Exhibit 10.5 to Vascular Solutions Form 10-Q dated March 31, 2004




EXHIBIT 10.5  











EMPLOYMENT AGREEMENT 



THIS AGREEMENT made this
____ day of _____________, is by and between Vascular Solutions, Inc., a
Minnesota corporation (the “Company”), and ___________________, a resident of
the State of _____________________ (the “Employee”). 



        WHEREAS,
Employee and the Company have previously entered into an employment relationship; and 



        WHEREAS, Employee
and the Company desire to amend and supercede in its entirety the prior employment
agreement to provide the Employee benefits upon a Change in Control (as defined in Section 10(b)(i) hereof); and 



        WHEREAS,
Employee and the Company desire to specify all benefits payable to Employee in connection
with the employment. 



        NOW,
THEREFORE, in consideration of the mutual promises contained herein, the Company and the
Employee, each intending to be legally bound, agree as follows: 



        1.    Employment.   This
agreement shall supercede and replace all prior agreements between the Company
and the Employee. Subject to all of the terms and conditions of this Agreement,
the Company agrees to employ the Employee as a «PositionTitle». The
Company and the Employee accepts this employment. 



        2.    Duties.   The
Employee will make the best use of his/her energy, knowledge, and training in
advancing the Company’s interests on a full-time basis. He/she will
diligently and conscientiously perform the duties of his/her position as well as
such other duties as are directed by the Company’s management. The Employee
will make every effort to avoid using any trade secrets or confidential
information that he/she may have in his/her possession from any previous
employer in connection with his/her employment by the Company. 



        3.    Term.   The
employment relationship created by this agreement shall continue on an “at
will” basis. Except as provided in Section 10 of this Agreement, either
party may terminate the employment relationship created by this Agreement for
any reason or no reason by giving 10 working days prior written notice to the
other party. Because the employment relationship is “at will,” the
Employee shall have no right to continued employment, and the Company may
terminate the Employee (other than because of Employee’s race, sex, age or
other legally protected category) at any time. No 






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document or statement (oral or
written) by the Company or its officers or Board of Directors will create a right to
continued employment.  



        4.    Compensation. 



                (a)  
Salary: The Company shall pay the Employee an initial annualized base
salary of $«AnnualSalary», payable not less frequently than twice
monthly, to be reviewed and adjusted by December 31, 2004, and no less
frequently than annually thereafter. 



                (b)  
Benefits: Other than as specified above, the Employee shall not have any
entitlement to any benefits or options. 



                (c)  
Expenses: The Company shall reimburse the Employee for all ordinary and
necessary business expenses the Employee incurs while performing his/her duties
under this Agreement, provided that the Employee accounts properly for such
expenses to the Company in accordance with the general corporate policy of the
Company as determined by the Company’s Board of Directors and in accordance
with the requirements of Internal Revenue Service regulations relating to
substantiation of expenses. 



        5.    Inventions. 



                (a)  
“Inventions,” as used in this Section 5, means any discoveries, designs, improvements or software (whether or not they are in
writing or reduced to practice) or works of authorship (whether or not they can be patented or copyrighted) that the employee makes,
authors, or conceives (either alone or with others) and that: 




	  	     (i) 	  	concern
directly the Company’s products, research or development; 






	  	     (ii) 	  	result
from any work the Employee performs for the Company; or 






	  	     (iii) 	  	use
in any significant respect the Company’s equipment, facilities, or trade secret
information. 






                (b)  
The Employee agrees that all inventions he/she makes during the term of this Agreement will be the sole and exclusive property of the
Company. The Employee will, with respect to any such invention: 





	  	     (i)  	  	keep
current, accurate, and complete records which will belong to the Company and be kept and
stored on the Company’s premises while the Employee is employed by the Company;  






	  	     (ii)  	  	promptly
and fully disclose the existence and describe the nature of the invention to the Company
and in writing (and without request);  







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	  	     (iii)  	  	assign
(and the Employee does hereby assign) to the Company all of his/her rights to the
invention, and applications he/she makes for patents or copyrights in any country, and
any patents or copyrights granted to him in any country; and  






	  	     (iv)  	  	acknowledge
and deliver promptly to the Company any written instruments, and perform any other
reasonable acts necessary in the Company’s opinion and at its expense to preserve
property rights in the invention against forfeiture, abandonment, or loss and to obtain
and maintain letters patent and/or copyrights on the invention and to vest the entire
right and title to the invention in the Company, provided that the Employee makes no
warranty or representation to the Company as to rights against third parties hereunder.  






        6.    Confidential Information. 



                (a)  
“Confidential Information,” as used in this Section 6, means information that is not generally known and that is
proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation: 






	  	     (i)  	  	trade
secret information about the Company and its products or services;  






	  	     (ii)  	  	“Inventions,” as
defined in subsection 5 (a) above;  






	  	     (iii)  	  	information
concerning the Company’s business, as the Company has conducted it or as it may
conduct it in the future; and  






	  	     (iv)  	  	information
concerning any of the Company’s past, current, or possible future products,
including (without limitation) information about the Company’s research,
development, engineering, purchasing, manufacturing, servicing, finances, marketing or
selling.  






Any information that reasonably can
be expected to be treated as Confidential Information will be presumed to be Confidential
Information (whether the Employee or other originated it and regardless of how he/she
obtained it). 



                (b)  
Except as required in his/her duties to the Company, the Employee will not, during his/her employment or for a period of three (3)
years after termination of his/her employment with the Company, use or disclose Confidential Information to any person not
authorized by the Company to receive it, excluding Confidential Information: 





	  	     (i)  	  	 which
is or becomes publicly available by a source other than the Employee;  







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	  	     (ii)  	  	 which
is received by the Employee after termination of his/her employment hereunder from a
source who, to the Employee’s knowledge, did not obtain the information directly or
indirectly from employees or agents of the Company; or  






	  	     (iii)  	  	 for
which disclosure thereof the Company has consented in writing.  






When the Employee’s employment
with the Company ends, he/she will promptly turn over to the Company all records and any
compositions, articles, devices, apparatus, and other items that disclose, describe, or
embody Confidential Information, including all copies, reproductions, and specimens of
Confidential Information in his/her possession, regardless of who prepared them. 



        7.    Competitive Activities.   The
Employee agrees that during his/her employment with the Company and for a period
of one (1) year after his/her employment with the Company ends: 



                (a)  
He/she will not alone, or in any capacity with another firm: 



	  	     (i)  	  	directly
or indirectly engage in the manufacture or distribution of products directly competitive
with the Company’s, nor will he/she participate in the management or operation of,
or become a significant investor in, any venture or enterprise of whatever kind as a
principal, officer, director, employee, representative, agent or shareholder or any
entity whose business is directly competitive with the Company’s;  






	  	     (ii)  	  	solicit
for competitive business or in any way intentionally interfere or attempt to interfere
with the Company’s relationships with any of its current or potential customers; or  






	  	     (iii)  	  	employ
or attempt to employ any of the Company’s employees on behalf of any other entity
competing with the Company, provided that, nothing in this Section 7 shall restrict the
employee’s employment by or association with any entity, venture, or enterprise
which engages in a business with a product or service competitive with any product or
service of the Company so long as the following conditions are complied with: (a) the
Employee’s employment or association with such entity, venture or enterprise is
limited to work which does not involve or relate to the design, development, production,
marketing or servicing of a product or service which is directly competitive with any
product or service of the Company and (b) the Employee’s employer takes 









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	  	reasonable
measures to insure that the Employee is not involved with or consulted in any
aspect of the design, development, production, marketing, or servicing of such
competitive product or service. 






                (b)  Employee
will, prior to accepting employment with any new employer, inform that employer of this
Agreement and provide that employer with a copy of Section 7 of this Agreement, provided
that he/she reasonably believed his/her new position is or may be contrary to this
Agreement.  



        8.    Conflicting Business.   The
Employee agrees that he/she will not transact business with the Company
personally, or as agent, owner, partner, or shareholder of any other entity
without the prior approval of the Board of Directors. The Employee further
agrees that he/she will not engage in any business activity or outside
employment that is likely to conflict with the Company’s proprietary or
business interests during the term of this Agreement. 



        9.    No Adequate Remedy.   The
Employee understands that if he/she fails to fulfill his/her obligations under
Sections 5, 6, 7 or 8 of this Agreement, the damages to the Company would be
very difficult to determine. Therefore, in addition to any other rights or
remedies available to the Company at law, in equity or by statute, the Employee
hereby consents to the specific enforcement of Sections 5, 6, 7 or 8 of this
Agreement by the Company through an injunction or restraining order issued by
any appropriate court. 



        10.    Effect of Termination After a Change In Control. 



                (a)  Termination After a Change in Control. 



	  	     (i)  	  	 From
and after the date of a Change in Control (as defined in Section 10(b)(i) hereof), the
Company shall have the right to terminate the Employee from employment with the Company
at any time (A) for Cause (as defined in Section 10(b)(iii) hereof) by written notice to
the Employee specifying the particulars of the conduct of the Employee forming the basis
for such termination, or (B) as a result of the Employee’s Disability (as defined in
Section 10(b)(iv) hereof) or his death.  






	  	     (ii)  	  	 From
and after the date of a Change in Control (as defined in Section 10(b)(i) hereof) (A) the
Company shall have the right to terminate the Employee’s employment without Cause
(as defined in Section 10(b)(iii) hereof), at any time; and (B) the Employee shall have
the right to voluntarily terminate his employment by the Company at any time for Good
Reason (as defined in Section 10(b)(ii) hereof). Upon the occurrence of any such
termination by the Company without Cause or upon the voluntary termination of the Employee’s
employment by the Employee for Good Reason, 








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	  	the Employee
shall be entitled to receive the benefits provided in Section 10(c) hereof.







                (b)        Definitions. 



                (i)        A “Change in Control” shall mean: 



	  	  	     (A)  	  	A change in
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), whether or not the
Company is then subject to such reporting requirement; 






	  	  	     (B)  	  	Any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) (other than any employee benefit plan of the Company or any entity
which reports beneficial ownership of the Company’s outstanding securities
on Schedule 13G pursuant to Rule 13d-1 under the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act)
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the combined voting power of the Company’s then
outstanding securities; 






	  	  	     (C)  	  	The Continuing
Directors (as defined in Section 10(b)(v) hereof) cease to constitute a majority
of the Company’s Board of Directors; provided that such change is the
direct or indirect result of a proxy fight and contested election or elections
for positions on the Board of Directors; 






	  	  	     (D)  	  	The shareholders
of the Company approve: (1) any consolidation or merger of the Company in which
the Company is not the continuing or surviving corporation or pursuant to which
shares of Company stock would be converted into cash, securities, or other
property, other than a merger of the Company in which shareholders immediately
prior to the merger have the same proportionate ownership of stock of the
surviving corporation immediately after the merger; (2) any sale, lease,
exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (3)
any plan of liquidation or dissolution of the Company; or 







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	  	  	(E)  	  	The majority of
the Continuing Directors (as defined in Section 10(b)(v) hereof) determine in
their sole and absolute discretion that there has been a Change in Control of
the Company. 






                (ii)        “Good
Reason” shall mean the occurrence of any of the following events, except
for the occurrence of such an event in connection with the termination or
reassignment of the Employee’s employment by the Company for Cause (as
defined in Section 10(b)(iii) hereof), for Disability (as defined in
Section 10(b)(iv) hereof), or for death: 



	  	  	(A)  	  	 The
assignment to the Employee of employment responsibilities which are not of comparable
responsibility and status as the employment responsibilities held by the Employee
immediately prior to a Change in Control (as defined in Section 10(b)(i) hereof);  






	  	  	(B)  	  	 Any
reduction by the Company in the Employee’s base salary as in effect immediately
prior to a Change in Control (as defined in Section 10(b)(i) hereof);  






	  	  	(C)  	  	 An
amendment or modification of the Company’s cash incentive compensation program
(except as may be required by applicable law) which affects the terms or administration
of the program in a manner adverse to the interest of Employee as compared to the terms
and administration of such program immediately prior to a Change in Control;  






	  	  	(D)  	  	 Except
to the extent otherwise required by applicable law, the failure by the Company to provide
employee benefit plans (including, without limitation, a retirement plan, stock option
plan, stock purchase plan, life insurance plan, health-and-accident plan, and disability
plan) that provide substantially similar benefits in terms of aggregate monetary value to
Employee as the benefits provided by those plans immediately prior to a Change in
Control, or the taking of any action by the Company which would adversely affect Employee’s
participation in, or materially reduce Employee’s benefits under, any of such plans
or deprive Employee of any material fringe benefit enjoyed by Employee immediately prior
to such Change in Control;  






	  	  	(E)  	  	 The
failure by the Company to obtain, as specified in Section 11(a) hereof, an assumption of
the obligations of the Company to perform this Agreement by any successor to the Company;  







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	  	  	     (F)  	  	 The
Company’s requiring the Employee to be based at a location that is in excess of 50
miles from the location of the Employee’s principal office immediately prior to a
Change in Control (as defined in Section 10(b)(i) hereof); or  






	  	  	     (G)  	  	 Any
other material breach of this Agreement by the Company which is not cured within thirty
(30) days after written notice thereof from the Employee.  






	     (iii) 	  	
“Cause” shall mean termination by the Company of the Employee's employment based upon: 







	  	  	     (A)  	  	The
willful and continued failure by Employee substantially to perform his duties and
obligations (other than any such failure resulting from his incapacity due to physical or
mental illness or any such actual or anticipated failure resulting from Employee’s
termination for Good Reason);  






	  	  	     (B)  	  	The
breach by Employee of any covenant set forth in this Agreement (including without
limitation the provisions in Section 5, 6 and 7 of this Agreement); or  






	  	  	     (C)  	  	The
willful engaging by Employee in misconduct which is materially injurious to the Company,
monetarily or otherwise, provided that, for purposes of this Section 10(b)(iii)(C), no
action or failure to act on Employee’s part shall be considered “willful” unless
done, or omitted to be done, by Employee in bad faith and without reasonable belief that
his action or omission was in the best interests of the Company.  






	     (iv) 	  	
“Disability” shall mean Employee’s total disability which results
in Employee’s inability to perform the essential functions of
Employee’s position, with or without reasonable accommodation, provided
Employee has exhausted Employee’s entitlement to any applicable leave, if
Employee desires to take and satisfies all eligibility requirements for such
leave. 







	     (v) 	  	
“Continuing Director” shall mean any person who is a member of the
Board of Directors of the Company, while such person is a member of the Board of
Directors, who is not an Acquiring Person (as defined herein) or an Affiliate or
Associate (as defined herein) 










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of
an Acquiring Person, or a representative of an Acquiring Person or any such Affiliate or
Associate, and who:  






	  	  	(A)  	  	was
a member of the Board of Directors on the date of this Agreement as first written above;
or  






	  	  	(B)  	  	subsequently
becomes a member of the Board of Directors, if such person’s initial nomination for
election or initial election to the Board of Directors is recommended or approved by a
majority of the Continuing Directors. For purposes of this Section 10(b)(v), “Acquiring
Person” shall mean any “person” (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates
of such person, is the “beneficial owner” (as defined in Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the Company’s
then outstanding securities, but shall not include the Company, any subsidiary of the
Company, or any employee benefit plan of the Company, or of any subsidiary of the
Company, or any entity holding shares of common stock organized, appointed, or
established for, or pursuant to the terms of, any such plan; and “Affiliate” and
“Associate” shall have the respective meanings described to such terms in Rule
12b-2 promulgated under the Exchange Act.  






    (c)       
Benefits Upon Termination Under Section 10(a)(ii). 



	(i) 	  	
Upon the termination (voluntary or involuntary) of the employment of the
Employee pursuant to Section 10(a)(ii) hereof, the Company shall pay to the
Employee, in lieu of any further base salary or bonus payments to the Employee
for periods subsequent to the date that the termination of the Employee’s
employment becomes effective, as severance pay, payments as follows: 







	  	  	(A)  	  	if
the termination pursuant to Section 10(a)(ii) hereof following a Change in Control (as
defined in Section 10(b) hereof) occurs during the first twelve (12) months following a
Change in Control (as defined in Section 10(b) hereof), payments equal to twelve (12)
times the Employee’s monthly base salary;  









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	  	  	     (B)  	  	if
the termination pursuant to Section 10(a)(ii) hereof following a Change in Control (as
defined in Section 10(b) hereof) occurs more than twelve (12) months after a Change in
Control (as defined in Section 10(b) hereof), the Employee will not be entitled to any
payments pursuant to this Section 10(c).  






	     (ii) 	  	
For purposes of this Section 10(c), “the Employee’s monthly base
salary” shall mean the Employee’s monthly base salary as in effect in
the month preceding the month in which the termination becomes effective or as
in effect in the month preceding the Change in Control, whichever is higher. 







	     (iii) 	  	
All payments to the Employee subject to this Section 10(c) shall be paid, in the
sole discretion of the Company, in a lump sum or periodically in accordance with
the Company’s normal payroll practices in effect from time-to-time. All
payments to the Employee subject to this Section 10(c) shall be subject to any
applicable payroll or other taxes required by law to be withheld. 







	     (iv) 	  	
The Employee shall not be required to mitigate the amount of any payment
provided for in this Section 10(c) by seeking other employment or otherwise. The
amount of any payment provided in this Section 10(c) shall not be reduced by any
compensation earned by the Employee as a result of any employment by an
employer. 







	     (v) 	  	
Any termination of the employment of the Employee by the Company without Cause
prior to a Change in Control (as defined in Section 10(b) which occurs at the
request or insistence of any person (other than the Company) in connection with
a Change in Control (as defined in Section 10(b) shall be deemed to be a
termination pursuant to Section 10(a)(ii) hereof and to have occurred after the
Change in Control (as defined in Section 10(b) for purposes of this Section
10(c). 







          11.    Miscellaneous.  



           (a)    Successors and Assigns.   This
Agreement may not be assigned by the Employee. Except as provided in the next
sentence, this Agreement may not be assigned by the Company without the
Employee’s consent, which consent shall not be unreasonably withheld. In
any event, the Company may assign this Agreement without the consent of the
Employee in connection with a merger, consolidation, assignment, sale or other
disposition of substantially all of its assets or business or the assets or
business of a division of the Company, provided that the Company obtains from
any such acquiror of or successor to its business or assets (a
“Successor”) an express written assumption and agreement to perform
this Agreement in the same manner and to the same extent that the 





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Company would be required to perform
it if no such succession or acquisition had taken place. Failure of the Company to obtain
such agreement prior to the effectiveness of any such succession or acquisition shall be
a breach of this Agreement and shall entitle the Employee to compensation from the
Company in the same amount and on the same terms as the Employee would be entitled
hereunder if the Employee terminated his employment after a Change in Control for Good
Reason, except that, for purposes of implementing the foregoing, the date on which any
such succession or acquisition becomes effective shall be deemed the date that the
termination of the Employee’s employment becomes effective. As used in this
Agreement, “Company” shall mean the Company and any Successor which executes
and delivers the agreement provided for in this Section 11(a) or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.  



           (b)    Modification.   This
Agreement may be modified or amended only by a writing signed by each of the
parties hereto. 



           (c)    Governing Law.   The
laws of the State of Minnesota shall govern the validity, construction, and
performance of this Agreement. 



           (d)    Construction.   Wherever
possible, each provision of this Agreement shall be interpreted so that it is
valid under applicable law. If any provision of this Agreement is to any extent
invalid under applicable law in any jurisdiction, that provision shall still be
effective to the extent it remains valid. The remainder of this Agreement also
shall continue to be valid, and the entire Agreement shall continue to be valid
in other jurisdictions. 



           (e)    Non-Waiver.   No
failure or delay by any of the parties hereto in exercising any right or remedy
under this Agreement shall waive any provision of this Agreement. Any single or
partial exercise by either of the parties hereto of any right or remedy under
this Agreement shall not preclude the party from otherwise or further exercising
its rights or remedies, or any other rights or remedies granted by any law or
any related document. 



           (f)    Captions.   The headings in this Agreement are for convenience only and
shall not affect the interpretation of this Agreement. 



           (g)    Notices.   All notices and other communications required or permitted under
this Agreement shall be in writing and hand delivered or sent by registered
first-class mail, postage prepaid. Such notices and other communication shall be
effective upon receipt if hand delivered and shall be effective five (5)
business days after mailing if sent by mail to the following addresses, or such
other addresses as either party shall have notified the other party: 


	If to the Company:  	   	Vascular Solutions, Inc.  	   
	   	   	6464 Sycamore Court  	   
	   	   	Minneapolis, Minnesota 55369  	   
	   	   	Attention: Chief Executive Officer  	   
	If to the Employee:  	   
	   	   	_________________  	   
	   	   	_________________  	   
	   	   	_________________  	   







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IN WITNESS WHEREOF, the Company and
the Employee have executed this Agreement as of the date first above written. 



	 	 	 	 	 	 
	   		VASCULAR SOLUTIONS, INC.
	

Date:   ____________, 2004		

By:  	 	   	 
	 	

		Howard Root
Its: Chief Executive Officer	 
	   		

EMPLOYEE
	

Date:   ____________, 2004		

By:  	 	

   	 
	 	

		Howard Root
Its: Chief Executive Officer	 
























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