**Exhibit 10.5**

 

**ANGEIONCORPORATION**

**INCENTIVESTOCK OPTION AGREEMENT**

 

OptionNo.      

 

THIS OPTION AGREEMENT ismade as of the 7th day of October 2003, between Angeion Corporation, aMinnesota corporation (the “Company”), and                            ,an employee of the Company (the “Optionee”).

 

The Company desires, byaffording the Optionee an opportunity to purchase shares of its Common Stock,$0.10 par value per share (the “Common Stock”), to carry out the purposes ofthe Angeion Corporation 2002 Stock Option Plan (the “Plan”).

 

THEREFORE, the partiesagree as follows:

 

1.             Grant of Option. The Company grants to the Optionee the right and option (the “Option”)to purchase from the Company all or any part of an aggregate amount of               shares of the Common Stock of the Company (the “Shares”).  The Option is intended to be an “incentivestock option” as defined in Section 422 of the Internal Revenue Code and issubject to the $100,000 limitation described in Section 4(b) of the Plan.

 

2.             Purchase Price. The purchase price of the Shares is $6.23 per share.

 

3.             Term of Option. The Option will terminate on October 6, 2013, subject to earliertermination as set forth in Sections 6 and 7.

 

4.             Exercise of Option.  The Option may be exercised in full as of thedate hereof.

 

5.             Non-Transferability; Legal Representative.  The Option is not transferable otherwise thanby will or the laws of descent and distribution.  The Option is exercisable during the lifetimeof the Optionee, only by the Optionee, except in the case of legal incapacity,in which case the Option may be exercised by the Optionee’s legalrepresentative.

 

6.             Death, Disability or Retirement of Optionee.  If the Optionee’s employment with the Companyterminates by reason of death, Disability or Retirement (as these terms aredefined in the Plan, except that Retirement means retirement from activeemployment with the Company or any subsidiary on or after age 62), the Optionmay be exercised, to the extent that the Optionee is entitled to do so at thedate of his or her termination of employment (a) by reason of death, Disabilityor Retirement, by the Optionee, his or her legal representative, or (b) in thecase of death, by the person to whom the Option is transferred by will or theapplicable laws of descent and distribution. The Option may not be exercised and will terminate upon the earlier of(i) two (2) years from the date of the Optionee’s termination of employment, or(ii) the expiration of the term of the Option**.**

 

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7.             Other Termination of Employment.  If the Optionee’s employment with the Companyterminates for any reason other than death, Disability or Retirement, theOption may be exercised, to the extent that the Optionee is entitled to do soat the date of his or her termination of employment, but may not be exercisedand will terminate the earlier of (i) three (3) months from the date of theOptionee’s termination of employment, or (ii) the expiration of the term of theOption.  In the event an Optionee’semployment is terminated for Cause (as defined in the Plan), however, allunexercised Options will immediately terminate.

 

8.             Method of Exercising Option.  The Option may be exercised in whole or inpart by giving written notice of exercise to the Company specifying the numberof Shares to be purchased.  This noticemust be accompanied by payment in full of the purchase price, either by cash,check, certified or bank check, or by delivery of shares of Common Stockalready owned by the Optionee (which, in the case of Common Stock acquired uponexercise of an option, has been owned for more than six months on the date ofsurrender).

 

9.             Withholding Requirements.  If, at the time of exercise, this Option isdetermined not to be an incentive stock option in whole or in part, prior tothe delivery of Shares purchased pursuant to the exercise, the Company shallhave the right to require the Optionee to either pay to the Company cash in anamount sufficient to satisfy applicable federal and state tax withholdingrequirements or make other arrangements for payment of the taxobligations.  The Company will inform theOptionee as to whether it will require the Optionee to pay cash for withholdingtaxes or make other arrangements in accordance with the preceding sentencewithin two (2) business days after receiving from the Optionee notice that theOptionee intends to exercise, or has exercised, all or a portion of the Option.

 

10.           Certain Dispositions.  If Optionee disposes of any of the shares ofCommon Stock acquired upon exercise of the Option within two (2) years from thedate the Option was granted or within one (1) year after the date of exerciseof the Option and the Option was an incentive stock option at the time ofexercise, then, in order to provide the Company with the opportunity to claimthe benefit of any income tax deduction, Optionee is required to promptlynotify the Company of the dates of acquisition and disposition of such shares,the number of shares so disposed of, and the consideration, if any, receivedfor such shares.  In order to comply withall applicable federal or state income tax laws or regulations, the Company maytake such action as it deems appropriate to ensure (i) notice to the Company ofany disposition of the shares of Common Stock acquired upon exercise of the Optionwithin the time periods described above, and (ii) that, if necessary, allapplicable federal or state payroll, withholding, income or other taxes arewithheld or collected from Optionee.

 

11.           The Plan.  This Option is subject to additional termsand conditions in the Plan under which this Option has been issued.  A copy of the Plan is on file with theSecretary of the Company and Optionee agrees to and accepts this Option subjectto the terms of the Plan.

 

12.           General.  The Company will at all times during the termof the Option reserve and keep available such number of shares of Common Stockas needed to satisfy the requirements of this Option Agreement.

 

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13.           Status;No Right to Continued Employment. Neither the Optionee nor the Optionee’s executor, administrator, heirs,or legatees (each a “permitted transferee”) has any rights or privileges of ashareholder of the Company in respect of the Shares issuable upon exercise ofthe Option until certificates representing Shares are issued and, ifapplicable, the permitted transferee has caused the permitted transferee’s nameto be entered as the shareholder of record on the books of the Company.  This Option does not constitute a commitmentof any kind that the Company will continue to employ Optionee and does not inany way affect the right of the Company to terminate the employment of Optioneeat any time for any reason.

 

14.           Company Authority.  This Option does not affect in any way theright or power of the Company or its shareholders to make or authorize any orall adjustments, recapitalizations, reorganizations or other changes in theCompany’s capital structure or its business, or any merger or consolidation ofthe Company, or any issue of bonds, debentures, additional Common Stock,preferred or prior preference stock ahead of or affecting the Common Stock ofthe Company or the rights thereof, or dissolution or liquidation of theCompany, or any sale or transfer of all or any part of its assets or business,or any other corporate act or proceeding, whether of a similar character orotherwise.

 

15.           Disputes.  As a condition of the granting of the Option,the Optionee agrees for the Optionee and the Optionee’s personalrepresentatives, that any dispute or disagreement that may arise under or as aresult of or pursuant to this Agreement will be determined by the Committee (asdefined in the Plan), in its sole discretion, and that any interpretation bythe Committee of the terms of this Agreement will be final, binding andconclusive.

 

16.           Binding Effect.  This Agreement is binding upon the heirs,executors, administrators and successors of the parties.

 

17.           Capitalized Terms.  All capitalized terms not otherwise definedhave the terms given in the Plan.

 

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IN WITNESS WHEREOF, theCompany and the Optionee have executed this Agreement as of the date firstabove written.

 

 
|   | ANGEION CORPORATION |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 |   |   |
|   | Name:               |
|   | Title:              | President & CEO |
|   |                |
|   |                |
|   | OPTIONEE            |
|   |                |
|   |                |
|   | By:                 |   |   |
|   | Name:               |

 

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