**Exhibit10.2**

 

July 6, 2004

 

Mr. Rodney A. Young

5804 Olinger Road

Edina, Minnesota 55436

 

Dear Mr. Young,

 

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 itsshareholders.  In this connection, theBoard recognizes that the possibility of a Change in Control may arise and thatthis possibility and the uncertainty and questions that it may raise amongmanagement may result in the departure or distraction of management personnelto the detriment of the Company and its shareholders.

 

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 shareholders 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 meaningset forth below unless the context clearly requires otherwise.  Terms defined elsewhere in this Agreementwill have the same meaning throughout this Agreement.

#  

## (a)           “Affiliate”means (i) any corporation at least a majority of whose outstanding securitiesordinarily having the right to vote at elections of directors is owned directlyor indirectly by the Parent Corporation or (ii) any other form of businessentity in that the Parent Corporation, by virtue of a direct or indirectownership interest, has the right to elect a majority of the members of suchentity’s governing body.

 

Rodney A. Young Change in Control

 

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

##  

## (c)           “Base Pay” meansyour annual base salary from the Company at the rate in effect immediatelyprior to a Change in Control or at the time Notice of Termination is given,whichever is greater.  Base Pay includesonly regular cash salary and is determined before any reduction for deferralspursuant to any nonqualified deferred compensation plan or arrangement,qualified cash or deferred arrangement or cafeteria plan.

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## (d)           “Benefit Plan”means any

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### (i)            employee benefit planas defined in Section 3(3) of the Employee Retirement Income Security Act of1974, as amended;

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### (ii)           cafeteria plandescribed in Code Section 125;

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### (iii)          plan, policy or practiceproviding for paid vacation, other paid time off or short- or long-term profitsharing, bonus or incentive payments; or

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

###  

## (e)           “Board” meansthe board of directors of the Parent Corporation duly qualified and acting atthe time in question.  On and after thedate of a Change in Control, any duty of the Board in connection with thisAgreement is nondelegable and any attempt by the Board to delegate any suchduty is ineffective.

##  

## (f)            “Cause” means:(i) your gross misconduct; (ii) your willful and continued failure toperform substantially your duties with the Company (other than a failureresulting from your incapacity due to bodily injury or physical or mentalillness) after a demand for substantial performance is delivered to you by thechair of the Board that specifically identifies the manner in which you havenot substantially performed your duties and provides for a reasonable period oftime within which you may take corrective measures; or (iii) yourconviction (including a plea of nolo contendere) of willfully engaging inillegal conduct constituting a felony or gross misdemeanor under federal orstate law that is materially and demonstrably injurious to the Company or thatimpairs 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, byyou in bad faith and without

 

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

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## (g)           “Change in Control”means any of the following: (i) the sale, lease, exchange or othertransfer, directly or indirectly, of all or substantially all of the assets ofthe Parent Corporation, in one transaction or in a series of relatedtransactions, to any Person; (ii) any Person, other than a “bona fideunderwriter,” is or becomes the “beneficial owner” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of (a) 20 percent ormore, but not 50 percent or more, of the combined voting power of the ParentCorporation’s outstanding securities ordinarily having the right to vote atelections of directors, unless the person is currently the beneficial holder 20percent or more of the combined voting power of the Parent Corporation’ssecurities or unless the transaction resulting in such ownership has beenapproved in advance by the “continuity directors” or (b) 50 percent ormore of the combined voting power of the Parent Corporation’s outstandingsecurities ordinarily having the right to vote at elections of directors(regardless of any approval by the continuity directors); (iii) a mergeror consolidation to which the Parent Corporation is a party if the shareholdersof the Parent Corporation immediately prior to the effective date of suchmerger or consolidation have, solely on account of ownership of securities of theParent Corporation at such time, “beneficial ownership” (as defined in Rule13d-3 under the Exchange Act) immediately following the effective date of suchmerger or 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 survivingcorporation’s then outstanding securities ordinarily having the right to voteat elections of directors (regardless of any approval by the continuitydirectors); (iv) the continuity directors cease for any reason toconstitute at least a majority the Board; or (v) a change in control of anature that is determined by outside legal counsel to the Parent Corporation,in a written opinion specifically referencing

 

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## this provision ofthe 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 reportingrequirement.

##  

## For purposes ofthis Section 1(g), a “continuity director” means any individual who is a memberof the Board at the date hereof, while he or she is a member of the Board, andany individual who subsequently becomes a member of the Board whose election ornomination for election by the Parent Corporation’s shareholders was approvedby 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 ParentCorporation in which such individual is named as a nominee for director withoutobjection to such nomination).  Forpurposes of this Section 1(g), a “bona fide underwriter” means a Person engagedin business as an underwriter of securities that acquires securities of theParent Corporation through such Person’s participation in good faith in a firmcommitment underwriting until the expiration of 40 days after the date of suchacquisition.

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

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## (i)            “Company” meansthe Parent Corporation, any Successor and any Affiliate.

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## (j)            “Date ofTermination” following a Change in Control (or prior to a Change in Controlif your termination was either a condition of the Change in Control or was atthe 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 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 the termination, in which event the Date of Termination will be thedate set either by mutual written agreement of the parties or by the judge orarbitrators in a proceeding as provided in Section 11 of this Agreement.  During the pendency of any such

 

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## dispute, you willcontinue to make yourself available to provide services to the Company and theCompany will continue to pay you your full compensation and benefits in effectimmediately prior to the date on which the Notice of Termination is given(without regard to any changes to such compensation or benefits that constituteGood Reason) and until the dispute is resolved in accordance with Section 11 ofthis Agreement.  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.

##  

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

##  

## (l)            “Good Reason”means:

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### (i)            a change in yourstatus, position(s), duties or responsibilities as an executive of the Companyas in effect immediately prior to the Change in Control which, in yourreasonable judgment, is adverse (other than, if applicable, any such changedirectly attributable to the fact that the Parent Corporation is no longerpublicly owned); provided, however, that Good Reason does not include a changein your status, position(s), duties or responsibilities caused by aninsubstantial and inadvertent action that is remedied by the Company promptlyafter receipt of notice of such change is given by you;

###  

### (ii)           a reduction by theCompany in your Base Pay, or a failure to provide a reasonably comparable bonusprogram, or an adverse change in the form or timing of the payment thereof, asin effect immediately prior to the Change in Control or as thereafterincreased;

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### (iii)          the failure by theCompany to cover you under Benefit Plans that, in the aggregate, providesubstantially similar benefits to you and/or your family and dependents at asubstantially similar total cost to you (e.g., premiums, deductibles, co-pays,out of pocket maximums, required contributions and the like) relative to thebenefits and total costs under the Benefit Plans in which you wereparticipating at any time during the 90-day period immediately preceding theChange in Control;

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### (iv)          the Company’s requiringyou to be based more than 30 miles from where your office is located immediatelyprior to the Change in Control, except for required travel on the Company’sbusiness, and then only to the

 

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### extentsubstantially consistent with the business travel obligations that you undertookon behalf of the Company during the 90-day period immediately preceding theChange in Control (without regard to travel related to or in anticipation ofthe Change in Control);

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### (v)           the failure by theCompany to obtain from any Successor the assent to this Agreement contemplatedby Section 5 of this Agreement;

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

###  

### (vii)         any refusal by theCompany to continue to allow you to attend to matters or engage in activitiesnot directly related to the business of the Company which, at any time prior tothe Change in Control, you were not expressly prohibited in writing by theBoard from attending to 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(m) 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 ofTermination” means a written notice given on or after the date of a Changein Control (unless your termination before the date of the Change in Controlwas either a condition of the Change in Control or was at the request orinsistence of any Person related to the Change in Control) which indicates thespecific termination provision in this Agreement pursuant to which the noticeis given.  Any purported termination bythe Company or by you for Good Reason on or after the date of a Change inControl (or before the date of a Change in Control if your termination waseither a condition of the Change in Control or was at the request or insistenceof any Person related to the Change in Control) must be communicated by writtenNotice of Termination to be effective; provided, that your failure to provideNotice of Termination will not limit any of your rights under this Agreementexcept to the extent the Company demonstrates that it suffered material actualdamages by reason of such failure.

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

##  

## (o)           “Person” meansany individual, corporation, partnership, group, association or other “person,”as such term is used in Section 14(d) of the Exchange Act, other than

 

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## the ParentCorporation, any Affiliate or any benefit plan(s) sponsored by the ParentCorporation 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 ParentCorporation’s business directly, by merger, consolidation or other form ofbusiness combination, or indirectly, by purchase of the Parent Corporation’soutstanding securities ordinarily having the right to vote at the election ofdirectors or all or substantially all of its assets or otherwise.

##  

# 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 aChange in Control Termination.  Youwill become entitled 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 24thmonth that begins after the month during which the Change in Control occurs orprior to a Change in Control if your termination was either a condition of theChange in Control or was at the request or insistence of a Person related tothe Change in Control.

#  

## (a)                                  CashPayment.  Within 10 business daysfollowing the Date of Termination, or, if later, within 10 business daysfollowing the date of the Change in Control, the Company will make a lump-sumcash payment to you in an amount equal to your annual Base Pay.

##  

## (b)                                 GroupHealth Plans.  During thecontinuation period, the Company will maintain a group health plan(s) that byits terms covers you (and your family members and dependents who were eligibleto be covered at any time during the 90-day period immediately prior to thedate of a Change in Control for the period after the Change in Control in whichsuch family members and dependents would otherwise continue to be covered underthe terms of the plan in effect immediately prior the Change in Control) underthe same terms and at the same cost to you and your family members anddependents as similarly situated individuals who continue to be employed by theCompany (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

 

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to this Section 3(b) ends.  The “continuation period” is the period beginning on your Date ofTermination and ending on the earlier of (i) the last day of the 12th monththat begins after your Date of Termination or (ii) the date after your Date ofTermination on which you first become eligible to participate as an employee ina plan of another employer providing group health benefits to you and youreligible family members and dependents which plan does not contain anyexclusion or limitation with respect to any pre-existing condition of you orany eligible family member or dependent who would otherwise be covered underthe Company’s plan but for this clause (ii).

##  

## (c)                                  OutPlacement Assistance.  The Companywill pay up to five percent of your Base Pay for out placement counseling toyou.  Such payments will be made eitherdirectly to the counselor or to you within 10 days after presentation of aninvoice 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 of the business orassets of an Affiliate are sold, transferred or otherwise disposed of and theacquiror is not the Parent Corporation or an Affiliate (a “Disposition”), andyou remain or become employed by the acquiror or an affiliate of the acquiror(as defined in this Agreement but substituting “acquiror” for “ParentCorporation”) in connection with the Disposition, you will be deemed to haveterminated employment on the effective date of the Disposition for purposes ofthis Section 3 unless (x) the acquiror and its affiliates jointly and severallyexpressly assume and agree, in a manner that is enforceable by you, to performthe obligations of this Agreement to the same extent that the Company would berequired to perform if the Disposition had not occurred and (y) the Successorguarantees, in a manner that is enforceable by you, payment and performance bythe 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

 

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# be deemed the Dateof Termination, and Notice of Termination will be deemed to have been given onthat date.  A Successor has no rights,authority or power with respect to this Agreement prior to a Change in Control.

#  

6.             BindingAgreement.  This Agreement inures tothe benefit of, and is enforceable by, you, your personal and legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.  If you die while any amountwould be still payable to you under this Agreement if you had continued tolive, all such amounts, unless otherwise provided in this Agreement, will bepaid in accordance with the terms of this Agreement to your devisee, legatee orother designee or, if there be no such designee, to your estate.

 

7.             NoMitigation.  You will not berequired to mitigate the amount of any benefits the Company becomes obligatedto provide to you in connection with this Agreement by seeking other employmentor otherwise.  The benefits to beprovided to you in connection with this Agreement may not be reduced, offset orsubject to recovery by the Company by any benefits you may receive from otheremployment or otherwise.

 

8.             NoSetoff.  The Company has no right tosetoff benefits owed to you under this Agreement against amounts owed orclaimed to be owed by you 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, notices andall 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

 

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damages arising under or in connection with this Agreement is settledby arbitration, the Company will pay, or if elected by you, reimburse, allfees, costs and expenses incurred by you related to such arbitration.  If you do not elect arbitration, you maypursue 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 connection with any actual, threatened orcontemplated litigation relating to this Agreement to which you are orreasonably expect to become a party, whether or not initiated by you, if youare successful in recovering any benefit under this Agreement as a result ofsuch action.  The parties agree that anylitigation arising under or in connection with this Agreement must be broughtin a court of competent jurisdiction in the State of Minnesota, and herebyconsent to the exclusive jurisdiction of said courts for this purpose and agreenot to assert that such courts are an inconvenient forum.  The Company will not assert in any disputeor controversy with you arising under or in connection with this Agreement yourfailure 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 agreementremains in force, the provision of this Agreement will control and suchprovision of such other Benefit Plan or agreement will be deemed to have beensuperseded, and to be of no force or effect, as if such other agreement hadbeen formally amended to the extent necessary to accomplish such purpose.  Nothing in this Agreement prevents or limitsyour continuing or future participation in any Benefit Plan provided by theCompany and for which you may qualify, and nothing in this Agreement limits orotherwise affects the rights you may have under any Benefit Plans or otheragreements with the Company.  Amountswhich are vested benefits or which you are otherwise entitled to receive underany Benefit Plan or other agreement with the Company at or subsequent to theDate of Termination will be payable in accordance with such Benefit Plan orother agreement.

 

13.           NoEmployment or Service Contract. Nothing in this Agreement is intended to provide you with any right tocontinue in the employ of the Company for any period of specific duration orinterfere with or otherwise restrict in any way your rights or the rights ofthe Company, which rights are hereby expressly reserved by each, to terminateyour employment at any time for any reason or no reason whatsoever, with orwithout cause.

 

14.           Changeof Affiliate Status.  This Agreementwill 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 anAffiliate or all or any portion of the business or assets of an Affiliate aresold, transferred or otherwise disposed of and no Change in Control occurs inconnection therewith;  (b) yourprimary employment duties are with the Affiliate at the time of the occurrenceof such event; and (c) you do not, in conjunction therewith, transferemployment directly to the Company.

 

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15.           Fundingand Payment.  Benefits payable underthis Agreement will be paid only from the general assets of the Company.  No person has any right to or interest inany specific 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 immediately before your Date ofTermination has primary responsibility for benefits to which you or any otherperson are entitled pursuant to this Agreement but to the extent such Companyis unable or unwilling to provide such benefits, the Parent Corporation andeach other Affiliate are jointly and severally responsible therefor to theextent permitted by applicable law.  Ifyou were simultaneously employed by more than one Company immediately beforeyour Date of Termination, each such Company has primary responsibility for aportion of the benefits to which you or any other person are entitled pursuantto this Agreement that bears the same ratio to the total benefits to which youor such other person are entitled pursuant to this Agreement as your Base Payfrom the Company immediately before your Date of Termination bears to youraggregate Base Pay from all such Companies.

 

16.           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.

 

17.           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 orimplied, with respect to the subject matter of this Agreement have been made byany party 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 begoverned by and construed exclusively in accordance with the internal laws ofthe State of Minnesota (without regard to the conflict of laws principles ofany jurisdiction).  Headings are forpurposes of convenience only and do not constitute a part of thisAgreement.  The parties to thisAgreement agree to perform, or cause to be performed, such further acts anddeeds and to execute and deliver or cause to be executed and delivered, suchadditional or supplemental documents or instruments as may be reasonablyrequired by the other party to carry into effect the intent and purpose of thisAgreement.  The invalidity orunenforceability of all or any part of any provision of this

 

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Agreement will not affect the validity or enforceability of theremainder of such provision or of any other provision of this Agreement, whichwill 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 on the subject matterdiscussed above, kindly sign and return to the Company the enclosed copy ofthis letter which will then constitute our agreement on this subject.

 
| Sincerely,                                  |
|---------------------------------------------|
|                                        |
| ANGEION CORPORATION                         |
|                                        |
|                                        |
| By:                                         | /s/ Arnold Angeloni |   |
| Arnold Angeloni.                            |
| Chairman                                    |
|                                        |
|                                        |
| Agreed to as of this 7th day of July,  2004 |
|                                        |
|                                        |
| /s/ Rodney A. Young                         |   |
| Rodney A. Young                             |
|                                             |  |  |  |

 

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