**Exhibit 10.2**

** **

**CHANGE IN CONTROL AGREEMENT**

** **

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

 

**RECITALS**

 

**WHEREAS**, the Boardconsiders the establishment and maintenance of a sound and vital management tobe essential to protecting and enhancing the best interests of the Company andits shareholders.  In this connection,the Board recognizes that the possibility of a Change in Control may arise andthat this 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.

 

**WHEREAS,**the Board hasdetermined 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.

 

**WHEREAS**, the Board recognizesthat continuance of your position with the Company involves a substantialcommitment to the Company in terms of your personal life and professionalcareer and the possibility of foregoing present and future careeropportunities, for which the Company receives substantial benefits.  Therefore, to induce you to remain anemployee 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 theevent your employment with the Company is terminated in connection with aChange in Control under the circumstances described below.

 

**AGREEMENT**

 

**NOW, THEREFORE**, forgood and valuable consideration, the sufficiency of which is herebyacknowledged, you and the Company hereby agree as follows:

 

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) any corporation at least a majority of whose outstandingsecurities ordinarily having the right to vote at elections of directors isowned directly or indirectly by the Parent Corporation or (ii) any otherform of business entity in that the Parent Corporation, by virtue of a director indirect ownership interest, has the right to elect a majority of themembers of such entity’s governing body.

 

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

 

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

 

(d)                                 “Benefit Plan”means any

 

(i)            employeebenefit plan as defined in Section 3(3) of the Employee RetirementIncome Security Act of 1974, as amended;

 

(ii)           cafeteriaplan 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)          stockoption, stock purchase, restricted stock, phantom stock, stock appreciationright or other equity-based compensation plan that is sponsored, maintained orcontributed to by the Company for the benefit of employees (or their familiesand 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 grossmisconduct;

 

(ii)                                  your willful andcontinued failure to perform substantially your duties with the Company (otherthan a failure resulting from your Incapacity as defined in your EmploymentAgreement) after a written demand for substantial performance is delivered toyou by the Chief Executive Officer that specifically identifies the manner inwhich you have not substantially performed your duties and provides for areasonable 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 conductconstituting a felony or gross misdemeanor under federal or state law that ismaterially and demonstrably injurious to the Company or that impairs yourability to perform substantially your duties for the Company.

 

An act or failure to act will be considered “gross” or “willful” forthis purpose only if done, or omitted to be done, by you in bad faith andwithout 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 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 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 specifyingthe 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 allof the assets of the Parent Corporation, in one transaction or in a series ofrelated transactions, to any Person;

 

(ii)                                  any Person, otherthan a “bona fide underwriter,” is or becomes the “beneficial owner” (asdefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of30 percent or more of the combined voting power of the Parent Corporation’soutstanding securities ordinarily having the right to vote at elections ofdirectors (regardless of any approval by the continuity directors);

 

(iii)                               a merger orconsolidation to which the Parent Corporation is a party if the shareholders ofthe Parent Corporation immediately prior to the effective date of such mergeror consolidation have, solely on account of ownership of securities of theParent Corporation 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 less that50% of the combined voting power of the surviving corporation’s thenoutstanding securities ordinarily having the right to vote at elections ofdirectors (regardless of any approval by the continuity directors);

 

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

 

(v)                                 a change in control ofa 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 “previouslyreported”) pursuant to Section 13 or 15(d) of the Exchange Act,whether or not the Parent Corporation is then subject to such reportingrequirement.

 

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For purposes of this Section 1(g), a “continuitydirector” 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 subsequentlybecomes a member of the Board whose election or nomination for election by theParent Corporation’s shareholders was approved by a vote of at least a majorityof the directors who are continuity directors (either by a specific vote or byapproval of the proxy statement of the Parent Corporation in which suchindividual is named as a nominee for director without objection to suchnomination).  For purposes of this Section 1(g),a “bona fide underwriter” means a Person engaged in business as an underwriterof securities 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.

 

(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.

 

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

 

(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 employmentis to be terminated by you for Good Reason, the date specified in the Notice ofTermination which in no event may be a date more than 15 days after the date onwhich Notice of Termination is given unless the Company agrees in writing to alater date;

 

(ii)                                  if your employment isto be terminated by the Company for Cause, the date specified in the Notice ofTermination;

 

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

 

(iv)                              if your employment is tobe terminated 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 thisAgreement.  During the pendency of anysuch dispute, you will continue to make yourself available to provide 

 

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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.

 

(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 referenceto such provision as it may be amended from time to time and to any successorprovision.

 

(l)                                     “Good Reason”means:

 

(i)                                     the Companyeffects a material diminution of your title or duties as in effect immediatelyprior to the Change in Control (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 an insubstantialand inadvertent action that is remedied by the Company within 15 calendar daysafter receipt of notice of such change is given by you;

 

(ii)                                  a reduction by theCompany in your Base Salary, or a failure to provide a reasonably comparablebonus program, or an adverse change in the form or timing of the paymentthereof, as in effect immediately prior to the Change in Control or asthereafter increased;

 

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

 

(iv)                              the Company’s requiringyou to be based more than 30 miles from where your office is locatedimmediately prior to the Change in Control, except for required travel on theCompany’s business, and then only to the extent substantially consistent withthe business travel obligations that you undertook on behalf of the Companyduring the 90-day period immediately preceding the Change in Control (withoutregard to travel related to or in anticipation of the Change in Control);

 

(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 purported terminationby the Company of your employment that is not properly effected pursuant to aNotice of Termination and pursuant to any other requirements of this Agreement,and, for purposes of this Agreement, no such purported termination will beeffective; or

 

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

 

Your continued employment does not constituteconsent to, or waiver of any rights arising in connection with, anycircumstances constituting Good Reason. Your termination of employment for Good Reason as defined in this Section 1(l) willconstitute Good Reason for all purposes of this Agreement notwithstanding thatyou may also thereby be deemed to have retired under any applicable retirementprograms of the Company.

 

(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 or insistenceof any Person related to the Change in Control) which indicates the specifictermination provision in this Agreement pursuant to which the notice isgiven.  Any purported termination by theCompany 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 acondition of the Change in Control or was at the request or insistence of anyPerson related to the Change in Control) must be communicated by written Noticeof Termination to be effective; provided, that your failure to provide Noticeof Termination will not limit any of your rights under this Agreement except tothe extent the Company demonstrates that it suffered material actual damages byreason of such failure.

 

(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 thanthe Parent Corporation, any Affiliate or any benefit plan(s) sponsored bythe 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’sbusiness directly, by merger, consolidation or other form of businesscombination, or indirectly, by purchase of the Parent Corporation’s outstandingsecurities ordinarily having the right to vote at the election of directors orall or substantially all of its assets or otherwise.

 

2.                                       Termof Agreement.  This Agreement iseffective immediately and will continue in effect for the duration of youremployment with the Company or, if a Change in Control has occurred 

 

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

 

3.                                       Benefitsupon a Change in Control Termination. You will become entitled to the benefits described in this Section 3if and only if:  (a) (i) theCompany terminates your employment for any reason, other than your death, Incapacity (as defined in yourEmployment Agreement) or Cause (upon termination for death, Incapacity orCause, you will receive the benefits outlined in your Employment Agreement), or(ii) you terminate your employment with the Company for Good Reason; (b) thetermination occurs either within the period beginning on the date of a Changein Control and ending on the last day of the 18th month that begins after themonth during which the Change in Control occurs 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 a Person related to the Change in Control; and (c) yousign a release of claims in favor of the Company, in substantially the form asattached as Exhibit A to your Employment Agreement, and you do not revokeor rescind your release of claims within the time period specifiedtherein.  The Company will not berequired to begin making any payments to you under this Agreement until theexpiration of the rescission and revocation periods set forth in the release ofclaims, except that benefits previously vested prior to termination, includingthose under paragraph 3(a)(ii), will be paid within 30 days of your terminationwhether or not you sign a release.  Nothingin this Change in Control Agreement affects the vesting, exercisability orother terms of any stock option or other equity grant, or other benefits vestedas of the date of termination, and all stock options and other grants andbenefits are covered by the terms of the grants and the plans under they wereissued.

 

(a)                                  Cash Payment.  Within 20 days of your execution of a releaseof 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 yourannual Base Salary, and

 

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

 

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

 

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

 

(c)                                  Out PlacementAssistance.  The Company will pay upto ten percent of your Base Salary for out placement counseling to you.  Such payments will be made either directly tothe counselor or to you within 30 days after presentation of an invoice forservices rendered or to be rendered.  Nopayment shall be made for services to be rendered more than two years after theDate 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 bean Affiliate or all or any portion of the business or assets of an Affiliateare sold, transferred or otherwise disposed of and the acquiror is not theParent Corporation 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 amanner that 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.  The Company’s obligation toindemnify you will not, however, extend to or cover any damages, penalties,fines, judgments, costs or expenses resulting from your own intentionalmisconduct or resulting from any violation by you of any criminal statute whereyou had reasonable cause to believe the conduct was unlawful.  The Company agrees to obtain or maintaindirectors and officers’ liability insurance, covering you following a Change inControl with substantially the same limits and coverages that are in placeimmediately prior to the Change in Control.

 

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 onwhich any such succession becomes effective will be deemed the Date ofTermination, and Notice of Termination will be deemed to have been given onthat date.  A 

 

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Successor hasno rights, authority or power with respect to this Agreement prior to a Changein 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.                                       NoMitigation.  You will not be requiredto mitigate the amount of any benefits the Company becomes obligated to provideto you in connection with this Agreement by seeking other employment orotherwise.  The benefits to be providedto you in connection with this Agreement may not be reduced, offset or subjectto recovery by the Company by any benefits you may receive from other employmentor 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.                                       Taxesand Withholding.  All benefits to beprovided to you in connection with this Agreement will be subject to requiredwithholding of federal, state and local income, excise and employment-relatedtaxes.  If payment or provision of anyamount or other benefit that is in the reasonable good faith determination ofthe Company “deferred compensation” subject to Section 409A of theInternal Revenue Code (the “Code”) at the time otherwise specified in thisAgreement or elsewhere would in the reasonable good faith determination of  the Company subject such amount or benefit toadditional tax pursuant to Section 409A(a)(1)(B) of the Code, and ifpayment or provision thereof at a later date would avoid any such additionaltax, then you agree that the payment or provision thereof will be postponed tothe earliest date on which the amount or benefit can be paid or provided in thereasonable good faith determination of the Company without incurring any such additional tax, but in no eventlater than six months and one day following the date of your terminationdate.  In the event of any such delay ofany payment or benefit, the Company agrees that the payment or benefit will beaccumulated and paid in a single lump sum on such earliest date, together withinterest for the period of delay, compounded annually, equal to 120% of thefederal short term rate under Section 1274(d) of the Code in effecton the date the payment should otherwise have been provided.  Withholding by Company.  You authorize the Company to withhold, reportand transmit to each tax authority all income, employment and excise taxrequired to be withheld from any amounts payable under this Agreement.  You, and not the Company, will be solelyresponsible for any and all taxes, including but not limited to, excise taxesunder Sections 280G and 409A of the Code, in excess of any required taxwithholding under the preceding sentence.

 

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 

 

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must bedirected to the attention of the chair of the Board), or to such other addressas either party may have furnished to the other in writing in accordance withthese provisions, except that notice of change of address will be effectiveonly upon receipt.

 

11.                                 Disputes/Arbitration.  Any disputes arising under or in connectionwith 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 AmericanArbitration Association.  If any disputeis settled by arbitration, the parties will select a mutually agreeable singlearbitrator to resolve the dispute or if they fail or are unable to do so, eachside will within the following 10 business days select a single arbitrator andthe two so selected will select a third arbitrator within the following 10business days.  The arbitration award orother resolution may be entered as a judgment at the request of the prevailingparty by any court of competent jurisdiction in Minnesota or elsewhere.  The arbitrator may construe or interpret, butmay not ignore or vary the terms of this Agreement, and may be bound bycontrolling law.  Each party will bearits 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 andexpenses of the arbitrator(s) and any administrative or other feesassociated with such arbitration.

 

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 terminate youremployment at any time for any reason or no reason whatsoever, with or withoutcause.

 

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) your primary employment duties are with theAffiliate 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.                                 Jointand Several Liability.  The Companywith whom you were employed immediately before your Date of Termination hasresponsibility for benefits to which you or any other person are entitledpursuant to this Agreement but to the extent such Company is unable orunwilling to provide such benefits, Medical Graphics Corporation will bejointly and severally responsible therefor to the extent permitted byapplicable law.

 

16.                                 GeneralProvisions.

 

(a)                                  This Agreement maynot be amended or modified except by a written agreement signed by both of us.

 

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

 

(c)                                  This Agreement willbind and benefit the parties hereto and their respective successors andassigns, but none of your rights or obligations hereunder may be assigned byeither party hereto without the written consent of the other, except byoperation of law upon your death.

 

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

 

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

 

(f)                                    Any notice or othercommunication under this Agreement must be in writing and will be deemed givenwhen delivered in person, by overnight courier (with receipt confirmed), byfacsimile transmission (with receipt confirmed by telephone or by automatictransmission report), or upon receipt if sent by certified mail, return receiptrequested, as follows (or to such other persons and addresses as may bespecified 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 theEmployment Agreement, contains our entire understanding and agreement withrespect to these matters and supersedes and replaces the Original Change inControl Agreement and all other previous agreements, discussions, orunderstandings, whether written or oral, between or on the same subjects.

 

(h)                                 In the event anyprovision of this Agreement is held unenforceable, that provision will besevered and will not affect the validity or enforceability of the remainingprovisions.  In the event any provisionis held to be overbroad, that provision will be deemed amended to narrow itsapplication to the extent necessary to render the provision enforceableaccording to applicable law.

 

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

 

(j)                                     The headingscontained in this Agreement are for convenience only and in no way restrict orotherwise affect the construction of the provisions hereof.  Unless otherwise specified herein, referencesin this Agreement to Sections or Exhibits are to the sections or exhibits tothis Agreement.  This Agreement may beexecuted in multiple counterparts, each of which is an original and all ofwhich 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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