or impairment.
15.
GENERAL PROVISIONS.
(A)
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED EXCEPT BY A WRITTEN
AGREEMENT SIGNED BY BOTH OF US.
(B)
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)
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)
THIS AGREEMENT HAS BEEN MADE IN AND SHALL 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.
(E)
NO FAILURE ON THE PART OF EITHER PARTY TO EXERCISE, AND NO DELAY
IN EXERCISING, ANY RIGHT OR REMEDY UNDER THIS AGREEMENT WILL OPERATE AS A
WAIVER; NOR WILL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT OR REMEDY PRECLUDE
ANY OTHER OR FURTHER EXERCISE OF ANY RIGHT OR REMEDY.
(F)
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
AND/OR ADDRESSES AS MAY BE SPECIFIED BY WRITTEN NOTICE TO THE OTHER PARTY):
10
If to Angeion Corporation:
Angeion Corporation
Attention:
Sheryl A. Rapheal, Vice President Human Resources and Administration
350 Oak Grove Parkway
St. Paul, MN 55127
If to William J. Kullback:
William J. Kullback
18020 33rd Place North
Plymouth, MN 55447
(G)
THIS AGREEMENT, THE CHANGE-IN-CONTROL AGREEMENT AND THE STOCK
OPTION AGREEMENTS ANCILLARY HERETO, CONTAINS OUR ENTIRE UNDERSTANDING AND
AGREEMENT WITH RESPECT TO THESE MATTERS AND SUPERSEDES ALL PREVIOUS AGREEMENTS,
DISCUSSIONS, OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, BETWEEN OR ON THE SAME
SUBJECTS.
(H)
IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS HELD
UNENFORCEABLE, THAT PROVISION WILL BE SEVERED AND SHALL NOT AFFECT THE VALIDITY
OR ENFORCEABILITY OF THE REMAINING PROVISIONS.
IN THE EVENT ANY PROVISION IS
HELD TO BE OVERBROAD, THAT PROVISION SHALL BE DEEMED AMENDED TO NARROW ITS
APPLICATION TO THE EXTENT NECESSARY TO RENDER THE PROVISION ENFORCEABLE
ACCORDING TO APPLICABLE LAW.
(I)
ALL TERMS OF THIS AGREEMENT INTENDED TO BE OBSERVED AND PERFORMED
AFTER THE TERMINATION OF THIS AGREEMENT WILL SURVIVE SUCH TERMINATION AND WILL
CONTINUE IN FULL FORCE AND EFFECT THEREAFTER, INCLUDING WITHOUT LIMITATION,
SECTION 7, CONSEQUENCE OF TERMINATION; SECTION 8, NO MITIGATION; SECTION 9,
PROPERTY RIGHTS, CONFIDENTIALITY, NON-SOLICIT AND NON-COMPETE PROVISIONS;
SECTION 10, ARBITRATION; SECTION 11, DEFINITIONS; AND SECTION 12, GENERAL
PROVISIONS.
(J)
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY
AND IN NO WAY RESTRICT OR OTHERWISE AFFECT THE CONSTRUCTION