Exhibit 10.3


 


Dated and
effective as of          


 


	
   

  	
   

  
	
  Medical Graphics Corporation

  
	
  350 Oak Grove Parkway

  
	
  Vadnais Heights, MN 55127

  



 


Dear                    :


 


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
stockholders.  In this connection, the
Board recognizes that the possibility of a Change in Control may arise and that
such possibility and the uncertainty and questions which it may raise among
management may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders.


 


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 stockholders 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 in the employ 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.


 


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 


 





















 


	
   

  	
   

  
	
  Date

  



 


which 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 letter
agreement as amended, extended or renewed from time to time in accordance with
its terms.


 


(c)           “Base Pay” 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 Pay 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 due to bodily injury or physical or mental illness) after a demand
for substantial performance is delivered to you by the chair of the Board which
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 (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 which is materially
and demonstrably injurious to the Company or which impairs your ability to
perform substantially your duties for the Company.  An act or failure to act will be considered “gross”
or 


 


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“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” and with
respect to paragraph (ii)(a) of this section, any Person other than Deephaven Capital Management LLC) is
or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of (a) 20 percent or more, but not 50
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, unless the transaction resulting in such ownership has been approved
in advance by the “continuity directors” or (b) 50 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 stockholders 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
(a) more than 50 percent, but less than 80 percent, of the combined voting
power of the surviving corporation’s then outstanding securities ordinarily
having the right to vote at elections of directors, unless such merger or
consolidation has been approved in advance by the continuity directors, or
(b) 50% or less 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 (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 


 


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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
stockholders 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.  In addition to the foregoing, a “Change in
Control” in the Company shall be deemed to occur (i) when and if the sale,
lease, exchange or other transfer of all or substantially all of the assets of
Medical Graphics Corporation to a Person occurs or (ii) the Parent Corporation
ceases to hold, directly or directly a majority of the voting power of Medical
Graphics Corporation.


 


(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 a dispute exists
concerning 


 


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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)            a change in your status,
position(s), duties or responsibilities as an executive of the Company as in
effect immediately prior to the Change in Control which, in your reasonable
judgment, is adverse (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 promptly after receipt of
notice of such change is given by you;


 


(ii)           a reduction by the Company in your
Base Pay, 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 or 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 (or your family or dependents) were
participating at any time during the 90-day period immediately preceding the
Change in Control;


 


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(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 which 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);


 


(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(n) 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.


 


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(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.


 


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) the Company terminates your employment for any reason other than your
death or Cause, or you terminate your employment with the Company for Good
Reason and (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.


 


(a)           Cash Payment.  Within 10 business days following the Date of
Termination, or, if later, within 10 business days following the date of the
Change in Control, the Company will make a lump-sum cash payment to you in an
amount equal to your Base Pay.


 


(b)           Group
Health Plans.  During the continuation
period, the Company will maintain a group health plan(s) which by its terms
covers you (and your family members and dependents who were eligible to be
covered at any time during the 90-day period immediately prior to the date of a
Change in Control for the period after the Change in Control in which such
family members and dependents would otherwise continue to be covered under the
terms of the plan in effect immediately prior the Change in Control) under the
same terms and at the same cost to you and your family members and dependents
as similarly situated individuals who continue to be employed by the Company
(without regard to any reduction in such benefits that constitutes Good
Reason).  The continuation period under
applicable federal and state continuation laws will begin to run from the date
on which coverage pursuant to this 


 


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Section 3(b)
ends.  The “continuation period” is the
period beginning on your Date of Termination and ending on the earlier of (i)
the last day of the 24th month that begins after your Date of Termination or
(ii) the date after your Date of Termination on which you first become eligible
to participate as an employee in a plan of another employer providing group
health benefits to you and your eligible family members and dependents which
plan does not contain any exclusion or limitation with respect to any
pre-existing condition of you or any eligible family member or dependent who
would otherwise be covered under the Company’s plan but for this clause
(ii).  To the extent you incur a tax
liability (including federal, state and local taxes and any interest and
penalties with respect thereto) in connection with a benefit provided pursuant
to this Section 3(b) which you would not have incurred had you been an active
employee of the Company participating in the Company’s group health plan, the
Company will make a payment to you in an amount equal to such tax liability
plus an additional amount sufficient to permit you to retain a net amount after
all taxes (including penalties and interest) equal to the initial tax liability
in connection with the benefit.  For
purposes of applying the foregoing, your tax rate will be deemed to be the
highest statutory marginal state and federal tax rate (on a combined basis)
then in effect.  The payment pursuant to
this Section 3(b) will be made within 10 days after your remittal of a written
request therefore accompanied by a statement indicating the basis for and
amount of the liability.


 


(c)           Excise
Taxes.  Following a Change in
Control, the Company will cause its independent auditors promptly to review, at
the Company’s sole expense, the applicability of Code Section 4999 to any
payment or distribution of any type by the Company to or for your benefit,
whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement, any Benefit Plan or otherwise (the “Total Payments”).  If the auditor determines that the Total
Payments result in an excise tax imposed by Code Section 4999 or any comparable
state or local law, or any interest or penalties with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
collectively referred to as the “Excise Tax”), then upon your request, the
Company will work with you to determine the maximum payment that could be made
without resulting in an Excise Tax and, if you so desire, make the payment in
the amount and the manner that you and the Company agree.  Northing in his Section 3 (cc) shall result
in the cash payment to you of more than the amount you otherwise would be entitled
to under this Agreement.


 


(d)           Out Placement Assistance.  The Company will pay up to $20,000 for out
placement counseling to you.  Such
payments will be made either directly to the counselor or to you within 10 days
after presentation of an invoice for services rendered or to be rendered.


 


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 


 


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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.


 


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.


 


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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.  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.


 


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.  If you so elect, any dispute, controversy or
claim arising under or in connection with this Agreement will be settled
exclusively by binding arbitration administered by the American Arbitration
Association in Minneapolis, Minnesota in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction; provided, that you may seek specific
performance of your right to receive benefits until the Date of Termination
during the pendency of any dispute or controversy arising under or in
connection with this Agreement.  If any
dispute, controversy or claim for damages arising under or in connection with
this Agreement is settled by arbitration, the Company will pay, or if elected
by you, reimburse, all fees, costs and expenses incurred by you related to such
arbitration.  If you do not elect
arbitration, you may pursue all available legal remedies.  The Company will pay, or if elected by you,
reimburse you for, all fees, costs and expenses incurred by you in connection
with any actual, threatened or contemplated litigation relating to this
Agreement to which you are or reasonably expect to become a party, whether or
not initiated by you, if you are successful in recovering any benefit under
this Agreement as a result of such action. 
The parties agree that any litigation arising under or in connection
with this Agreement must be brought in a court of competent jurisdiction in the
State of Minnesota, and hereby consent to the exclusive jurisdiction of said
courts for this purpose and agree not to assert that these courts are an
inconvenient forum.  The Company will not
assert in any dispute or controversy with you arising under or in connection
with this Agreement your failure to exhaust administrative remedies.


 


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 


 


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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.


 


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.           Funding and
Payment.  Benefits payable under this
Agreement will be paid only from the general assets of the Company.  No person has any right to or interest in any
specific assets of the Company by reason of this Agreement.  To the extent benefits under this Agreement
are not paid when due to any individual, he or she is a general unsecured
creditor of the Company with respect to any amounts due.


 


The Company with whom you were employed immediately
before your Date of Termination has primary 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, the
Parent Corporation and each other Affiliate are jointly and severally
responsible therefor to the extent permitted by applicable law.  If you were simultaneously employed by more
than one Company immediately before your Date of Termination, each such Company
has primary responsibility for a portion of the benefits to which you or any
other person are entitled pursuant to this Agreement that bears the same ratio
to the total benefits to which you or such other person are entitled pursuant
to this Agreement as your Base Pay from the Company immediately before your
Date of Termination bears to your aggregate Base Pay from all such Companies.


 


15.           Survival.  The respective obligations of, and benefits
afforded to, the Company and you which by their express terms or clear intent
survive termination of your employment with the Company or termination of this
Agreement, as the case may be, will survive termination of your employment with
the Company or termination of this Agreement, as the case may be, and will
remain in full force and effect according to their terms.


 


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16.           Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
agreed to in a writing signed by you and the chair of the Board.  No waiver by any party to this Agreement at
any time of any breach by another party to this Agreement of, or of compliance
with, any condition or provision of this Agreement to be performed by such
party will be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. 
No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter of this Agreement have been made by any
party which are not expressly set forth in this Agreement.  This Agreement and the legal relations among
the parties as to all matters, including, without limitation, matters of
validity, interpretation, construction, performance and remedies, will be governed
by and construed exclusively in accordance with the internal laws of the State
of Minnesota (without regard to the conflict of laws principles of any
jurisdiction).  Headings are for purposes
of convenience only and do not constitute a part of this Agreement.  The parties to this Agreement agree to
perform, or cause to be performed, such further acts and deeds and to execute
and deliver or cause to be executed and delivered, such additional or
supplemental documents or instruments as may be reasonably required by the
other party to carry into effect the intent and purpose of this Agreement.  The invalidity or unenforceability of all or
any part of any provision of this Agreement will not affect the validity or enforceability
of the remainder of such provision or of any other provision of this Agreement,
which will remain in full force and effect. 
This Agreement may be executed in several counterparts, each of which
will be deemed to be an original, but all of which together will constitute one
and the same instrument.


 


If this letter correctly sets forth our agreement on
the subject matter discussed above, kindly sign and return to the Company the
enclosed copy of this letter, which will then constitute our agreement on this
subject.


 


Sincerely,


 


	
  ANGEION CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Chief Executive Officer and President

  
	
   

  
	
   

  
	
  Agreed to as of the      th
  day of                

  
	
   

  
	
   

  
	
   

  	
   

  
				



 


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