Exhibit
10.7


 


AMENDED CHANGE IN CONTROL
AGREEMENT


 


This Amended Change in Control Agreement (“Agreement”) is made and
entered as of October 31, 2007 (the “Agreement Date”) between Angeion
Corporation (the “Company”) and Mr. Rodney A. Young (“you”).


 


WHEREAS, you and the Company entered into a
Change in Control Agreement dated July 6, 2004 (“Original Change in
Control Agreement”);


 


WHEREAS, you and the Company wish to amend the
terms of the Original Change in Control Agreement as set forth herein;


 


WHEREAS, this Agreement supersedes and replaces
the Original Change in Control Agreement as of the date of this Agreement;


 


NOW, THEREFORE, for good and valuable consideration,
the sufficiency of which is hereby acknowledged, you and the Company hereby
agree as follows:


 


The Board considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best interests
of the Company and its shareholders.  In
this connection, the Board recognizes that the possibility of a Change in
Control may arise and that this possibility and the uncertainty and questions
that it may raise among management may result in the departure or distraction
of management personnel to the detriment of the Company and its shareholders.


 


Accordingly, the Board has determined that appropriate steps should be
taken to minimize the risk that Company management will depart prior to a
Change in Control, thereby leaving the Company without adequate management
personnel during such a critical period, and to reinforce and encourage the
continued attention and dedication of members of the Company’s management to
their assigned duties without distraction in circumstances arising from the
possibility of a Change in Control.  In
particular, the Board believes it important, should the Company or its
shareholders receive a proposal for transfer of control, that you be able to
continue your management responsibilities without being influenced by the
uncertainties of your own personal situation.


 


The Board recognizes that continuance of your position with the Company
involves a substantial commitment to the Company in terms of your personal life
and professional career and the possibility of foregoing present and future
career opportunities, for which the Company receives substantial benefits.  Therefore, to induce you to remain an
employee 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 the
event your employment with the Company is terminated in connection with a
Change in Control under the circumstances described below.


 


Agreement


 


1.                                       Definitions.  The following terms will have the meaning set
forth below unless the context clearly requires otherwise.  Terms defined elsewhere in this Agreement
will have the same meaning throughout this Agreement.


 


(a)                                  “Affiliate”
means (i) any corporation at least a majority of whose outstanding
securities ordinarily having the right to vote at elections of directors is
owned directly 


 


 


 

















 


or indirectly by the Parent Corporation or (ii) any other form of
business entity in that the Parent Corporation, by virtue of a direct or
indirect ownership interest, has the right to elect a majority of the members
of such entity’s governing body.


 


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


 


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


 


(d)                                 “Benefit
Plan” means any


 


(i)                                     employee
benefit plan as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended;


 


(ii)                                  cafeteria plan
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)                              stock option,
stock purchase, restricted stock, phantom stock, stock appreciation right or
other equity-based compensation plan that is sponsored, maintained or
contributed to by the Company for the benefit of employees (or their families
and dependents) generally or you (or your family and dependents) in particular.


 


(e)                                  “Board”
means the board of directors of the Parent Corporation duly qualified and
acting at the time in question.  On and
after the date of a Change in Control, any duty of the Board in connection with
this Agreement is nondelegable and any attempt by the Board to delegate any
such duty is ineffective.


 


(f)                                    “Cause”
means:


 


(i)                                     your gross
misconduct;


 


(ii)                                  your willful
and continued failure to perform substantially your duties with the Company
(other than a failure resulting from your Incapacity as defined in your Amended
Employment Agreement) after a written demand for substantial performance is
delivered to you by the chair of the Board that specifically identifies the
manner in which you have not substantially performed your duties and provides
for a reasonable period of time within which you may take corrective measures;
or


 


 


2

















 


(iii)                               your conviction
(including a plea of nolo contendere) of willfully engaging in illegal conduct
constituting a felony or gross misdemeanor under federal or state law that is
materially and demonstrably injurious to the Company or that impairs your
ability to perform substantially your duties for the Company.


 


An act or failure to act will be considered “gross”
or “willful” for this purpose only if done, or omitted to be done, by you in
bad faith and without reasonable belief that it was in, or not opposed to, the
best interests of the Company.  Any act,
or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Company’s board of directors (or a committee thereof) or based
upon the advice of counsel for the Company will be conclusively presumed to be
done, or omitted to be done, by you in good faith and in the best interests of
the Company.  Notwithstanding the
foregoing, you may not be terminated for Cause unless and until there has been
delivered to you a copy of a resolution duly adopted by the affirmative vote of
not less than a majority of the entire membership of the Board at a meeting of
the Board called and held for 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 the good faith opinion of the Board you were guilty of
the conduct set forth above in clauses (i), (ii) or (iii) of
this definition and specifying the 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 all of the assets of the Parent Corporation, in one transaction
or in a series of related transactions, to any Person;


 


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


 


(iii)                               a merger or
consolidation to which the Parent Corporation is a party if the shareholders of
the Parent Corporation immediately prior to the effective date of such merger
or consolidation have, solely on account of ownership of securities of the
Parent Corporation at such time, “beneficial ownership” (as defined in Rule 13d-3
under the Exchange Act) immediately following the effective date of such merger
or consolidation of securities of the surviving company representing less that
50% of the combined voting power of the surviving corporation’s then outstanding
securities ordinarily having the right to vote at elections of directors
(regardless of any approval by the continuity directors);


 


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


 


 


3

















 


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


 


For
purposes of this Section 1(g), a “continuity director” 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 subsequently becomes a member of
the Board whose election or nomination for election by the Parent Corporation’s
shareholders was approved by a vote of at least a majority of the directors who
are continuity directors (either by a specific vote or by approval of the proxy
statement of the Parent Corporation in which such individual is named as a
nominee for director without objection to such nomination).  For purposes of this Section 1(g), a “bona
fide underwriter” means a Person engaged in business as an underwriter of
securities that acquires securities of the Parent Corporation through such
Person’s participation in good faith in a firm commitment underwriting until
the expiration of 40 days after the date of such acquisition.


 


(h)                                 “Code”
means the Internal Revenue Code of 1986, as amended.  Any reference to a specific provision of the
Code includes a reference to such provision as it may be amended from time to
time and to any successor provision.


 


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


 


(j)                                     “Date of
Termination” following a Change in Control (or prior to a Change in Control
if your termination was either a condition of the Change in Control or was at
the request or insistence of any Person related to the Change in Control)
means:


 


(i)                                     if your
employment is to be terminated by you for Good Reason, the date specified in
the Notice of Termination which in no event may be a date more than 15 days
after the date on which Notice of Termination is given unless the Company
agrees in writing to a later date;


 


(ii)                                  if your
employment is to be terminated by the Company for Cause, the date specified in
the Notice of Termination;


 


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


 


(iv)                              if your
employment is to be terminated by the Company for any reason other than Cause
or your death, the date specified in the Notice of Termination, which in no
event may be a date earlier 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 of your employment for Cause, if you
have not previously expressly agreed in writing to the termination, then within
the 30-day period after your receipt of the Notice of Termination, you may
notify the Company that 


 


 


 


4

















 


a
dispute exists concerning the termination, in which event the Date of
Termination will be the date set either by mutual written agreement of the
parties or by the judge or arbitrators in a proceeding as provided in Section 11
of this Agreement.  During the pendency of
any such dispute, you will continue to make yourself available to provide
services to the Company and the Company will continue to pay you your full
compensation and benefits in effect immediately prior to the date on which the
Notice of Termination is given (without regard to any changes to such
compensation or benefits that constitute Good Reason) and until the dispute is
resolved in accordance with Section 11 of this Agreement.  You will be entitled to retain the full
amount of any such compensation and benefits without regard to the resolution
of the dispute unless the judge or arbitrators decide(s) that your 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 the
Exchange Act or to any rule or regulation thereunder includes a reference
to such provision as it may be amended from time to time and to any successor
provision.


 


(l)                                     “Good Reason”
means:


 


(i)                                     the Company
effects a material diminution of your title or duties as in effect immediately
prior to the Change in Control (other than, if applicable, any such change
directly attributable to the fact that the Parent Corporation is no longer
publicly owned); provided, however, that Good Reason does not include a change
in your status, position(s), duties or responsibilities caused by an
insubstantial and inadvertent action that is remedied by the Company within 15
calendar days after receipt of notice of such change is given by you;


 


(ii)                                  a reduction by
the Company in your Base Salary, or a failure to provide a reasonably
comparable bonus program, or an adverse change in the form or timing of the
payment thereof, as in effect immediately prior to the Change in Control or as
thereafter increased;


 


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


 


(iv)                              the Company’s
requiring you to be based more than 30 miles from where your office is located
immediately prior to the Change in Control, except for required travel on the
Company’s business, and then only to the extent substantially consistent with
the business travel obligations that you undertook on behalf of the Company
during the 90-day period immediately preceding the Change in Control (without
regard to travel related to or in anticipation of the Change in Control);


 


 


 


5

















 


(v)                                 the failure by
the Company to obtain from any Successor the assent to this Agreement
contemplated by Section 5 of this Agreement;


 


(vi)                              any purported
termination by the Company of your employment that is not properly effected pursuant
to a Notice of Termination and pursuant to any other requirements of this
Agreement, and, for purposes of this Agreement, no such purported termination
will be effective; or


 


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


 


                Your continued employment does not
constitute consent to, or waiver of any rights arising in connection with, any
circumstances constituting Good Reason. 
Your termination of employment for Good Reason as defined in this Section 1(l) will
constitute Good Reason for all purposes of this Agreement notwithstanding that
you may also thereby be deemed to have retired under any applicable retirement
programs of the Company.


 


(m)                               “Notice of
Termination” means a written notice given on or after the date of a Change
in Control (unless your termination before the date of the Change in Control
was either a condition of the Change in Control or was at the request or
insistence of any Person related to the Change in Control) which indicates the
specific termination provision in this Agreement pursuant to which the notice
is given.  Any purported termination by
the Company 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 a condition of the Change in Control or was at the request or insistence
of any Person related to the Change in Control) must be communicated by written
Notice of Termination to be effective; provided, that your failure to provide
Notice of Termination will not limit any of your rights under this Agreement
except to the extent the Company demonstrates that it suffered material actual
damages by reason of such failure.


 


(n)                                 “Parent
Corporation” means Angeion Corporation and any Successor.


 


(o)                                 “Person”
means any individual, corporation, partnership, group, association or other “person,”
as such term is used in Section 14(d) of the Exchange Act, other than
the Parent Corporation, any Affiliate or any benefit plan(s) sponsored by
the 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’s
business directly, by merger, consolidation or other form of business
combination, or indirectly, by purchase of the Parent Corporation’s outstanding
securities ordinarily having the right to vote at the election of directors or
all or substantially all of its assets or otherwise.


 


 


 


6

















 


2.                                       Term of
Agreement.  This Agreement
is effective immediately and will continue in effect for the duration of your
employment with the Company or, if a Change in Control has occurred during the
term of this Agreement, for a period of 24 months following the month during
which the Change in Control occurs or, if later, until the date on which the
Company’s obligations to you arising under or in connection with this Agreement
have been satisfied in full.


 


3.                                       Benefits upon a
Change in Control Termination.  You will become entitled to the benefits
described in this Section 3 if and only if:  (a) (i) the Company terminates your
employment for  any reason, other than
your death, Incapacity (as defined in your Amended Employment Agreement) or
Cause (upon termination for death, Incapacity or Cause, you will receive the
benefits outlined in your Amended Employment Agreement), or (ii) you
terminate your employment with the Company for Good Reason; (b) the
termination occurs either within the period beginning on the date of a Change
in Control and ending on the last day of the 24th month that begins after the
month during which the Change in Control occurs or prior to a Change in Control
if your termination was either a condition of the Change in Control or was at
the request or insistence of a Person related to the Change in Control; and (c) you
sign a release of claims in favor of the Company, in substantially the form as
attached as Exhibit A to your Amended Employment Agreement, and you do not
revoke or rescind your release of claims within the time period specified
therein.  The Company will not be
required to begin making any payments to you under this Agreement until the
expiration of the rescission and revocation periods set forth in the release of
claims, except that benefits previously vested prior to termination, including
those under paragraph 3(a)(ii), will be paid within 30 days of your termination
whether or not you sign a release. 
Nothing in this Amended Change In Control Agreement affects the vesting,
exercisability or other terms of any stock option or other equity grant, or
other benefits vested as of the date of termination, and all stock options and
other grants and benefits are covered by the terms of the grants and the plans
under they were issued.


 


(a)                                  Cash Payment.  Within 20 days of your execution of a release
of 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)                                     two times your
annual Base Salary, and


 


(ii)                                  the unpaid
portion, if any, of any bonus and incentive amounts earned by you for the
fiscal year ending prior to the termination of your employment that you are
eligible to receive under the terms of the applicable bonus and incentive plan;
and


 


(iii)                               annual bonus
and incentive amounts in effect for the fiscal year in which your Date of
Termination occurs (without regard to any reduction that constitutes Good
Reason), assuming that all of the performance goals for the fiscal year were
achieved at Target (or if your Date of Termination occurs prior to the date the
target goals for the fiscal year have been set, then the target goals in effect
for the prior fiscal year).


 


 


 


7

















 


(b)                                 Group Health
Plans.  You will be eligible to elect
continued group health and life coverage, including medical and dental
coverage, as otherwise required under applicable state continuation law and the
Consolidated 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 to
collectively as “COBRA”) from the Date of Termination.  For this 18-month period, the Company will
continue to pay its share of the healthcare and life insurance premiums for
your family coverage and you will be obligated to pay your share of the cost
associated with the coverage as if you were still actively employed by the
Company (without regard to any reduction in these benefit that constitutes Good
Reason).  If, during this 18-month
period, you become employed by a third party and eligible for any health care
or life insurance coverage provided by that third party, the Company will not,
thereafter, be obligated to continue to pay this amount.  You will be responsible for the full cost of
any health care or life insurance coverage after the end of the 18 months.  If, on the Date of Termination, medical and
dental coverage is provided under a plan that 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 of Termination, the product of: (i) 18 times (ii) the sum
of: (A) the monthly premium cost for these life, medical and dental
coverages (based upon the COBRA rates then in effect) less (B) your
monthly contribution out of compensation for these coverages then in effect.”


 


(c)                                  Out Placement
Assistance.  The Company
will pay up to ten percent of your Base Salary for out placement counseling to
you.  Such payments will be made either
directly to the counselor or to you within 30 days after presentation of an
invoice for services rendered or to be rendered.  No payment shall be made for services to be
rendered more than two years after the Date 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 be an
Affiliate or all or any portion of the business or assets of an Affiliate are
sold, transferred or otherwise disposed of and the acquiror is not the Parent
Corporation or an Affiliate (a “Disposition”), and you remain or become
employed by the acquiror or an affiliate of the acquiror (as defined in this
Agreement but substituting “acquiror” for “Parent Corporation”) in connection
with the Disposition, you will be deemed to have terminated employment on the
effective date of the Disposition for purposes of this Section 3 unless (x) the
acquiror and its affiliates jointly and severally expressly assume and agree,
in a manner that is enforceable by you, to perform the obligations of this
Agreement to the same extent that the Company would be required to perform if
the Disposition had not occurred and (y) the Successor guarantees, in a
manner that is enforceable by you, payment and performance by the acquiror.


 


4.                                       Indemnification.  Following a Change in Control, the Company
will indemnify and advance expenses to you to the full extent permitted by law
for 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 to
your service to or status with the Company or any other corporation, employee
benefit plan or other entity with whom you served at the request of the
Company.  The Company’s 


 


 


8

















 


obligation to indemnify you
will not, however, extend to or cover any damages, penalties, fines, judgments,
costs or expenses resulting from your own intentional misconduct or resulting
from any violation by you of any criminal statute where you had reasonable
cause to believe the conduct was unlawful.  The Company agrees to obtain or maintain
directors and officers liability insurance, covering you following a Change in
Control with substantially the same limits and coverages that are in place
immediately prior to the Change in Control.


 


5.                                       Successors.  The Parent Corporation will seek to have any
Successor, by agreement in form and substance satisfactory to you, assent to
the fulfillment by the Company of the Company’s obligations under this
Agreement.  Failure of the Parent
Corporation to obtain such assent at least three business days prior to the
time a Person becomes a Successor (or where the Parent Corporation does not
have at least three business days’ advance notice that a Person may become a
Successor, within one business day after having notice that such Person may
become or has become a Successor) will constitute Good Reason for termination
by you of your employment.  The date on
which any such succession becomes effective will be deemed the Date of Termination,
and Notice of Termination will be deemed to have been given on that date.  A Successor has no rights, authority or power
with respect to this Agreement prior to a Change in Control.


 


6.                                       Binding
Agreement.  This
Agreement inures to the benefit of, and is enforceable by, you, your personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.  If
you die while any amount would be still payable to you under this Agreement if
you had continued to live, all such amounts, unless otherwise provided in this
Agreement, will be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there be no such designee, to your
estate.


 


7.                                       No Mitigation.  You will not be required to mitigate the
amount of any benefits the Company becomes obligated to provide to you in
connection with this Agreement by seeking other employment or otherwise.  The benefits to be provided to you in
connection with this Agreement may not be reduced, offset or subject to
recovery by the Company by any benefits you may receive from other employment
or otherwise.


 


8.                                       No Setoff.  The Company has no right to setoff benefits
owed to you under this Agreement against amounts owed or claimed to be owed by
you to the Company under this Agreement or otherwise.


 


9.                                       Taxes and
Withholding.  All
benefits to be provided to you in connection with this Agreement will be
subject to required withholding of federal, state and local income, excise and
employment-related taxes.  If payment or
provision of any amount or other benefit that is in the reasonable good faith
determination of the Company “deferred compensation” subject to Section 409A
of the Internal Revenue Code (the “Code”) at the time otherwise specified in
this Agreement or elsewhere would in the reasonable good faith determination
of  the Company subject such amount or
benefit to additional tax pursuant to Section 409A(a)(1)(B) of the
Code, and if payment or provision thereof at a later date would avoid any such
additional tax, then you agree that the payment or provision thereof will be
postponed to the earliest date on which the amount or benefit can be paid or
provided in the reasonable good faith determination of  the Company without incurring any such additional
tax, but in no event later than six months and 


 


 


9

















 


one day following the date
of your termination date.  In the event
of any such delay of any payment or benefit, the Company agrees that the
payment or benefit will be accumulated and paid in a single lump sum on such
earliest date, together with interest for the period of delay, compounded
annually, equal to 120% of the federal short term rate under Section 1274(d) of
the Code in effect on the date the payment should otherwise have been
provided.  Withholding by Company.  You authorize the Company to withhold, report
and transmit to each tax authority all income, employment and excise tax
required to be withheld from any amounts payable under this Agreement.  You, and not the Company, will be solely
responsible for any and all taxes, including but not limited to, excise taxes
under Sections 280G and 409A of the Code, in excess of any required tax
withholding under the preceding sentence.


 


10.                                 Notices.  For the purposes of this Agreement, notices
and all other communications provided for in, or required under, this Agreement
must be in writing and will be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return
receipt requested, postage prepaid and addressed to each party’s respective
address set forth on the first page of this Agreement (provided that all
notices to the Company must be directed to the attention of the chair of the
Board), or to such other address as either party may have furnished to the
other in writing in accordance with these provisions, except that notice of
change of address will be effective only upon receipt.


 


11.                                 Disputes/Arbitration.  Any disputes arising under or in connection
with 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 American
Arbitration Association.  If any dispute
is settled by arbitration, the parties will select a mutually agreeable single
arbitrator to resolve the dispute or if they fail or are unable to do so, each
side will within the following 10 business days select a single arbitrator and
the two so selected will select a third arbitrator within the following 10
business days.  The arbitration award or
other resolution may be entered as a judgment at the request of the prevailing
party by any court of competent jurisdiction in Minnesota or elsewhere.  The arbitrator may construe or interpret, but
may not ignore or vary the terms of this Agreement, and may be bound by
controlling law.  Each party will bear
its 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 and
expenses of the arbitrator(s) and any administrative or other fees
associated with such arbitration.


 


12.                                 Related
Agreements.  To the
extent that any provision of any other Benefit Plan or agreement between the Company
and you limits, qualifies or is inconsistent with any provision of this
Agreement, then for purposes of this Agreement, while such other Benefit Plan
or agreement remains in force, the provision of this Agreement will control and
such provision of such other Benefit Plan or agreement will be deemed to have
been superseded, and to be of no force or effect, as if such other agreement
had been formally amended to the extent necessary to accomplish such
purpose.  Nothing in this Agreement
prevents or limits your continuing or future participation in any Benefit Plan
provided by the Company and for which you may qualify, and nothing in this
Agreement limits or otherwise affects the rights you may have under any Benefit
Plans or other agreements with the Company. 
Amounts which are vested benefits or which you are otherwise entitled to
receive under any Benefit Plan or other agreement with the Company at or
subsequent to the Date of Termination will be payable in accordance with such
Benefit Plan or other agreement.


 


 


10

















 


13.                                 No Employment
or Service Contract.  Nothing in
this Agreement is intended to provide you with any right to continue in the
employ of the Company for any period of specific duration or interfere with or
otherwise restrict in any way your rights or the rights of the Company, which
rights are hereby expressly reserved by each, to terminate your employment at
any time for any reason or no reason whatsoever, with or without cause.


 


14.                                 Change of
Affiliate Status.  This
Agreement will 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 an
Affiliate or all or any portion of the business or assets of an Affiliate are
sold, transferred or otherwise disposed of and no Change in Control occurs in
connection therewith; (b) your primary employment duties are with the
Affiliate at the time of the occurrence of such event; and (c) you do not,
in conjunction therewith, transfer employment directly


 


15.                                 Joint and
Several Liability.  The Company
with whom you were employed immediately before your Date of Termination has
responsibility for benefits to which you or any other person are entitled
pursuant to this Agreement but to the extent such Company is unable or
unwilling to provide such benefits, Medical Graphics Corporation will be
jointly and severally responsible therefor to the extent permitted by
applicable law.


 


16.                                 General
Provisions.


 


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


 


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


 


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


 


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


 


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


 


(f)            Any notice or other
communication under this Agreement must be in writing and will be deemed given
when delivered in person, by overnight courier (with receipt 


 


 


11

















 


confirmed), by facsimile transmission (with receipt confirmed by
telephone or by automatic transmission report), or upon receipt if sent by
certified mail, return receipt requested, as follows (or to such other persons
and addresses as may be specified by written notice to the other party):


 


If
to Angeion Corporation:


Angeion
Corporation


Attention:  Chairman of the Board of Directors


350
Oak Grove Parkway


Saint
Paul, Minnesota 55127


 


If
to you:


Mr. Rodney
A. Young


5804
Olinger Road


Edina,
Minnesota 55436


 


(g)                                 This Agreement
and the Amended Employment Agreement, contains our entire understanding and
agreement with respect to these matters and supersedes and replaces the
Original Change in Control Agreement and all other previous agreements,
discussions, or understandings, whether written or oral, between or on the same
subjects.


 


 


 


12

















 


(h)                                 In the event
any provision of this Agreement is held unenforceable, that provision will be
severed and will not affect the validity or enforceability of the remaining
provisions.  In the event any provision
is held to be overbroad, that provision will be deemed amended to narrow its
application to the extent necessary to render the provision enforceable
according to applicable law.


 


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


 


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


 


 


	
  Dated:
  October 31, 2007

  	
   

  
	
   

  	
  Rodney A. Young

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: October 31, 2007

  	
  ANGEION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  As to Section 15 of this Agreement only:

  	
   

  
	
   

  	
   

  
	
  Dated: October 31, 2007

  	
  MEDICAL
  GRAPHICS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  



 


 


 


 


13