Exhibit 10.9


 


May 19, 2006


 


Terry Allison Rappuhn


P.O. Box 58062


Nashville, TN 37205


 


Re:  AGA Medical Holdings, Inc.
Board of Directors


 


Dear Ms. Rappuhn,


 


On behalf of AGA Medical Holdings, Inc., we are pleased to offer
you a position as a member of the Board of Directors.  Your membership on the Board of Directors is
subject to the terms of this engagement letter.


 


Board Seat and Term.  You will fill Seat 6 which is currently
vacant.  The initial term of your
appointment and election shall be for three years from the date of your
execution of this engagement letter.  The
initial term and any subsequent term may be adjusted in order to provide for
staggered terms for board members, and orderly and efficient corporate
governance, elections and meetings, as determined in the sole discretion of the
Board.  You will serve as a concurrent
director of AGA Medical Corporation, a wholly owned subsidiary of AGA Medical
Holdings, Inc., and of Amplatzer Medical Sales Corporation, a wholly owned
subsidiary of AGA Medical Corporation, and serve on various committees of each
such Boards of Directors as appointed or elected.


 


Independence.  You will serve as an independent director
qualified for audit committee membership as defined in the Sarbanes-Oxley Act
§301, SEC Exchange Act Rule 10A-3, and NYSE Rule 303A.  You will not engage in any activity during
the term of your board service that may disqualify you for such service.


 


Commitment.  You will devote reasonable and sufficient
time and attention to your service hereunder and to the advancement of the
business and interests of AGA Medical Holdings, Inc., its subsidiaries and
affiliated entities, and make yourself available for in-person and telephonic
communications as requested.  During your
service, you will not undertake any outside activity that could reasonably give
rise to a conflict of interest or otherwise interfere with your duties and
obligations hereunder.


 


Compensation.  You will receive the following compensation
for your service:


 


A.           an annual retainer of
$12,500, payable in full upon being appointed to the Board of Directors and
each anniversary thereafter during your term of service;


 


B.             a fee of $2,500,
payable for each meeting of the full Board of Directors (but not for any
committee of the Board) attended by you in person (as opposed to
telephonically) as a director;


 

















 


C.             a fee of $500,
payable for each meeting of the full Board of Directors (but not for any
committee of the Board) attended by you telephonically as a director;


 


D.            an annual grant of options
to purchase 15,000 (subject to proportionally adjustment for stock splits,
combinations and the like) shares of common stock of AGA Medical Holdings, Inc.,
pursuant to the terms and conditions of the existing AGA Medical Holdings, Inc.
stock option plan and subject to the terms and conditions of your individual
option agreement, such options to be issued as of the date you are appointed to
the AGA Medical Holdings, Inc. Board of Directors and on each anniversary
thereafter, up to a maximum of 45,000 total option shares; and


 


E.              reimbursement of
out-of-pocket expenses incurred by you in connection with attending meetings of
the Board of Directors (or any committee thereof) in person as a director.


 


Options. 
Stock options granted to you will (i) have a strike price equal to
the fair market value of the common stock of AGA Medical Holdings, Inc. on
the date of grant, (ii) vest one year from the date of grant, and (iii) will
have a ten (10) year term.  If your
service is terminated by AGA except for Cause (as defined below), by you with
thirty (30) days’ written notice, or by your death, you or your estate shall
retain vested options and option shares; provided, however, that options not
exercised within ninety (90) days of such termination will be forfeited.  If your service is terminated by you without
thirty (30) days’ written notice or by AGA for Cause, all vested and unvested
options and option shares shall be forfeited.


 


Confidential Information.  “Confidential Information” means any and all
information of AGA Medical Holdings, Inc, AGA Medical Corporation, Amplatzer
Medical Sales Corporation, and any other related or affiliated entities
(individually and collectively “AGA”), that is not generally known by others
with whom AGA competes or does business, or with whom AGA plans to compete or
do business, and any and all information which if disclosed by AGA would assist
others in competition against AGA. 
Confidential Information includes without limitation such information
relating to (i) the development, research, testing, manufacturing,
marketing and financial activities of AGA, (ii) all products planned,
researched, developed, tested, manufactured, sold, licenses, leased or
otherwise distributed or put into use by AGA together with all services
provided or planned by AGA during the term of service (collectively “Products”),
(iii) the costs, sources of supply, financial performance, business plans
and strategic plans of AGA, (iv)  the identity and special needs of
customers of AGA, (v) the people and organizations with whom AGA has
business relationships and those relationships, (vi) any information that
AGA has received or may receive hereafter from others with any understanding,
express or implied, that the information not be disclosed, and (vii) any
and all information previously disclosed to you by AGA which otherwise would
constitute Confidential Information hereunder.


 

















 


You acknowledge that AGA continually develops Confidential Information,
that you may develop Confidential Information for AGA, and that you have in the
past and may in the future learn of Confidential Information during your
service.  You will comply with the
policies and procedures of AGA for protecting Confidential Information and you
will never use or disclose to any person or entity (except as required by
applicable law or for the proper performance of your duties and
responsibilities to AGA) any Confidential Information obtained by you incident
to your service.  You understand that
this restriction shall continue to apply after your service to AGA terminates,
regardless of the reason for such termination. 
You acknowledge that all documents, records, tapes and other media or
every kind obtained by you containing Confidential Information are the
exclusive property of AGA and shall be returned to AGA immediately upon the
termination of your service to AGA, regardless of the reason for such
termination.


 


Restricted Activities.  You agree that some restrictions on your
activities during and after your service to AGA are necessary to protect the
goodwill, Confidential Information and other legitimate interests of AGA.


 


During your service to AGA and for twelve (12) months after your
service to AGA terminates, regardless of the reason for such termination, you
will not, directly or indirectly, whether as owner, partner, board member,
investor, consultant, agent, employee, co-venturer or otherwise (other than
through ownership of publicly-traded capital stock of a corporation which
represents less than one percent (1%) of the outstanding capital stock of such
corporation), (i) compete with AGA in any business related to the
developing, selling, licensing or otherwise providing products similar in
purpose, design or function to the Products and related services to physicians,
hospitals or other medical establishments in the United States or such other
business activities which AGA shall conduct or intend to conduct as of the
termination date, or (ii) undertake any planning for any business
competitive with AGA.


 


During your service to AGA and for twelve (12) months after your
service to AGA terminates, regardless of the reason for such termination, you
will not, directly or indirectly, (i) hire, attempt to hire, or assist any
other person to hire or attempt to hire, any employee or independent contractor
of AGA or who was an employee or independent contractor of AGA within six (6) months
preceding such hire or attempt to hire, (ii) solicit or encourage any
employee, independent contractor, customer or vendor of AGA to terminate or
diminish his, her or its business relationship with AGA, or, in the case of a
customer, to conduct with any person or entity any business or activity which
such customer conducts or could conduct with AGA.


 


Termination.  Either you or AGA may terminate your service
to AGA without cause upon thirty (30) days’ written notice.  Your service may be terminated immediately by
AGA for Cause. The following shall constitute “Cause” for termination of your
services to AGA: (i) your conviction of or plea of nolo contendere to a
felony or other crime involving moral turpitude; (ii) your fraud, theft or
embezzlement committed with respect to AGA or in your fiduciary capacity for
any other entity; (iii) breach of your obligations under the Confidential
Information and Restricted Activities sections herein that causes 


 

















 


material harm to AGA; and (iv) your willful and continued failure
to perform your material duties to AGA pursuant to applicable laws, rules,
regulations, standards and this engagement letter.


 


Enforcement of Covenants.  You acknowledge that the covenants of the
Confidential Information and Restricted Activities sections herein are
necessary for the reasonable and proper protection of AGA with respect to
subject matter, length of time, and geographic area.  You further acknowledge that, were you to
breach the covenants of the Confidential Information and Restricted Activities
sections herein, the damage to AGA would be irreparable.  You therefore agree that AGA, in addition to
any other remedies available to it, shall be entitled to injunctive relief
against any breach or threatened breach of any of said covenants.  You agree that all of said covenants shall
survive the termination of this engagement letter for any reason.  You further agree that, in the event, any of
said covenants shall be determined by a court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a time, too large
a geographic area or too great a range of activities, such covenant shall be
deemed to be modified to permit its enforcement to the maximum extent permitted
by law.


 


Assignment.  Neither you nor AGA may make any assignment
of this engagement letter or any interest herein, by operation of law or
otherwise, without the prior written consent of the other.  This engagement letter shall inure to the
benefit of and be binding upon you and AGA, our respective successors,
executors, administrators, heirs and permitted assigns.


 


Waiver and Modification.  No waiver of any provision hereof shall be
effective unless made in writing and signed by the waiving party.  The failure of either party to require the
performance of any term or obligation hereof, or the waiver by either party of
any breach hereof, shall not prevent any subsequent enforcement of such term or
obligation or be deemed a waiver of any subsequent breach.  This letter agreement may be amended or
modified only by a written instrument signed by you and an expressly authorized
representative of AGA.


 


If the above terms are acceptable to you, please execute where provided
below and return the original to me at your earliest convenience.  On behalf of AGA, I look forward to working
with you to serve AGA and its patients.


 


Sincerely,


 


	
  /s/ Franck Gougeon

  	
   

  
	
  Franck Gougeon

  	
   

  
	
  President and CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  /s/ Terry Allison Rappuhn

  	
   

  
	
  By:

  	
  Terry Allison Rappuhn

  	
   

  
	
  Dated: 5/25/2006