Exhibit 10.1 


November 15, 2010 


Mr. Philip I. Smith 


Dear Phil, 


I am pleased
to confirm Angeion Corporation’s offer of employment to you, as we discussed.
The terms of the offer are as follows: 


	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
 President
 and Chief Executive Officer

 
	
  

 	
  

 	
  

 
	
 Reports to:

 	
  

 	
 Board of
 Directors

 
	
  

 	
  

 	
  

 
	
 Base salary:

 	
  

 	
 $260,000 on
 an annualized basis; at the end of six months assuming satisfactory
 performance it will increase by $10,000; at the end of one year assuming
 satisfactory performance it will increase by another $10,000. In addition,
 the Board of Directors will annually review your salary.

 
	
  

 	
  

 	
  

 
	
 Bonus
 opportunity:

 	
  

 	
 Target is
 50% of Salary with maximum set at 100% of salary. The bonus criteria each
 year will be a combination of performance-based corporate goals and personal
 goals to be recommended by you and approved by the Angeion Compensation
 Committee and Board. The Compensation Committee will work with you and other
 members of management to have the fiscal 2011 bonus plan in place by January
 31, 2011.

 
	
  

 	
  

 	
  

 
	
 Personal allowance:

 	
  

 	
 $12,000 per
 year.

 
	
  

 	
  

 	
  

 
	
 Time vesting
 restricted stock grant upon commencement of employment:

 	
  

 	
 A one-time
 initial award of 25,000 shares that vests over three years, one-third per
 year on the first, second and third anniversary of your start date, with
 accelerated vesting upon a change in control.

 
	
  

 	
  

 	
  

 
	
 Performance
 based stock grant:

 	
  

 	
 An annual
 Performance-based stock grant of up to 30,000 shares that would vest over
 three years, one-third per year on the first, second and third anniversary of
 achievement of performance criteria that will be set by the Compensation
 Committee with your input (subject to Board approval). We anticipate that
 stock grants in future years will also be performance based.

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Performance
 stock awards will vest upon a change in control.

 
	
  

 	
  

 	
  

 
	
 Termination:

 	
  

 	
 Employment
 is at-will and may be terminated by either party upon 60 days written notice.
 In the event of termination, you would receive (i) four months’ severance in
 the first year, (ii) with an additional four months of severance in the
 second year and (ii) two months in the third year for every year worked
 thereafter. Maximum severance is one year.

 
	
  

 	
  

 	
  

 
	
 Change of
 control:

 	
  

 	
 If
 termination occurs by Company “without cause” or by employee for “good
 reason,” within one year after a change in control, then in lieu of the
 severance payments listed under Termination, you will receive twelve months
 severance, an outplacement fee of $20,000 and a benefit transition payment of
 $12,000.

 
	
  

 	
  

 	
  

 
	
 General
 Release

 	
  

 	
 The payment
 of severance and the payment of the change in control severance will
 conditioned upon your signing a general release of claims acceptable to the
 Company that is not rescinded prior to the date of payment.

 
	
  

 	
  

 	
  

 
	
 Medical,
 Dental, Life and 401(k):

 	
  

 	
 You will be
 eligible to participate in Angeion’s existing benefit plans that are
 available to other members of the company’s senior management team.

 
	
  

 	
  

 	
  

 
	
 Paid time
 off :

 	
  

 	
 You will
 receive PTO in accordance with existing company policies and practices that
 are applicable to other members of the company’s senior management team.

 
	
  

 	
  

 	
  

 
	
 Expenses:

 	
  

 	
 Company will
 reimburse you for reasonable travel and other expenses incident to rendering
 of services in conformity with its regular policies regarding reimbursement
 of expenses as in effect from time to time.

 



I have
enclosed a Nondisclosure and Non-competition Agreement that you will be
required to sign as a condition of employment. I have also enclosed a
Severance/Change of Control Letter Agreement for your review. 





Angeion will
also require an I-9 form to be completed and turned in on your first day of
work along with proof of your employment eligibility. Employment with Angeion
Corporation is on an “at-will” basis. As an Angeion Corporation, you would be
free to resign at any time, just as Angeion is free to terminate your
employment at any time, with or without cause. This offer does not constitute a
contract of employment. 


Sincerely, 


	
  

 	
  

 
	
 /s/ Mark W.
 Sheffert



 	
  

 
	
  

 	
  

 
	
 Mark W.
 Sheffert, Chairman

 	
  

 



If you are in
agreement with the above and are not a party to a non-compete or other
employment agreement that would conflict with your employment at Angeion,
please sign below and return one copy to my attention. 


	
  

 	
  

 
	
 /s/ Philip
 I. Smith



 	
  

 
	
  

 	
  

 
	
 Philip I.
 Smith