Exhibit 10.13




 





 


Summary of
Proposed Terms of Employment

Secretary Tommy Thompson


July 28,
2005




 





 


	
  Position:

  	
   

  	
  Non-Executive Chairman (“Chairman”) of AGA Medical Inc. (“AGA” or the
  “Company”)

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  5 years beginning on the closing date of WCAS’ equity investment and
  the simultaneous repurchase of Michael Afremov’s ownership interest by the
  Company (the “Recapitalization”).

  
	
   

  	
   

  	
   

  
	
  Time Commitment & Responsibilities:

  	
   

  	
  Chairman shall devote up to 20% of his time on AGA matters, including
  assisting with the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i)                                        FDA
  and regulatory affairs;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ii)                                    Customer
  relations, including appearances at domestic and international conferences,
  tradeshows and symposiums to increase awareness of AGA products among
  patients, doctors, hospitals, and distributors;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii)                                 Clinical
  trial awareness and enrollment, particularly as it relates to PFO
  indications;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iv)                                  media
  and investor communications;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  v)                                     and
  standard board of director functions, including committee participation,
  strategic decision-making, operational oversight; and recruitment of
  additional board members and senior management, if necessary.

  
	
   

  	
   

  	
   

  
	
  Salary:

  	
   

  	
  $220,000 annually. Of this amount, $10,000 per month will be paid to
  Akin Gump Strauss Hauer & Feld LLP, or as otherwise directed by
  Chairman. The balance will be paid directly to Chairman.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All reasonable AGA related expenses incurred by Chairman will be
  reimbursed by AGA.

  



 

















 


	
  Option Grant:

  	
   

  	
  Chairman will be granted options to purchase common stock equal to
  1.0% of the fully diluted common shares of the Company upon the closing of
  the Recapitalization (the “Options”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Options will have a ten-year term and an exercise price equal to
  the conversion price of the WCAS Series A preferred stock. Options will
  be subject to a to be determined vesting schedule.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon a change of control or the sale of all or substantially all of
  the assets of AGA, the Options will automatically vest, provided that the
  Chairman is still employed by the Company at that time.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the Chairman is terminated for cause, all vested and unvested
  options and option shares will be forfeited. If the Chairman’s employment
  terminates for any reason other than cause, the Chairman may retain all
  vested options and option shares and only the unvested options will be
  forfeited. Options will only be exercisable for a limited period after
  termination.

  
	
   

  	
   

  	
   

  
	
  Non-Compete / Non- Solicitation:

  	
   

  	
  Twelve months from the date of termination.

  
	
   

  	
   

  	
   

  
	
  Non-Disclosure:

  	
   

  	
  Chairman will agree to maintain confidentiality of the Company’s
  trade secrets and other proprietary information.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chairman will not disclose the terms or existence of this term sheet
  without the consent of WCAS.

  
	
   

  	
   

  	
   

  
	
  Board Representation:

  	
   

  	
  The Chairman shall have an independent seat on the Company’s Board of
  Directors (i.e. not designated by WCAS or Franck Gougeon).

  
	
   

  	
   

  	
   

  
	
  Definitive Documentation:

  	
   

  	
  As promptly as practicable after the execution of this term sheet,
  the parties will negotiate mutually acceptable definitive documentation in
  good faith with respect to these terms, including without limitation an
  employment agreement. Such definitive documentation, when executed, will
  supercede this term sheet in its entirety.

  



 


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  Sincerely,

  	
   

  
	
   

  	
   

  
	
  AGA Medical
  Corporation

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Franck
  Gougeon

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  CEO

  	
   

  
	
   

  	
   

  
	
  Agreed and
  Accepted:

  	
   

  
	
   

  	
   

  
	
  Tommy G.
  Thompson, Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Tommy
  Thompson

  	
   

  
					



 


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