**Exhibit 10.19**
FORM OF CHANGE OF CONTROL AGREEMENT
THISAGREEMENT, dated effective January 6, 2004, is by andbetween            (*Executive*) and Aetrium Incorporated (*Company*).
RECITALS
A. The Company may from time to time consider the possibility of a Change ofControl.
B. The Company believes it to be in its best interests to provide Executivewith an incentive to continue his employment and to maximize the value of theCompany upon a Change of Control for the benefit of its shareholders.
C. In order to provide Executive with enhanced financial security andsufficient encouragement to remain with the Company notwithstanding thepossibility of a Change of Control, the Company believes it to be in its bestinterests to provide Executive with certain severance benefits upon Executive’stermination of employment following a Change of Control.
NOW, THEREFORE, in consideration of the premises and the mutual promises andcovenants contained herein, the parties agree as follows:
1. Definitions.
1.1 *Base Pay* means Executive’s annual base salary from the Company at the rateas in effect 180 days prior to the applicable Change of Control or asthereafter increased. Base Pay includes only regular cash salary and isdetermined before any reduction or deduction of any kind.
1.2 *Cause* means (a) willful engagement by Executive in misconduct that ismaterially and demonstrably injurious to the Company and its subsidiaries,taken as a whole, or (b) Executive’s conviction (including a plea of nolocontendere) of willfully engaging in illegal conduct that constitutes a felonyand that either is materially and demonstrably injurious to the Company and itssubsidiaries, taken as a whole, or impairs Executive’s ability to performsubstantially his duties with the Company. No act or failure to act by theExecutive will be considered “willful” unless done or omitted to be done by theExecutive without a reasonable and actual belief that the action or omissionwas in the best interests of the Company and its subsidiaries.
1

 

**Exhibit 10.19**
1.3 *Change of Control* means the occurrence of any of the following:
     a) The sale, lease, exchange or other transfer, directly or indirectly, ofall or substantially all of the assets of the Company, in one transaction or ina series of related transactions.
     b) The approval by the shareholders of the Company of any plan or proposalfor the liquidation or dissolution of the Company.
     c) Any Person, other than a “bona fide underwriter,” is or becomes the“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directlyor indirectly, of more than 40 percent of the combined voting power of theCompany’s outstanding securities ordinarily having the right to vote atelections of directors. A “bona fide underwriter” is any Person engaged inbusiness as an underwriter of securities that acquires securities of theCompany from the Company through such Person’s participation in good faith in afirm commitment underwriting until the expiration of 40 days after the date ofsuch acquisition.
     d) A merger, consolidation or exchange to which the Company is a party ifthe shareholders of the Company immediately prior to the effective date of suchmerger, consolidation or exchange have, solely on account of ownership ofsecurities of the Company at such time, “beneficial ownership” (as defined inRule 13d-3 under the Exchange Act) immediately following the effective date ofsuch merger, consolidation or exchange of securities of the surviving oracquiring corporation representing less than 65 percent of the combined votingpower of the surviving or acquiring corporation’s then outstanding securitiesordinarily having the right to vote at elections of directors.
     e) The “continuity directors” cease for any reason to constitute at leasta majority of the Board of Directors of the Company (*Board*). A “continuitydirector” is each member of the Board on the date hereof, and any individualwho subsequently becomes a member of the Board whose election, or nominationfor election by the Company’s shareholders, was approved by a vote of at leasta majority of the directors who are continuity directors (either by a specificvote or by approval of the proxy statement of the Company in which suchindividual is named as a nominee for director without objection to suchnomination).
1.4 *Code* means the Internal Revenue Code of 1986, as amended. Any reference toa specific provision of the Code includes a reference to such provision as itmay be amended from time to time and to any successor provision.
1.5 *Exchange Act* means the Securities Exchange Act of 1934, as amended.
1.6 *Good Reason* means any of the following:
     a) A change in Executive’s title(s), status, position(s), authority,duties, responsibilities or perquisites as an executive of the Company as ineffect 180 days prior to the Change of Control or asthereafter enhanced that, in Executive’s reasonable judgment, is adverse.
2

 

**Exhibit 10.19**
     b) A reduction by the Company in Executive’s Base Pay, or an adversechange in the form or timing of the payment thereof, as in effect 180 daysprior to the Change of Control or as thereafter increased [or a reduction inExecutive’s target annual incentive award or bonus as in effect 180 days priorto the Change of Control or as thereafter increased].
     c) The failure by the Company to cover Executive under health and dentalplans that, in the aggregate, provide substantially similar benefits toExecutive and/or his family and dependents at a substantially similar totalcost to Executive (e.g., premiums, deductibles, co-pays, out of pocket maximumsand the like) relative to the benefits and total costs under the health anddental plans in which Executive (and/or his family or dependents) isparticipating at any time during the 180-day period immediately preceding theChange of Control.
     d) The Company’s requiring Executive to be based more than 20 miles fromwhere his office is located immediately prior to the Change of Control, exceptfor required travel on the Company’s business, and then only to the extentsubstantially consistent with the business travel obligations which Executiveundertook on behalf of the Company during the 180-day period ending on the dateof the Change of Control (without regard to travel related to or inanticipation of the Change of Control).
     e) The failure of the Company to obtain from any Successor, on or beforethe applicable Change of Control becomes effective, the valid and bindingassumption of the Company’s obligations to Executive hereunder.
     f) Any refusal by the Company to continue to allow Executive to attend tomatters or engage in activities not directly related to the business of theCompany which, at any time prior to the Change of Control, Executive was notexpressly prohibited by the Company from attending to or engaging in.
1.7 *Person* includes any individual, corporation, partnership, group,association or other “person,” as such term is used in Section 13 (d) orSection 14(d) of the Exchange Act.
1.8 *Successor* is any Person that succeeds to, or has the practical ability tocontrol (either immediately or solely with the passage of time), the Company’sbusiness directly, by merger, consolidation or other form of businesscombination, or indirectly, by purchase of the Company’s outstanding securitiesordinarily having the right to vote at the election of directors, all orsubstantially all of its assets or otherwise.
3

 

**Exhibit 10.19**
2. Severance Benefits.In the event Executive’s employment is terminated by the Company other than for Cause, or by Executive for GoodReason, within 24 months after a Change of Control or prior to a Change of Control if the termination orthe basis therefor was a condition of the Change of Control or at the requestor insistence of a Person related to the Change of Control, in addition to allcompensation, benefits and unreimbursed business expenses accrued at the time of such termination,Executive will be entitled to the following:
2.1 The Company will continue to pay the Executive’s Base Pay for a period of24 months after such termination of employment in accordance with the Company’sregular payroll practices then currently in effect.
2.2 If the Executive timely elects continued coverage under the Company’s groupmedical plan or group dental plan pursuant to Code Section 4980B (“COBRA”), inaccordance with ordinary plan practices, for the “premium subsidy period,” theCompany will reimburse Executive in an amount equal to the difference betweenthe amount Executive pays for such COBRA continuation coverage each month andthe amount paid by a full-time active employee each month for the same level ofcoverage elected by Executive. For purposes of the preceding sentence, the“premium subsidy period” is the period that begins on the date Executive’semployment is terminated and ends on the earlier of: (a) 24 months followingsuch termination date, or (b) the date on which Executive’s eligibility forCOBRA continuation coverage ends.
3 Vesting of Options. Notwithstanding the terms of any Company stock optionsoutstanding to Executive at the time of a Change of Control, (a) all Companystock options outstanding to Executive on the date of such Change of Controlwill become immediately exercisable in full upon such Change of Control andwill remain exercisable for the full stated term thereof, and (b) no paymentsattributable to or made in lieu of any such stock option will be reduced orreduce any other payments under this Agreement to avoid application of CodeSections 280G or 4999.
4 Employment Taxes. All benefits to be provided to Executive in connection withthis Agreement will be subject to required withholding of federal, state andlocal income, excise and employment-related taxes.
5 Late Payments. All benefits under this Agreement will be paid without noticeor demand. Benefits not paid under this Agreement when due will accrue interestat the rate of 18 percent per year or if less the maximum rate permitted underapplicable law from the due date until paid in full. In the event any benefitunder this Agreement is not paid or provided when due, all remaining Base Paycontinuation payments will become immediately due and payable.
6 Successors and Assigns. This Agreement will be binding upon and inure to thebenefit of the successors, legal representatives and assigns of the partieshereto. On or before any Change of Control, the Company will require anySuccessor to expressly assume and agree to perform the obligations of thisAgreement in the same manner and to the same extent that the Company would berequired to perform if no such succession had taken place.
4

 

**Exhibit 10.19**
7 Disputes. If Executive so elects, any dispute, controversy or claim arisingunder or in connection with this Agreement will be settled exclusively bybinding arbitration in Minneapolis, Minnesota in accordance with the rules ofthe American ArbitrationAssociation; provided, that Executive may seek specific performance of his orher right to receive benefits during the pendency of any dispute or controversyarising under or in connection with this Agreement. Judgment may be entered onthe arbitrator’s award in any court having jurisdiction. If any dispute,controversy or claim for damages arising under or in connection with thisAgreement is settled by arbitration, the Company will pay, or if elected byExecutive, reimburse, all fees, costs and expenses incurred by Executiverelated to such arbitration unless the arbitrator decides that the claim wasfrivolous or advanced by Executive in bad faith. If Executive does not electarbitration, he may pursue all available legal remedies. The Company willpromptly on demand pay, or if elected by Executive, reimburse Executive for,all fees, costs and expenses incurred by Executive in connection with anyactual, threatened or contemplated arbitration or litigation relating to thisAgreement to which Executive is or reasonably expects to become a party,whether or not initiated by Executive, subject to reimbursement to the Companyonly in the event of litigation initiated by Executive and only in the event acourt of competent jurisdiction determines that Executive initiated sucharbitration or litigation in bad faith.
8 Nonwaivers of Rights. No failure or delay on the part of a party inexercising any right hereunder will operate as a waiver of, or impair, any suchright. No single or partial exercise of any such right will preclude any otheror further exercise thereof or the exercise of any other right. No waiver ofany such right will be effective unless given in a signed writing. No waiverof any such right will be deemed a waiver of any other right hereunder.
9 Validity of Provisions; Severability. If any provision of this Agreement isor becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction,(a) such provision will be deemed amended to conform to applicable laws of suchjurisdiction so as to be valid and enforceable or, if it cannot be so amendedwithout materially altering the intention of the parties, it will be stricken,(b) the validity, legality and enforceability of such provision will not in anyway be affected or impaired thereby in any other jurisdiction, and (c) theremainder of this Agreement will remain in full force and effect.
10 Governing Law. This Agreement has been negotiated and entered into in theState of Minnesota, will be deemed to be a Minnesota contract, and will begoverned by the laws of Minnesota as to interpretation and performance withoutregard to conflict of laws principles.
5

 

**Exhibit 10.19**
11 No Mitigation. Executive will notbe required to mitigate the amount of any benefits the Company becomes obligated to provide in connection with thisAgreement by seeking other employment or otherwise and the benefits to beprovided in connection with this Agreement may not be reduced, offset orsubject to recovery by the Company by any benefits Executive may receive fromother sources.
12 Obligations Absolute; No Set-off. The Company’s obligations hereunder areabsolute and unconditional and will not be affected by any circumstances. TheCompany has no right to set-off benefits owed under this Agreement againstamounts owed or claimed to be owed by Executive to the Company under thisAgreement or otherwise.
13 Notices. Notices and all other communications provided for in, or requiredunder, this Agreement must be in writing and will be deemed to have been dulygiven when personally delivered or when mailed by United States registered orcertified mail, return receipt requested, postage prepaid and addressed toExecutive’s or the Company’s respective address as the case may be. Any noticeof a change of address will be effective only upon receipt by the other party.
14 No Employment or Service Contract. Nothing in this Agreement is intended toprovide Executive with any right to continue in the employ of the Company forany period of specific duration or interfere with or otherwise restrict in anyway Executive’s rights or the rights of the Company, which rights are herebyexpressly reserved, to terminate Executive’s employment at any time for anyreason or no reason whatsoever, with or without cause.
15 Entire Agreement; Modifications. This Agreement sets forth the entireagreement of the parties with respect to the subject matter hereof, all priorand contemporaneous oral and written discussions and agreements being mergedherein and superseded hereby, and may not be modified except by a writingsigned by the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the datefirst above written.
Aetrium Incorporated     By:        Its [Title] [Name]
6