**Exhibit 10.1**

 

**EMPLOYMENTAGREEMENT**

 

This Employment Agreement (“Agreement”) ismade and entered as of March 17, 2008 between Angeion Corporation (the “Company”)and Mr. William J. Kullback (“you”).

 

**NOW, THEREFORE**, for good andvaluable consideration, the sufficiency of which is hereby acknowledged, youand the Company hereby agree as follows:

 

# 1.             Employment.

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The Company hereby agrees to employ you, and you agree to be employedby the Company beginning March 17, 2008 as CFO and Senior Vice Presidenton the terms and conditions set forth in this Agreement.  The provisions of Section 6 and 7 ofthis agreement, however, will become effective on June 15, 2008, assumingyour continued employment on that date.

 

At no additional compensation, you will serve in such other directorships, Board committee memberships andoffices of the Company and its subsidiaries (including CFO and Senior VicePresident of Medical Graphics) to which you may from time to time be appointedby the Chief Executive Officer and President of the Company.  You agree to serve the Company faithfullyand, to the best of your ability, to promote the Company’s interest, and todevote your full working time, energy and skill to the Company’s business.  You may attend to personal business andinvestment, engage in charitable activities and community affairs, and serve ona reasonable number of corporate, educational and civic boards, so long asthose activities do not interfere with your duties under this Agreement.  Your service on any corporate boards on whichyou did not serve as of the date hereof is subject to prior approval by theChief Executive Officer/President and Board of Directors.

 

You will have such authority, powers, functions, duties, andresponsibilities as are normally accorded executive officers serving in thecapacity in which you serve.  You willdischarge your duties at all times in accordance with any and all policiesestablished by the Corporation and will report to, and be subject to the directionof, the Chief Executive Officer and President.

 

# 2.             Base Salary.

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## (a)           As partial compensation for all of your services (includingservices as, committee member or officer of the Company and its subsidiaries)during your term of employment hereunder, you will receive a base salary at an annualrate of no less than Two Hundred Thousand Dollars ($200,000), payable inbiweekly installments.  This base salarywill be reviewed annually and subject to increase at the discretion of theBoard.

 

# 3.             Cash Bonus; Stock Awards andOptions.

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## (a)           As additional compensation for your services, beginning March 17,2008, you will be eligible to earn cash bonus compensation for each fiscal yearup to a target of 25% of your annual salary and a maximum of 50% of your annualsalary, which 

 

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## percentage targets will be reviewed annually and subject to adjustmentat the discretion the Board.  Bonuseseach year will be determined by the Board of Directors in accordance with abonus plan to be established by mutual agreement between the Senior ExecutiveTeam and the Board of Directors for that year. Any bonus under this Section 3(a) for fiscal 2008 will beunder the terms of the Angeion 2008 Bonus Program on a pro rata basis from theEmployment Date through October 31, 2008. The Angeion 2008 Bonus Program has not yet been finalized by the AngeionCompensation Committee and Board of Directors.

 

## (b)           You will be granted a combination of stock options andrestricted stock grants in an amount commensurate with your position.

 

# 4.             Fringe Benefits.

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## (a)           You will be eligible toparticipate in any and all Company sponsored insurance (including medical,dental, life and disability insurance), retirement, and other fringe benefitprograms that it maintains for its executive officers, subject to and on abasis consistent with the terms of each such plan or program.

 

(b)           Youwill be eligible for 20 PTO days per calendar year (or such greater amount asmay be granted by the Company), accrued in accordance with Company policy.  You may accrue up to a maximum of 30 PTO daysand may carry forward 20 PTO days from calendar year to year.  Any accrued but unused PTO time will be paidon any termination in accordance with Company policy.  You will also be entitled to paid holidays inaccordance with such policies as may be implemented from time to time by theCompany for management-level employees generally.

 

## (c)           The Company does not guarantee the adoption or continuanceof any particular employee benefit during your employment, and nothing in thisAgreement is intended to, or will in any way, restrict the right of theCompany, to amend, modify or terminate any of its benefits during youremployment.

 

# 5.             Expenses.  During the term of your employment, theCompany will reimburse you for your reasonable travel and other expensesincident to your rendering of services in conformity with its regular policiesregarding reimbursement of expenses as in effect from time to time.  Payments to you under this paragraph will bemade upon presentation of expense vouchers in such detail as the Company may fromtime to time reasonably require.

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# 6.             Term and Termination.

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## (a)           Term.  Your employment with the Company willcontinue unless and until terminated in accordance with the terms of thisAgreement.

 

## (b)           Termination.  Your employment under this Agreement may beterminated as follows:

 

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### (i)            By your resignation upon60 days prior written notice to the Company.

 

### (ii)           By the Company for Cause (asdefined in this Agreement) immediately upon written notice to you.

 

### (iii)          By the Company for any reasonand at any time upon 60 days prior written notice to you.

 

### (iv)          By the Company at any time inthe event of your Disability (as defined in this Agreement).

 

## (c)           Death.  This Agreement will automatically terminateupon your death.

 

# 7.             Consequences of Termination.

 

## (a)           Termination for Cause;Resignation Prior to Change in Control or More Than 18 Months After Change inControl.  If your employment is terminated at any timeby the Company for Cause or if you resign prior to a Change in Control (asdefined in the separate Change-in-Control Agreement attached hereto (the “Change-in-ControlAgreement”)) or more than 18 months after a Change in Control, then youwill be paid (i) your base salary to the date of termination and (ii) theunpaid portion of any bonus or incentive amount earned by you for the fiscalyear ending prior to the termination of your employment that you are entitledto receive under the terms of the annual incentive plan.  You will not be entitled to receive any basesalary or fringe benefits for any period after the date of termination, exceptfor the right to receive benefits that have become vested under any benefitplan or to which you are entitled as a matter of law.

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## (b)           Termination without Cause Priorto Change in Control or More Than 18 Months After Change in Control.  If the Company terminates your employmentwithout Cause prior to a Change in Control or more than 18 months after aChange in Control, then:

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### (i)            The Company will pay you a lumpsum equal to 9 months of your current base salary, less applicable taxwithholdings within 20 days of your execution of a release of claims in favorof the Company, in substantially the form attached as Exhibit A, providedthat you do not revoke or rescind your release as specified therein; and

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### (ii)           The Company will pay the unpaidportion of any bonus and incentive amounts earned by you for the fiscal yearending prior to the termination of your employment that you are eligible toreceive under the terms of the applicable bonus and incentive plans; and

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### (iii)          You will be eligible for theannual incentive bonus for the fiscal year in which your terminationoccurs.  If your termination occurs inthe first six months of the Company’s fiscal year, you will be eligible for theCFO-level bonus for target performance. If your termination occurs in the second six months of the 

 

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### Company’s fiscal year, you will be eligiblefor the greater of: (A) the CFO-level bonus for target performance for thefiscal year, or (B) if other senior executives receive a bonus for overtarget performance for the fiscal year, then you will receive the comparableCFO-level bonus specified for over target performance for the fiscal year.  In either case, in the event the target goalshave not been set at the time your employment terminates, for purposes of thisparagraph, the target goals in effect for the preceding fiscal year will beused.  For purposes of this paragraph,the Company waives any other condition precedent, such as continuedemployment.  The annual incentive bonusyou are paid pursuant to this section will be prorated by multiplying by afraction, the numerator of which is the number of days you worked in the bonusperiod prior to the termination of your employment, and the denominator ofwhich is the number of days in the bonus period, less any amount of any suchincentive bonus already paid to you in your year of termination, if any.  The pro-rated incentive bonus to be paidpursuant to this paragraph 7(b)(iii) will be paid only if seniormanagement of the Company are paid a bonus based on achievement of goals at orabove target for the year in which the termination occurs, and any bonus willbe paid to you at the same time and manner as the bonus is paid to other seniormanagement of the Company; but payments, if any, must occur within the calendaryear in which the relevant company fiscal year ends.

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### (iv)          You will be eligible to electcontinued group health and life coverage, including medical and dentalcoverage, as otherwise required under applicable state continuation law and theConsolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. §§ 1161-1168;26 U.S.C. § 4980B(f), as amended, and all applicable regulations (referred tocollectively as “COBRA”).  For this12-month period, the Company will continue to pay its share of the healthcareand life insurance premiums for your family coverage and you will be obligatedto pay your share of the cost associated with the coverage as if you were stillactively employed by the Company.  If,during the 12-month period, you become employed by a third party and eligiblefor any health care or life insurance coverage provided by that third party,the Company will not, thereafter, be obligated to continue to pay thisamount.  You will be responsible for thefull cost of any health care or life insurance coverage after the end of the 12months.  If, however, on the date youremployment terminates, medical and dental coverage is provided under a planthat is “self-insured” for purposes of Section 105(h) of the Code,then in lieu of the Company’s premium contribution, the Company will pay you,in a single lump sum within 30 days of the date your employment terminates, theproduct of: (i) 12 times (ii) the sum of: (A) the monthlypremium cost for these life, medical and dental coverages (based upon the COBRArates then in effect) less (B) your monthly contribution out ofcompensation for these coverages then in effect.

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### (v)           The Company will pay up to tenpercent 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 

 

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### rendered or to be rendered.  No payment will be made for services to berendered more than two years after the Date of Termination.

 

## (c)           Termination in the Event ofDeath or Disability.  If your employment terminates due to yourdeath or if the Company terminates your employment due to Incapacity at anytime, then

 

### (i)            The Company will continue to payyour base salary to your estate or to you for the remainder of the month inwhich your death occurs or in which your employment is terminated due to Incapacity,together with the unpaid portion of any bonus or incentive amount earned by youfor the fiscal year ending prior to the termination of your employment that youare entitled to receive under the terms of the applicable incentive plan; andin the event of termination due to Disability, you will continue to receive,during that month, all of the fringe benefits then being paid or provided toyou;

 

### (ii)           The Company will pay you anannual incentive bonus for the fiscal year in which the termination occurscalculated as set forth in Section 7(b)(iii) above.

 

### (iii)          You will be eligible to receiveall disability and other benefits, such as continued health coverage or lifeinsurance proceeds, provided in accordance with the terms and conditions of thehealth care coverage, life insurance, disability, or other employee benefitplans of the Company and applicable law.

 

## (d)           Termination Within18 Months After Change in Control.  If, within 18months after a Change in Control, your employment terminates, your rights willbe governed by the Change-in-Control Agreement attached hereto and executedconcurrently herewith.  After theexpiration of such 18-month period, you rights will again be governed solely bythis agreement.

 

## (e)           Benefits.  The benefits provided you under this Section 7or in the Change in Control Agreement are in lieu of any benefits that wouldotherwise be provided to you under any severance pay or other policies of theCompany.  In the event you are entitledto benefits under the Change in Control Agreement, you will not be entitled toany benefits under this Section 7. Nothing in this Employment Agreement affects the vesting, exercisabilityor other terms of any stock option or other equity grant, or other benefitsvested as of the date of termination, and all stock options and other grantsand benefits are covered by the terms of the grants and the plans under theywere issued.

 

## (f)            Release.  Notwithstanding any other provision of thisAgreement, you are not entitled to any compensation or benefits under this Section 7or under the Amended Change in Control Agreement, other than compensationthrough the date of termination and benefits previously vested, unless anduntil you sign a release of claims in favor of the Company, in substantiallythe form as attached as Exhibit A, and provided further that you do notrevoke or rescind your release as specified therein.  Further, the Company will 

 

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## not be required to begin making any payments to you under this Section 7or under the Amended Change in Control Agreement until the expiration of therescission and revocation periods set forth in the release of claims.

 

## (g)           Agreement by Medical GraphicsCorporation.  The Company has responsibility for benefitsto which you or any other person are entitled pursuant to this Section 7but to the extent the Company is unable or unwilling to provide such benefits,Medical Graphics Corporation will be jointly and severally responsibletherefore to the extent permitted by applicable law.

 

# 8.             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.

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# 9.             No Mitigation.  Following termination of your employment forany reason you will be under no obligation to mitigate your damages by seekingother employment, and there will be no offset against the amounts due you underSection 7, except as specifically provided in Section 7(b)(iii) orfor any claims which the Company may have against you.

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# 10.           Property Rights,Confidentiality, Non-Solicit and Non-Compete Provisions.

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## (a)           Company’s Property.

 

### (i)            You must promptly disclose tothe Company in writing all inventions, discoveries, and works of authorship,whether or not patentable or copyrightable, that are conceived, made,discovered, written, or created by you alone or jointly with another person,group, or entity, whether during the normal hours of employment at the Companyor on your own time, during the term of this Agreement.  You agree to assign all rights to all suchinventions and works of authorship to the Company.  You further agree to give the Company any ofthe assistance it reasonably requires in order for the Company to perfect, protectand use its rights to inventions and works of authorship.

 

This provision does not apply to an invention,discovery, or work of authorship for which no equipment, supplies, facility, ortrade secret information of the Company was used and that was developedentirely on your own time and that does not relate to the business of theCompany, to the Company’s anticipated research or developments, or does notresult from any work performed by you for the Company.

 

### (ii)           You may not remove any records,documents, or any other tangible items (excluding your personal property) fromthe premises of the Company in either original or duplicate form, except as isneeded in the ordinary course of conducting business for the Company.

 

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### (iii)          Upon termination of employmentwith the Company, or at any other time upon the Company’s request, comply withthe requirements of Section 13 herein.

 

## (b)           Confidential Information.

 

### (i)            Purpose and Scope.  The Company will, in the course of youremployment, rely upon you for and impart and disclose to you in confidenceConfidential Information, as hereinafter defined.  You acknowledge that the Company operates ina competitive environment and that the Company has an interest in protectingits Confidential Information.  Inconsideration of your employment hereunder and the benefits set forth in thisAgreement, you agree to (1) maintain the confidentiality of the Company’sConfidential Information and (2) use the Company’s Confidential Informationfor the exclusive benefit of the Company, as set forth below.

 

### (ii)           ConfidentialInformation/Nondisclosure.  You understand and agree that as an employeeof the Company, you will receive and contribute to ConfidentialInformation.  You agree that at all timesduring your employment and after the termination thereof for any reasonwhatsoever, you will keep secret Confidential Information and that you will notuse or disclose the same except as such use or disclosure may be required inconnection with your work for the Company, or unless the Company firstexpressly authorizes such disclosure in writing, or unless such disclosure iscompelled by law or legal process.  Youacknowledge that the Company’s Confidential Information constitutes a unique andvaluable asset of the Company and represents a substantial investment of timeand expense by the Company and that any improper disclosure or other use ofsuch knowledge or information other than for the sole benefit of the Companywould be wrongful and would cause irreparable harm to the Company.

 

### (iii)          Assignment.  You hereby assign to the Company any rightsyou may have or acquire in the Confidential Information and recognize that allof the Confidential Information is and will be the sole property of the Companyand its successors and assigns.

 

### (iv)          Definition.  For purposes of this Agreement, “ConfidentialInformation” means any and all information in whatever form, whether written,electronically stored, orally transmitted or memorized pertaining to:  trade secrets; customer lists, records andother information regarding customers; price lists and pricing policies,financial plans, records, ledgers and information; purchase orders, agreementsand related data; business development plans; products and technologies;product tests; manufacturing costs; product or service pricing; sales andmarketing plans; research and development plans; personnel and employmentrecords, files, data and policies (regardless of whether the informationpertain to you or other employees of the Company); tax or financialinformation; business and sales methods and operations; businesscorrespondence, memoranda and other records; inventions, improvements anddiscoveries; processes and methods; 

 

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### and business operations and related dataformulae; computer records and related data; know-how, research anddevelopment; trademark, technology, technical information, copyrightedmaterial; and any other confidential or proprietary data and information whichyou encounter during employment, all of which are held, possessed or owned bythe Company and all of which are continually used in the operations andbusiness of the Company.  Thecompilation, manipulation or other exploitation of generally known informationmay constitute Confidential Information. Confidential Information does not include knowledge or information thatis now or subsequently becomes generally known within the Company’s industryother than as a direct or indirect result of the breach of this Agreement byyou.

 

## (c)           Non-Solicitation of Clients.  During your employment, and for 12 monthsafter the date on which you are no longer employed by the Company (for anyreason), in any capacity, you may not, directly or indirectly, divert, solicitor accept business from any client or prospective client of the Company forbusiness relating to (a) the manufacture or sale of cardio respiratorydiagnostic devices to the (i) clinical research, (ii) hospital,physician office and clinic or (iii) health & fitness markets or (b) anyother business in which the Company is then engaged and was engaged on the dateof your termination.  You also may not,directly or indirectly, in any way interfere, or attempt to interfere, with theCompany’s relationships with any of its actual or potential vendors orsuppliers.

 

## (d)           Non-Solicitation of Employees.  During your employment, and for 12 monthsafter the date in which you are no longer employed by the Company (for anyreason), in any capacity, you may not, directly or indirectly, attempt to hireaway any then-current employee of the Company or any subsidiary or to persuadeany such employee to leave employment with the Company or any subsidiary.

 

## (e)           Non-Competition.  During your employment and for 12 monthsafter  the date in which you are nolonger employed by the Company in any capacity, you may not engage orparticipate, either individually or as an employee, consultant or principal,partner, agent, trustee, officer or director of a corporation, partnership, orother business entity, in any business which competes with the Company relatingto (a) the manufacture or sale of cardio respiratory diagnostic devices to(i) clinical research, (ii) hospital, physician office and clinic or (iii) health &fitness markets or (b) any other business in which the Company or anysubsidiary of the Company (to the extent that the Company has more than a 20percent equity interest in the subsidiary) Company is then engaged and wasengaged on the date of your termination. Mere ownership by you of not more than 5% of the outstanding commonstock of a company the securities of which are publicly traded will notconstitute competition for purposes of this Section 9(e).

 

The provisions of this Section 10 survive the termination of thisAgreement.

 

# 11.           Arbitration.  Except as provided in Section 12, anydisputes arising under or in connection with this Agreement (including withoutlimitation the making of this Agreement) must be resolved by final and bindingarbitration to be held in Minneapolis, 

 

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# Minnesota in accordance with the rules and procedures of theAmerican Arbitration Association.  Theparties will select a mutually agreeable single arbitrator to resolve the disputeor if they fail or are unable to do so, each side will within the following 10business days select a single arbitrator and the two so selected will select athird arbitrator within the following 10 business days.  The arbitration award or other resolution maybe entered as a judgment at the request of the prevailing party by any court ofcompetent jurisdiction in Minnesota or elsewhere.  The arbitrator may construe or interpret, butmay not ignore or vary the terms of this Agreement, and will 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.

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# 12.           Injunctive/Declaratory Relief.  You acknowledge and agree that the servicesto be rendered by you hereunder are of a special character, and that anyviolation of Section 9 hereof could be highly injurious to the Company,and that it would be extremely difficult to compensate the Company fully fordamages for any such violation. Accordingly, the parties specifically agree that the Company will beentitled to temporary and permanent injunctive relief to enforce the provisionsof Section 9 hereof and that you are entitled to seek declaratory reliefto resolve any disputes or interpretations regarding Section 9hereof.  Any such relief may be grantedwithout the necessity of proving actual damages and without necessity ofposting any bond.  This provision withrespect to injunctive and declaratory relief will not, however, diminish theright of either party to claim and recover damages, or to seek and obtain anyother relief available to it at law or in equity, in addition to suchinjunctive or declaratory relief.

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# 13.           Surrender/Disposition of Recordsand Property.  Upon termination of your employment with theCompany, you must deliver promptly to the Company all records, manuals, books,blank forms, documents, letters, memoranda, notes, notebooks, reports, computerdisks, computer software, computer programs (including source code, objectcode, on-line files, documentation, testing materials and plans and reports)designs, drawings, formulae, data, tables or calculations or copies thereof,which are the property of the Company or any subsidiary or which relate in anyway to the business, products, practices or techniques of the Company or anysubsidiary, and all other property, trade secrets and Confidential Informationof the Company, including, but not limited to, all tangible, written,graphical, machine readable and other materials (including all copies) which inwhole or in part contain any trade secrets or Confidential Information of theCompany which in any of these cases are in your possession or under yourcontrol.  Notwithstanding any otherprovisions to the contrary, however, you may retain electronic contactinformation from your Outlook or other electronic address book (e.g. name,addresses, phone numbers) for your personal and business contacts.  Moreover, the Company agrees that upon yourtermination, and subject to appropriate monitoring of the process by theCompany, you may copy personal information that you have maintained on the freestanding back-up hard drive in your office and that that after you do so, allinformation on such hard drive will be deleted.

 

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# 14.           Definitions.  For purposes of this Agreement, the followingterms will have the meanings set forth below:

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## (a)           Cause.  “Cause” has the meaning given to it in theAmended Change in Control Agreement.

 

Incapacity.  “Incapacity” means, provided that you havefirst exhausted your entitlement to any applicable disability-related leaves ofabsence, your inability to perform the essential functions, duties andresponsibilities contemplated under this Agreement, with or without reasonableaccommodation, for a period of more than 90 consecutive days due to physical ormental incapacity or impairment.

 

# 15.           General Provisions.

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

 

## (b)           In the event that any provision or portion of this agreementis determined to be invalid or unenforceable for any reason, the remainingprovisions of this Agreement will remain in full force and effect to thefullest extent permitted by law.

 

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

 

## (d)           This Agreement has been made in and shall be governed andconstrued in accordance with the laws of the State of Minnesota without givingeffect to the principles of conflict of laws of any jurisdiction.

 

## (e)           No failure on the part of either party to exercise, and nodelay in exercising, any right or remedy under this Agreement will operate as awaiver; nor will any single or partial exercise of any right or remedy precludeany other or further exercise of 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/or addresses as may bespecified by written notice to the other party):

 

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If to AngeionCorporation:

 

Angeion Corporation

Attention:  Sheryl A. Rapheal, Vice President HumanResources and Administration

350 Oak Grove Parkway

St. Paul, MN 55127

 

If to William J.Kullback:

 

William J. Kullback

18020 33rd Place North

Plymouth, MN 55447

 

## (g)           This Agreement, the Change-in-Control Agreement and thestock option agreements ancillary hereto, contains our entire understanding andagreement with respect to these matters and supersedes all previous agreements,discussions, or understandings, whether written or oral, between or on the samesubjects.

 

## (h)           In the event any provision of this Agreement is heldunenforceable, that provision will be severed and shall not affect the validityor enforceability of the remaining provisions. In the event any provision is held to be overbroad, that provision shallbe deemed amended to narrow its application to the extent necessary to renderthe provision enforceable according to applicable law.

 

## (i)            All terms of this Agreementintended to be observed and performed after the termination of this Agreementwill survive such termination and will continue in full force and effectthereafter, including without limitation, Section 7, Consequence ofTermination; Section 8, No Mitigation; Section 9, Property Rights,Confidentiality, Non-Solicit and Non-Compete Provisions; Section 10,Arbitration; Section 11, Definitions; and Section 12, General Provisions.

 

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

 

If the foregoing correctly sets forth your understanding of ouragreement, please indicate so by signing and returning to us a copy of thisletter.

 
|   | Very truly  yours,                        |
|--------|-------------------------------------------|
|   |                                      |
|   | ANGEION  CORPORATION                      |
|   |                                      |
|   |                                      |
|   |                                      |
|   | Rodney A. Young,  Chief Executive Officer |
|   | and President  (date)                     |

 

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| Accepted and agreed to: |   |
|-------------------------|--------|
|                    |   |
|                    |   |
| William J. Kullback     |   |

 

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** **

**EXHIBITA**

 

**GENERALRELEASE**

** **

This General Release (“General Release”) is made and entered into byWilliam J. Kullback (“you”) and Angeion Corporation (the “Company”).

 

**WHEREAS**, you andCompany are parties to an Employment Agreement, dated March 17, 2008, anda Change in Control Agreement to be June 17, 2008 (collectively, the “Agreements”);

 

**WHEREAS**, under theterms of the Agreements, which you agree are fair and reasonable, you agreed toenter into this General Release;

 

**NOW, THEREFORE**, inconsideration of the provisions and the mutual covenants contained herein andin the Agreements, the parties agree as follows:

 

#### 1.                                       GeneralRelease of the Company.  You settleand waive any and all claims you have or may have against the Company, itssubsidiaries, affiliates, and related companies, and its current or formerdirectors, officers, attorneys, insurers, employees, contractors, and agents(collectively, the “Released Parties”) for any act or omission that hasoccurred up through the date of execution of this General Release, includingbut not limited to, any and all claims resulting from the Company’s hiring ofyou, your employment with the Company or the cessation of your employment withthe Company.

 

For the consideration expressed herein, you understand that while youretain the right to pursue an administrative action through an agency such asthe Equal Employment Opportunity Commission(“EEOC”) or the Minnesota Department of Human Rights (“MDHR”), you herebyrelease and discharge the Released Parties from all liability for damages,affirmative or equitable relief, judgments, or attorneys’ fees whether broughtby you or on your behalf by any other party, governmental or otherwise.  Aside from the EEOC or MDHR, as discussedabove, you agree not to institute any claim for damages, affirmative orequitable relief, judgments, or attorneys’ fees, nor authorize or assist anyother party, to recover damages, affirmative or equitable relief, judgments, orattorneys’ fees on your behalf via administrative or legal proceedings againstthe Released Parties.

 

You do hereby release and discharge the Released Parties from any andall statutory claims, including, but not limited to, any claims arising underor based on Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq.; 42 U.S.C. § 1981; the Age Discrimination in EmploymentAct (including The Older Worker Benefit Protection Act), 29 U.S.C. § 621 etseq.; the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.;the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; the FairLabor Standards Act, 29 U.S.C. § 201 et seq.; the Employee RetirementIncome Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq.; theMinnesota Human Rights Act, Minn. Stat. §363.01 et seq.; Minn. Stat.§181.81 and any other federal or state constitutions; federal, state or localstatute, or any contract, quasi contract, common law or tort claims, whetherknown or unknown, suspected or unsuspected, concealed or 

 

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hidden, or whether developed or undeveloped, upthrough the date of your execution of this General Release.

 

This General Release also specifically encompasses any and all claimsgrounded in contract or tort theories, including, but not limited to: breach ofcontract  (including but not limited toany claims that you may have under the Agreements), tortious interference withcontractual relations; promissory estoppel; breach of the implied covenant ofgood faith and fair dealing; breach of employee handbooks, manuals, or otherpolicies; wrongful discharge; wrongful discharge in violation of public policy;assault; battery; fraud; false imprisonment; invasion of privacy; intentionalor negligent misrepresentation; defamation, including libel and slander, dischargedefamation and self-defamation; intentional or negligent infliction ofemotional distress; negligence; breach of fiduciary duty; negligent hiring,retention or supervision; whistleblower claims; unpaid wages (including but notlimited to any claims for bonuses, severance and vacation pay) and any othercontract or tort theory based on either intentional or negligent conduct of anykind, including any attorneys’ fees, liquidated damages, punitive damages, andany costs or disbursements that could be awarded in connection with these orany other common law claims.

 

It is a further condition of the consideration hereof and is yourintention in executing this General Release that the same will be effective asa bar as to each and every claim, demand and cause of action herein abovespecified.  You acknowledge that you mayhereafter discover claims or facts in addition to or different from those whichyou now know or believe to exist with respect to the subject matter of thisGeneral Release and which, if known or suspected at the time of executing thisGeneral Release, may have materially affected this settlement.  Nevertheless, you hereby waive any right,claim or cause of action that might arise as a result of such different oradditional claims or facts.  Youacknowledge that you understand the significance and consequence of suchrelease and specific waiver.

 

You do not waive any claims that you may have which arise out of factsor events that occur after the date on which you sign this General Release,claims for indemnification, if applicable, or for compensation and benefits towhich you are eligible under your Amended Employment Agreement and your AmendedChange-In Control Agreement, or any benefit plan or program of the Company.

 

Notwithstanding any of the forgoing provisions, this General Releasedoes not apply to and does not modify, expand or reduce any obligation of theCompany to indemnify you from any claims arising out of the performance of yourservices as an employee or officer of the Company to the fullest extentprovided by applicable law and under the Company’s by-laws, if broader thanapplicable law.  Nothing herein isintended to expand, reduce or limit the Company’s obligations to provide thebenefit of insurance coverage maintained by the Company (including D&Ocoverage) for you in connection with claims based on actions or omissions ofyou during the period of your employment with the Company.

 

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#### 2.                                       Rescission.  You have been informed of your right torescind this General Release by written notice to the Company within 15calendar days after you execute this General Release.  You have been informed and understands thatany such rescission must be in writing and delivered to the Company by hand, orsent by mail within the 15-day time period. If delivered by mail, the rescission must be:  (1) postmarked within the applicableperiod and (2) sent by certified mail, return receipt requested, toAngeion Corporation, Attention:  Chairmanof the Board of Directors, 350 Oak Grove Parkway, St. Paul, MN  55127. If you rescind this General Release, the Company will have noobligations under the Agreements to you or to anyone whose rights derive fromyou.

####  

#### 3.                                       AcceptancePeriod; Advice of Counsel.  The termsof this General Release will be open for acceptance by you for a period of 21days from receipt, during which time you may consider whether or not to acceptthis General Release.  You agree thatchanges to this General Release, whether material or immaterial, will notrestart this acceptance period.  You arehereby advised to seek the advice of an attorney regarding this GeneralRelease, which you have done.

####  

#### 4.                                       GeneralRelease by the Company.  The Companysettles, releases, and waives any and all claims it has or may have against youfor any act or omission that has occurred up through the date of execution ofthis General Release, including but not limited to any relating to or arisingout of your employment with the Company or your service as an officer or  director of the Company, or in any othercapacity with the Company.  This is arelease of all claims, whether based on contract, tort, federal, state, orlocal statute or regulation or upon any other theory.  It is further a release of all claims forrelief, including but not limited to all claims for compensatory, punitive,liquidated, and all other damages, penalties, attorneys’ fees, costs or disbursements and all other equitable andlegal relief that could be awarded in connection with these or any otherclaims.

####  

It is a further condition of the consideration hereof and is theCompany’s  intention in executing thisGeneral Release that the same will be effective as a bar as to each and everyclaim, demand and cause of action herein above specified.  The Company acknowledges that it  mayhereafter discover claims or facts in addition to or different from those whichit now knows or believes to exist with respect to the subject matter of thisGeneral Release and which, if known or suspected at the time of executing thisGeneral Release, may have materially affected this settlement.  Nevertheless, the Company hereby waives anyright, claim or cause of action that might arise as a result of such different oradditional claims or facts.  The Companyacknowledges that it understands the significance and consequence of suchrelease and specific waiver.

 

The Company does not waive any claims that it may have that arise outof facts or events that occur after the date on which it signs this General Release,including specifically claims for breach of your post termination obligationsunder your Amended Employment Agreement and the Amended Change-In ControlAgreement.

 

#### 5.                                       RepresentationBy You.  You represent and warrantthat you have not engaged in any activity which would constitute willfulmisconduct conduct including, but 

 

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#### not limited to, fraud, knowingmaterial misrepresentation, or knowing violation of any federal, state or locallaw.  In executing this General Release,the Company has relied on the representations by you in this Paragraph 5.  These representations are material terms ofthis General Release.  **YOU HEREBY ACKNOWLEDGE AND STATE THAT YOU HAVE READTHIS GENERAL RELEASE.  YOU FURTHER REPRESENTTHAT THIS GENERAL RELEASE IS WRITTEN IN LANGUAGE WHICH IS UNDERSTANDABLE TOYOU, THAT YOU FULLY APPRECIATE THE MEANING OF ITS TERMS, AND THAT YOU ENTERINTO THIS GENERAL RELEASE FREELY AND VOLUNTARILY.**

####  

#### 6.                                       GoverningLaw.  The parties agree that Minnesotalaw will govern the construction and interpretation of this General Release.

####  

**IN WITNESS WHEREOF**,the parties have authorized, executed, and delivered this General Release.

 

 
| Dated: |       |       |                                |
|--------|------------|------------|-------------------------------------|
|   |       |       |   William J.  Kullback    |
|   |       |       |                                |
|   |       |       |                                |
| Dated: | ** ** | ** ** | **  ANGEION CORPORATION** |
|   |       |       |                                |
|   |       |       |                                |
|   |       |       |   By:                     |   |
|   |       |       |                                | Its: |   |

 

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