**Exhibit 10.7**

 

**ANGEION CORPORATION**

**STOCK OPTION AGREEMENT**

 

**UNDER ANGEIONCORPORATION**

**2002 STOCK OPTION PLAN**

 

Option No.        

 

THIS OPTION AGREEMENT is made as of the 29th dayof October 2004 between ANGEION CORPORATION, a Minnesota corporation (the “Company”),and                    ,a director of the Company (the “Optionee”).

 

WHEREAS, the Company desires, by affording theOptionee an opportunity to purchase shares of its Common Stock, $0.10 par value(the “Common Stock”), as hereinafter provided, to carry out the purpose of the2002 Stock Option Plan (the “Plan”) of the Company approved by itsshareholders;

 

NOW, THEREFORE, in consideration of the mutualcovenants hereinafter set forth and for other good and valuable consideration,the parties hereto have agreed, and do hereby agree, as follows:

 

1.             Grantof Option.  The Company hereby grantsto the Optionee the right and Option (hereinafter called the “Option”) topurchase from the Company all or any part of an aggregate amount of                  shares of Common Stock of the Company on the terms and conditions herein setforth.

 

2.             PurchasePrice.  The purchase price of theshares of the Common Stock covered by this option shall be $6.23 per share.

 

3.             Termof Option.  The term of the Optionshall be for a period of ten (10) years from the date hereof (the “Option Date”),subject to earlier termination as hereinafter provided.

 

4.             Exerciseof Option.  The Option shall beexercisable in full from****the Option Date.

 

5.             Non-Transferability.  The Option shall not be transferableotherwise than by will or the laws of descent and distribution, and the Optionmay be exercised, during the lifetime of the Optionee, only by theOptionee.  More particularly (but withoutlimiting the generality of the foregoing), the Option may not be assigned,transferred (except as provided above), pledged, or hypothecated in any way;shall not be assignable by operation of law; and shall not be subject toexecution, attachment, or similar process. Any attempted assignment, transfer, pledge, hypothecation, or otherdisposition of the Option contrary to the provisions hereof, and the levy ofany execution, attachment, or similar process upon the Option, shall be nulland void and without effect.

 

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                6.             Method of Exercising Option.  Subject to the terms and conditions of thisOption Agreement, the Option may be exercised by written notice to the ChiefFinancial Officer of the Company at the principal office of the Company.  Such notice shall state the election toexercise the Option and the number of shares being exercised, and shall besigned by the person so exercising the Option. Such notice shall be accompanied by payment of the full purchase priceof such shares, which payment shall be made in cash or by certified check orbank draft payable to the Company or by delivery of shares of Common Stockalready owned by Optionee (which in the case of Common Stock acquired uponexercise of an option, has been owned for more than six (6) months on the dateof surrender).  The certificate orcertificates for the shares as to which the Option shall have been so exercisedshall be registered in the name of the person so exercising the Option, or ifthe Optionee so elects, in the name of the Optionee and one other person asjoint tenants, and shall be delivered as soon as practicable after the noticeshall have been received.  In the eventany person other than the Optionee shall exercise the Option, such notice shallbe accompanied by appropriate proof of the right of such person to exercise theOption.  All shares that shall bepurchased upon the exercise of the Option as provided herein shall be fullypaid and non-assessable.

 

7.             StockPlan.  This Option is subject tocertain additional terms and conditions set forth in the 2002 Stock Option Planpursuant to which this Option has been issued. A copy of the 2002 Stock Option Plan is on file with the Secretary ofthe Company and each Option holder by acceptance hereof agrees to and acceptsthis Option subject to the terms of the 2002 Stock Option Plan.

 

8.             General.  The Company shall at all times during theterm of the Option reserve and keep available such number of shares of CommonStock as will be sufficient to satisfy the requirements of this OptionAgreement, shall pay all original issue and transfer taxes with respect to theissue and transfer of shares pursuant hereto and all other fees and expensesnecessarily incurred by the Company in connection therewith, and will from timeto time use its best efforts to comply with all laws and regulations which, inthe opinion of counsel for the Company, shall be applicable thereto.

 

9.             Status.  Neither the Optionee nor the Optionee’sexecutor, administrator, heirs, or legatees shall be or have any rights orprivileges of a shareholder of the Company in respect of the sharestransferable upon exercise of the Option granted hereunder, unless and untilcertificates representing such shares shall be endorsed, transferred, anddelivered and the transferee has caused the Optionee’s name to be entered as theshareholder of record on the books of the Company.

 

10.           CompanyAuthority.  The existence of theOption herein granted shall not affect in any way the right or power of theCompany or its stockholders to make or authorize any or all adjustments,recapitalizations, reorganizations or other changes in the Company’s capitalstructure or its business or any merger or consolidation of the Company, or anyissue of bonds, debentures, preferred or prior preference stock ahead of oraffecting the Common Stock of the Company of the rights thereof, or dissolutionor liquidation of the Company, or any sale or transfer of all or any part ofits assets or business, or any other corporate act or proceeding, whether of asimilar character or otherwise.

 

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11.           Disputes.  As a condition of the granting of the Optionherein granted, the Optionee agrees, for the Optionee and the Optionee’spersonal representatives, that any dispute or disagreement which may ariseunder or as a result of or pursuant to this Option Agreement shall bedetermined by the Board of Directors of the Company, in its sole discretion,and that any interpretation by the Board of the terms of this agreement shallbe final, binding and conclusive.

 

12.           BindingEffect.  This Option Agreement shallbe binding upon the heirs, executors, administrators and successors of theparties hereto.

 

IN WITNESS WHEREOF, the Company has caused thisOption Agreement to be duly executed by an officer thereunto duly authorized,and the Optionee has hereunto set his or her hand, all as of the day and yearfirst above written.

 
|   | THE COMPANY:        |
|--------|---------------------|
|   |                |
|   | ANGEION CORPORATION |
|   |                |
|   |                |
|   | By:                 |   |   |
|   |                |
|   |                | Its: |   |   |
|   |                |
|   |                |
|   | OPTIONEE:           |
|   |                |
|   |                |
|   | By:                 |   |   |
|   | Name:               |
|        |                     |  |  |  |  |  |

 

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