Exhibit 10.1 





January
31, 2013 


Wesley
W. Winnekins

2135 Troy Lane North

Plymouth, MN 55447 


Dear
Wes: 


We
are very pleased you are considering joining the MGC Diagnostics Corporation
Team! The purpose of this letter is to extend an offer of employment. Carefully
review the information enclosed and if you are in agreement signify your
acceptance by signing the signature page and return it to me within three days.



	
  

 	
  

 
	
 Position:

 	
 Executive
 Vice President, Finance and Corporate Development, reporting to Gregg 0.
 Lehman, Ph.D., CEO and President. You will also serve as Chief Financial
 Officer of MGC Diagnostics Corporation. 

 
	
  

 	
  

 
	
 Date
 of Hire:

 	
 February
 1, 2013 

 
	
  

 	
  

 
	
 Base
 Salary:

 	
 $215,000
 annually; (equivalent to $8,269.24 bi-weekly) 

 
	
  

 	
  

 
	
 Equity:

 	
 12,000
 restricted shares which will vest in one-third installments on the first,
 second and third anniversary of your start date. 

 
	
  

 	
  

 
	
 Bonus:

 	
 You
 are entitled to participate in the 2013 Senior Executive Bonus program which
 compensates you 25% of base salary upon the MGC Diagnostics achieving its
 corporate revenue and EBIT objectives at “Target”; and, contingent upon your
 achievement of your position objectives. 

 
	
  

 	
  

 
	
 Expenses:

 	
 Expenses
 are reimbursed pursuant to the Company’s travel and expense reimbursement
 policies. 

 
	
  

 	
  

 
	
 Performance Review:

 	
 An
 annual performance evaluation will take place on or around December 1, 2013;
 and, annually thereafter. 

 
	
  

 	
  

 
	
 Benefits:

 	
 As
 an employee of MGC DIAGNOSTICS Corporation, you are eligible to participate
 in the Company’s benefit programs. New employees are eligible to participate
 in the Company’s medical and dental benefit coverage upon completion of
 thirty days of employment. The Company agrees that you will accrue PTO (paid
 time off) at a rate equivalent to that of other Executive Vice Presidents
 which is 200 hours per year. 

 


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 MGC
 Diagnostics’ benefit program is available for review on-line at
 HRConnection.com. User name: _________ Password is ________. These are case
 sensitive. 

 
	
  

 	
  

 
	
 Change
 in Control: 

 	
 The
 Company’s Board of Directors will authorize a Change in Control agreement be
 issued to you effective with your date of hire.

 
	
  

 	
  

 
	
 Pre-employment
 

 	
  

 
	
 Conditions:

 	
 This
 offer is contingent upon signing and returning the enclosed employment offer;
 signing and returning a non-disclosure form; signing and returning the
 Company’s Code of Conduct policy statement; and, successful completion of a
 background and reference check. 

 
	
  

 	
  

 
	
  

 	
 In
 consideration of accepting employment with the MGC Diagnostics Corporation,
 you confirm that you are not constrained by any existing non-compete
 agreements from accepting employment and are not in violation of any
 non-compete obligations with present or past employers. 

 
	
  

 	
  

 
	
  

 	
 You
 also acknowledge that this offer letter, along with the final form of any
 referenced documents, represents the entire agreement between you and the
 Company and that no verbal or written agreements, promises or representations
 that are not specifically stated in this offer, are or will be binding upon
 the Company. 

 
	
  

 	
  

 
	
  

 	
 In
 accepting this offer, you agree to keep the content confidential and not to
 discuss or disclose any of its content with other individuals outside of your
 immediate family or personal legal counsel. 

 



          Wes,
congratulations! We are looking forward to you joining our team! If you have
any questions regarding benefits or other aspects of employment, please do not
hesitate to contact me or Gregg Lehman, Ph.D. CEO and President. 


Kindest
regards, 





Sheryl A. Rapheal,

Chief
Compliance Officer & 
Vice
President of Human Resources and Administration 


Enclosures:
4 


	
  

 	
  

 	
  

 
	
 Signatures:

 	
  

 
	
  

 	
  

 	
  

 
	
  



 	
 /s/ Wesley
 W. Winnekins



 	
  

 
	
 Wesley
 W. Winnekins 

 	
  

 
	
 EVP,
 Finance and Business Development 

 	
  

 
	
  

 	
  

 	
  

 
	
  



 	
 /s/ Gregg O.
 Lehman



 	
  

 
	
 Gregg
 O. Lehman, Ph.D. 

 	
  

 
	
 Chief
 Executive Officer and President 

 	
  

 


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