Exhibit 10.2 


ANGEION CORPORATION


MUTUAL SEPARATION AND TRANSITION AGREEMENT


          THIS
MUTUAL SEPARATION AND TRANSITION AGREEMENT (“Agreement”)
is made and entered into by and between Angeion Corporation, a Minnesota
corporation (“Company”) and Mr. Rodney A. Young (“you”) and will be effective
as set forth below. 


RECITALS


          WHEREAS, the Company and you entered into
an Employment Agreement dated as of June 8, 2004 (“2004 Employment Agreement”)
and a Change in Control Agreement dated July 6, 2004 (“2004 Change in Control
Agreement”); 


          WHEREAS, the Company and you entered into
an Amended Employment Agreement dated as of October 31, 2007 (“2007 Amended
Employment Agreement”) and an Amended Change in Control Agreement dated as of
October 31, 2007 (“2007 Amended Change in Control Agreement” and with the 2007
Amended Employment Agreement, the “Employment Arrangements”), which superseded
and replaced the 2004 Employment Agreement and 2004 Change in Control
Agreement; 


          WHEREAS, you are currently the President
and Chief Executive Officer of the Company; 


          WHEREAS, you and the Company mutually
desire to end your employment with the Company and to cancel the Employment
Arrangements (except as provided for herein) in exchange for the payments and
benefits in accordance with the 2007 Amended Employment Agreement and as set
forth in this Agreement; and 


          WHEREAS, the Company desires to retain your
services as a consultant to the Company and you are willing to provide these services
to the Company; 


          NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agrees as follows: 


	
  

 	
  

 
	
 1.

 	
 Effective
 Date 

 
	
  

 	
  

 
	
  

 	
 This Agreement will become effective immediately upon execution by
 the parties. You will continue to perform your current duties as President
 and Chief Executive Officer of the Company until December 31, 2010 (the
 “Separation Date”) and on that date, your employment with the Company will
 end. As of that date you will cease to be President and Chief Executive
 Officer and will resign from any executive officer and fiduciary position
 with the Company or any of its subsidiaries, other than your position as a
 Director of the Company. During the period from now until the Separation
 Date, part of your duties will include facilitating an orderly transition of
 Chief Executive Officer responsibilities to your successor and provide such
 other services as may be reasonably requested by the Board related to this
 transition. Prior to the Separation Date, your employment with the Company
 will continue to be governed by the terms and conditions of the Employment
 Arrangements and the other policies of the Company then in effect. 

 


1









	
  

 	
  

 	
  

 
	
 2.

 	
 Employment
 Arrangements

 
	
  

 	
  

 
	
  

 	
 The Company
 and you agree that, effective as of the Separation Date:

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 The
 Employment Arrangements and any other written or verbal agreements between
 you and the Company, if any, are ended, and, and except as provided in this
 Agreement, are of no further force and effect. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The
 following Sections of the 2007 Amended Employment Agreement will continue in
 full force and effect under this Agreement without limitation: Section 10,
 Property Rights, Confidentiality, Non-Solicit and Non-Compete; Section 11,
 Arbitration; Section 12, Injunctive/Declaratory Relief; Section 13,
 Surrender/Disposition of Records and Property; Section 14, Definitions and
 Section 15, General Provisions. 

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 With respect
 to the Employment Arrangements, you will only be entitled to the
 consideration set forth in Sections 3, 4, and 5 of this Agreement, and will
 no longer have any rights, except as expressly provided for in this
 Agreement.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Payments and
 Benefits 

 
	
  

 	
  

 	
  

 
	
  

 	
 You will be
 paid your Base Salary together with any accrued and unpaid Personal Time Off,
 including vacation time, (“PTO”) through the Separation Date. In full payment
 and satisfaction of the Company’s obligations under the Employment
 Arrangements, and as consideration for the General Release of claims set
 forth in Exhibit A of this Agreement, the Company will pay to you, before any
 tax withholding or other deductions: 

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Base Salary
 Payment. $314,600, which is equal to 12 months of
 your current Base Salary (as defined by the 2007 Amended Employment
 Agreement). The Base Salary Payment will be made in 26 bi-weekly payments,
 beginning on or about January 15, 2011, in the gross amount of $12,100.00.
 This payment pursuant to your 2007 Amended Employment Agreement is in lieu of
 any other severance benefits under any other Company benefit plan to which
 you would otherwise be entitled. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Bonus
 Payment. A lump sum equal to $180,000, which is in
 lieu of any bonus and incentive amounts that you would otherwise have been
 eligible to receive under the terms of the applicable Company bonus and
 incentive plans for (i) the fiscal year ending October 31, 2010 and (ii) the
 fiscal year ending October 31, 2011 through the Separation Date. The bonus
 payment approximates 57.3% of your salary and is in lieu of the payment you
 would have received under the Angeion Corporation 2010 Bonus Plan if the
 Company exceeded Target for both measures under that Plan. This lump sum
 payment will be made on February 1, 2011. 

 


2









	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Health Care
 and Life Insurance Coverage. You will be eligible to
 elect continued group health care coverage, as otherwise required under the
 Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. §§
 1161-1168; 26 U.S.C. § 4980B(f), as amended, all applicable regulations
 (referred to collectively as “COBRA”) and applicable state continuation law.
 You will be eligible to elect continued life insurance coverage under
 applicable state law.

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i.

 	
  

 	
 Upon election of COBRA and as
 long as you maintain such COBRA coverage, the Company will continue to pay
 its share of the health care premiums for your family coverage, and you will
 be obligated to pay your share of the premiums associated with such coverage
 as if you were still actively employed by the Company. The Company will
 continue to pay its share of the life insurance continuation coverage for up
 to 18 months after the Separation Date. 

 
	
  

 	 	 	
  

 
	
  

 	
 ii.

 	
  

 	
 If, during the 18-month period, you become employed by a third
 party and eligible for any health care coverage provided by that third party,
 the Company will not, thereafter, be obligated to continue to pay this
 amount. 

 
	
  

 	 	 	
  

 
	
  

 	
 iii.

 	
  

 	
 If, after the 18-month period, you are not employed by a third
 party and are not eligible for any health care coverage provided by that
 third party, the Company will immediately pay to you a lump sum amount equal
 to 6 months of the Company portion of the premium cost for health insurance
 coverage. Other than this lump sum payment, you will be responsible for
 obtaining and paying the full cost of any health care coverage after the end
 of the 18-month period. 

 






	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Other
 Insurance. All other insurance and benefits provided
 by the Company, including but not limited to, Business Travel Accident
 Insurance, Accidental Death and Dismemberment Insurance and Short-Term and
 Long-Term Disability Insurance will terminate at midnight on the Separation
 Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Stock
 Options and Restricted Stock Grants. All stock
 options awarded to you that have vested and are exercisable as of December
 31, 2010 will continue to be exercisable in accordance with their respective
 terms and the terms of the Company’s 2007 Stock Incentive Plan. On the day
 after the Separation Date, all unvested restricted stock grants will
 terminate. Attached as Schedule 1 is a list of stock options and restricted stock
 grants held by you. 

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Flexible
 Benefit Plan. Your participation in the Company’s
 Flexible Benefit Plan will end on December 31, 2010, but you may submit
 eligible claims for reimbursement under that Plan until February 28, 2011. 

 
	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 Retirement
 Savings Plan. You will be entitled to a distribution
 from your account in the Company qualified Retirement Savings Plan and Trust.
 You will receive information and forms for this purpose from the Director of
 Human Resources within two weeks of the Separation Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 The payments and benefits provided in this Section 3(a)-(c) will only
 be payable to you if you have executed the General Release of claims set
 forth in Exhibit A of this Agreement and have not rescinded the General
 Release during the recession period under applicable law. Notwithstanding
 anything herein to the contrary, the Company will have the right to reduce
 amounts payable to you or to recover amounts previously paid by the Company
 to you, whether pursuant to this Agreement or otherwise, to the extent
 required under any federal or state law or regulation regarding clawbacks of
 payments to certain executive officers, including but not limited to §954 of
 the Dodd-Frank Act.

 


3









	
  

 	
  

 
	
 4.

 	
 Indemnification
 

 
	
  

 	
  

 
	
  

 	
 With respect
 to events that occurred during your tenure as an employee and Director of the
 Company, you will be entitled to the same rights that are afforded to the
 Company’s senior executive officers now or in the future, to indemnification
 and advancement of expenses pursuant to and in accordance with the charter
 documents of the Company and applicable law, and to coverage and legal
 defense under any applicable general liability or directors and officers
 liability policies maintained by the Company. 

 
	
  

 	
  

 
	
 5.

 	
 Continuing
 Member of the Board of Directors 

 
	
  

 	
  

 
	
  

 	
 You will
 continue to serve as a non-employee member of the Company’s Board of
 Directors (“Board”) from January 1, 2011 until the Annual Meeting of
 Shareholders held in 2011. During that period of service on the Board, you
 will be eligible to receive and will be paid the same fees and awards as the
 other Directors are paid in accordance with the policies and procedures of
 the Company. The Board of Directors, or a nominating committee of the Board
 of Directors, intends to nominate you for election as a director at the 2011
 Annual Meeting of Shareholders, but there is currently no agreement or
 understanding between you and the Company with respect to your continued
 service as a director after the 2012 Annual Meeting of Shareholders. 

 
	
  

 	
  

 
	
 6.

 	
 Transitional
 Consulting 

 
	
  

 	
  

 
	
  

 	
 The Company
 and you agree to enter into a Consulting Agreement in the form attached
 hereto as Exhibit B, pursuant to which you will provide continued service to
 the Company as an independent consultant until June 30, 2012. 

 
	
  

 	
  

 
	
 7.

 	
 General
 Provisions 

 






	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Amendments.
 This agreement may not be amended or modified except by a written agreement
 signed by both parties. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Severability.
 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.

 	
 Successors
 and Assigns. 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.

 	
 Arbitration.
 Any disputes arising under or in connection with this Agreement must be
 solved by final and binding arbitration as provided for in Section 11 of the
 2007 Amended Employment Agreement. 

 


4









	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Tax
 Considerations. The benefits to be provided to you
 in connection with this Agreement may 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 that 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 an additional tax, then you agree that
 the payment or provision 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 one day following the Separation Date.
 In the event of any such delay of any payment or benefit, the Company agrees
 that such 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Notices.
 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 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 or 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

 
	
  

 	
  

 	
 XXXXXXXXXXXX

 
	
  

 	
  

 	
 XXXXXXXXXXXX

 
	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 Entire
 Agreement. Except as expressly provided for in this
 Agreement, the Agreement constitutes the entire agreement between the parties
 regarding the subject matter hereof and supersedes and terminates the
 Employment Arrangements and all other prior agreements with respect to the
 subject matter hereof.

 
	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 Governing
 Law. 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.

 


5





          IN
WITNESS WHEREOF, you and a duly authorized officer by
and on behalf of the Company have executed this Agreement as of the dates set
forth below. 


ANGEION
CORPORATION 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Mark
 W. Sheffert



 	
  

 	
 /s/ Rodney
 A. Young



 	
  

 
	
 Its Chairman

 	
  

 	
 Rodney A.
 Young

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:
 November 15, 2010

 	
  

 	
  

 	
 Date:
 November 15, 2010

 


6












 


Mutual Separation and Transition Agreement - Schedule 1

RODNEY A. YOUNG

 

 

STOCK OPTIONS

 


	
Date Issued

	
 

	
Price

	
 

	
Number

Granted

	
 

	
Number

Exercised

	
 

	
Unexercised,

Vested Options

	
 

	
Expiration Date

to Exercise

Vested Options

	
 

	
Unvested Options

Terminating as of

December 31, 2010


	
7/6/2004

		
$

	
6.23

		
24,000

		
0

		
24,000

		
3/31/2011

		
0


	
7/6/2004

		
$

	
7.79

		
33,000

		
0

		
33,000

		
3/31/2011

		
0


	
9/15/2005

		
$

	
2.53

		
39,500

		
15,000

		
24,500

		
3/31/2011

		
0


	
9/15/2005

		
$

	
2.53

		
10,500

		
0

		
10,500

		
3/31/2011

		
0


	
5/25/2006

		
$

	
5.08

		
12,000

		
0

		
12,000

		
3/31/2011

		
0


	
10/31/2007

		
$

	
7.86

		
1,833

		
0

		
1,833

		
3/31/2011

		
0


	
10/31/2007

		
$

	
7.86

		
38,167

		
0

		
38,167

		
3/31/2011

		
0


			
 

											
			
 

							
144,000

				
			
 

											
	
RESTRICTED STOCK GRANTS


	 	 	
 

	 	 	 	 	 	 	 	 	 	 	 
	
Date Issued

	 	
 

	 	 	
Number

Granted

	 	
Already

Vested

	 	
Unvested Restricted Stock Grants

Terminating as of December 31, 2010

	 	 	 
	
8/28/2008

		
 

			
26,667

		
17,778

		
8,889

				
	
6/3/2009

		
 

			
33,333

		
11,111

		
22,222

				
			
 

											
			
 

							
31,111

				




 

 











7





Exhibit A 


GENERAL RELEASE OF CLAIMS


          THIS GENERAL RELEASE OF CLAIMS (“General
Release”) is made and entered into by and between Angeion Corporation, a
Minnesota Corporation (“Company”) and Mr. Rodney A. Young (“you”) and will be
effective as set forth below. 


          WHEREAS, the Company and you entered into
an Employment Agreement dated as of June 8, 2004 (“2004 Employment Agreement”)
and a Change in Control Agreement dated July 6, 2004 (“2004 Change in Control
Agreement”); 


          WHEREAS, the Company and you entered into
an Amended Employment Agreement dated as of October 31, 2007 (“2007 Amended
Employment Agreement”) and an Amended Change in Control Agreement dated as of
October 31, 2007 (“2007 Amended Change in Control Agreement” and with the 2007
Amended Employment Agreement, the “Employment Arrangements”), which superseded
and replaced the 2004 Employment Agreement and 2004 Change in Control
Agreement; 


          WHEREAS, the Company and you entered into
the Mutual Separation and Transition Agreement, effective December 31, 2010
(“Mutual Agreement” and with the 2007 Amended Employment Agreement and the 2007
Amended Change in Control Agreement, the “Agreements”); 


          WHEREAS, under the terms of the Mutual
Agreement, which you agree are fair and reasonable, you agreed to enter into
this General Release; 


          NOW, THEREFORE, in consideration of the
provisions and the mutual covenants contained herein and in the Agreements, the
parties agree as follows: 


          1.               General
Release of the Company. You settle and waive any and all claims you have or
may have against the Company, its subsidiaries, affiliates, and related
companies, and its current or former directors, officers, attorneys, insurers,
employees, contractors, and agents (collectively, the “Released Parties”) for
any act or omission that has occurred up through the date of execution of this
General Release, including but not limited to, any and all claims resulting
from the Company’s hiring of you, your employment with the Company or the
cessation of your employment with the Company. 


          For
the consideration expressed herein, you understand that while you retain the
right to pursue an administrative action through an agency such as the Equal
Employment Opportunity Commission (“EEOC”) or the Minnesota Department of Human
Rights (“MDHR”), you hereby release and discharge the General Released Parties
from all liability for damages, affirmative or equitable relief, judgments, or
attorneys’ fees whether brought by you or on your behalf by any other party,
governmental or otherwise. Aside from the EEOC or MDHR, as discussed above, you
agree not to institute any claim for damages, affirmative or equitable relief,
judgments, or attorneys’ fees, nor authorize or assist any other party, to
recover damages, affirmative or equitable relief, judgments, or attorneys’ fees
on your behalf via administrative or legal proceedings against the Released
Parties. You do hereby release and discharge the Released Parties from any and
all statutory claims, including, but not limited to, any claims arising under
or based on Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §
2000e et seq.; 42 U.S.C. § 1981; the Age Discrimination in Employment Act
(including The Older Worker Benefit Protection Act), 29 U.S.C. § 621 et seq.;
the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Americans with
Disabilities Act, 42 U.S.C. § 12101 et seq.; the Fair Labor Standards Act, 29
U.S.C. § 201 et seq.; the Employee Retirement Income Security Act of 1974, as
amended, 29 U.S.C. § 1001 et seq.; the Minnesota Human Rights Act, Minn. Stat.
§363.01 et seq.; Minn. Stat. §181.81 and any other federal or state
constitutions; federal, state or local statute, or any contract, quasi
contract, common law or tort claims, whether known or unknown, suspected or
unsuspected, concealed or hidden, or whether developed or undeveloped, up
through the date of your execution of this General Release.


A-1





Exhibit A 


          This
General Release also specifically encompasses any and all claims grounded in
contract or tort theories, including, but not limited to: breach of contract
(including but not limited to any claims that you may have under the
Agreements), tortious interference with contractual relations; promissory
estoppel; breach of the implied covenant of good faith and fair dealing; breach
of employee handbooks, manuals, or other policies; wrongful discharge; wrongful
discharge in violation of public policy; assault; battery; fraud; false
imprisonment; invasion of privacy; intentional or negligent misrepresentation;
defamation, including libel and slander, discharge defamation and
self-defamation; intentional or negligent infliction of emotional distress;
negligence; breach of fiduciary duty; negligent hiring, retention or
supervision; whistleblower claims; unpaid wages (including but not limited to
any claims for bonuses, severance and vacation pay) and any other contract or
tort theory based on either intentional or negligent conduct of any kind,
including any attorneys’ fees, liquidated damages, punitive damages, and any
costs or disbursements that could be awarded in connection with these or any
other common law claims. 


          It
is a further condition of the consideration hereof and is your intention in
executing this General Release that the same will be effective as a bar as to
each and every claim, demand and cause of action herein above specified. You
acknowledge that you may hereafter discover claims or facts in addition to or
different from those which you now know or believe to exist with respect to the
subject matter of this General Release and which, if known or suspected at the
time of executing this General Release, may have materially affected this
settlement. Nevertheless, you hereby waive any right, claim or cause of action
that might arise as a result of such different or additional claims or facts.
You acknowledge that you understand the significance and consequence of such
release and specific waiver. 


          You
do not waive any claims that you may have which arise out of facts or events
that occur after the date on which you sign this General Release, claims for
indemnification, if applicable, or for compensation and benefits to which you
are eligible under the Agreements. 


          Notwithstanding
any of the forgoing provisions, this General Release does not apply to and does
not modify, expand or reduce any obligation of the Company to indemnify you
from any claims arising out of the performance of your services as an employee
or officer of the Company to the fullest extent provided by applicable law and
under the Company’s by-laws, if broader than applicable law. Nothing herein is
intended to expand, reduce or limit the Company’s obligations to provide the benefit
of insurance coverage maintained by the Company (including D&O coverage)
for you in connection with claims based on actions or omissions of you during
the period of your employment with the Company. 


A-2





Exhibit A 


          2.               Rescission.
You have been informed of your right to rescind this General Release by written
notice to the Company within 15 calendar days after you execute this General
Release. You have been informed and understands that any such rescission must
be in writing and delivered to the Company by hand, or sent by mail within the
15-day time period. If delivered by mail, the rescission must be: (1)
postmarked within the applicable period and (2) sent by certified mail, return
receipt requested, to Angeion Corporation, Attention: Chairman of the Board of
Directors, 350 Oak Grove Parkway, St. Paul, MN 55127. If you rescind this
General Release, the Company will have no obligations under the Agreements to
you or to anyone whose rights derive from you. 


          3.               Acceptance
Period; Advice of Counsel. The terms of this General Release will be open for
acceptance by you for a period of 21 days from receipt, during which time you
may consider whether or not to accept this General Release. You agree that
changes to this General Release, whether material or immaterial, will not
restart this acceptance period. You are hereby advised to seek the advice of an
attorney regarding this General Release. 


          4.               General
Release by the Company. The Company settles, releases, and waives any and all
claims it has or may have against you for any act or omission that has occurred
up through the date of execution of this General Release, including but not
limited to any relating to or arising out of your employment with the Company
or your service as an officer or director of the Company, or in any other
capacity with the Company. This is a release of all claims, whether based on
contract, tort, federal, state, or local statute or regulation or upon any
other theory. It is further a release of all claims for relief, including but
not limited to all claims for compensatory, punitive, liquidated, and all other
damages, penalties, attorneys’ fees, costs or disbursements and all other
equitable and legal relief that could be awarded in connection with these or
any other claims. 


          It
is a further condition of the consideration hereof and is the Company’s
intention in executing this General Release that the same will be effective as
a bar as to each and every claim, demand and cause of action herein above
specified. The Company acknowledges that it may hereafter discover claims or
facts in addition to or different from those which it now knows or believes to
exist with respect to the subject matter of this General Release and which, if
known or suspected at the time of executing this General Release, may have
materially affected this settlement. Nevertheless, the Company hereby waives
any right, claim or cause of action that might arise as a result of such different
or additional claims or facts. The Company acknowledges that it understands the
significance and consequence of such release and specific waiver. 


          The
Company does not waive any claims that it may have that arise out of facts or
events that occur after the date on which it signs this General Release,
including specifically claims for breach of your post termination obligations
under your Agreements. Notwithstanding anything herein to the contrary, the
Company does not waive any right to reduce amounts payable to you or to recover
amounts previously paid by the Company to you, whether pursuant to this
Agreement or otherwise, to the extent required under any federal or state law
or regulation regarding clawbacks of payments to certain executive officers,
including but not limited to §954 of the Dodd-Frank Act. 


A-3





Exhibit A


          5.               Representation
By You. You represent and warrant that you have not engaged in any activity
which would constitute willful misconduct conduct including, but not limited
to, fraud, knowing material misrepresentation, or knowing violation of any
federal, state or local law. In executing this General Release, the Company has
relied on the representations by you in this Paragraph 5. These representations
are material terms of this General Release. YOU
HEREBY ACKNOWLEDGE AND STATE THAT YOU HAVE READ THIS GENERAL RELEASE. YOU
FURTHER REPRESENT THAT THIS GENERAL RELEASE IS WRITTEN IN LANGUAGE WHICH IS
UNDERSTANDABLE TO YOU, THAT YOU FULLY APPRECIATE THE MEANING OF ITS TERMS, AND
THAT YOU ENTER INTO THIS GENERAL RELEASE FREELY AND VOLUNTARILY. 


          6.               Governing
Law. The parties agree that Minnesota law will govern the construction and
interpretation of this General Release. 


          IN WITNESS WHEREOF, the parties have
authorized, executed, and delivered this General Release. 


THE ANGEION
CORPORATION 


	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  



 	
  

 	
  



 
	
  

 	
 Mark W.
 Sheffert, Chairman

 	
  

 	
 Rodney A.
 Young

 
	
  

 	
  

 	
  

 	
  

 
	
 Date: As of
 December 31, 2010

 	
  

 	
 Date: As of
 December 31, 2010

 


A-4





Exhibit B  


See Exhibit 10.3 of this Form
8-K for Exhibit B to the Mutual Separation and Transition Agreement