                                                                                                                     |
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| By:                                                                                                                                                     |   |   |
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| Chief Executive Officer and President                                                                                                                   |
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| Agreed to as of the      th  day of                 |
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