FOR THAT YEAR.
ANY
BONUS UNDER THIS SECTION 3(A) FOR FISCAL 2008 WILL BE UNDER THE TERMS OF THE
ANGEION 2008 BONUS PROGRAM ON A PRO RATA BASIS FROM THE EMPLOYMENT DATE THROUGH
OCTOBER 31, 2008.
THE ANGEION 2008 BONUS PROGRAM HAS NOT YET BEEN FINALIZED BY
THE ANGEION COMPENSATION COMMITTEE AND BOARD OF DIRECTORS.
(B)
YOU WILL BE GRANTED A COMBINATION OF STOCK OPTIONS AND RESTRICTED
STOCK GRANTS IN AN AMOUNT COMMENSURATE WITH YOUR POSITION.
4.
FRINGE BENEFITS.
(A)
YOU WILL BE ELIGIBLE TO PARTICIPATE IN ANY AND ALL COMPANY
SPONSORED INSURANCE (INCLUDING MEDICAL, DENTAL, LIFE AND DISABILITY INSURANCE),
RETIREMENT, AND OTHER FRINGE BENEFIT PROGRAMS THAT IT MAINTAINS FOR ITS
EXECUTIVE OFFICERS, SUBJECT TO AND ON A BASIS CONSISTENT WITH THE TERMS OF EACH
SUCH PLAN OR PROGRAM.
(b)
You will be eligible for 20 PTO days per calendar year (or such
greater amount as may be granted by the Company), accrued in accordance with
Company policy.
You may accrue up to a maximum of 30 PTO days and may carry
forward 20 PTO days from calendar year to year.
Any accrued but unused PTO time
will be paid on any termination in accordance with Company policy.
You will
also be entitled to paid holidays in accordance with such policies as may be
implemented from time to time by the Company for management-level employees
generally.
(C)
THE COMPANY DOES NOT GUARANTEE THE ADOPTION OR CONTINUANCE OF ANY
PARTICULAR EMPLOYEE BENEFIT DURING YOUR EMPLOYMENT, AND NOTHING IN THIS
AGREEMENT IS INTENDED TO, OR WILL IN ANY WAY, RESTRICT THE RIGHT OF THE COMPANY,
TO AMEND, MODIFY OR TERMINATE ANY OF ITS BENEFITS DURING YOUR EMPLOYMENT.
5.
EXPENSES.
DURING THE TERM OF YOUR EMPLOYMENT, THE COMPANY WILL
REIMBURSE YOU FOR YOUR REASONABLE TRAVEL AND OTHER EXPENSES INCIDENT TO YOUR
RENDERING OF SERVICES IN CONFORMITY WITH ITS REGULAR POLICIES REGARDING
REIMBURSEMENT OF EXPENSES AS IN EFFECT FROM TIME TO TIME.
PAYMENTS TO YOU UNDER
THIS PARAGRAPH WILL BE MADE UPON PRESENTATION OF EXPENSE VOUCHERS IN SUCH DETAIL
AS THE COMPANY MAY FROM TIME TO TIME REASONABLY REQUIRE.
6.
TERM AND TERMINATION.
(A)
TERM.
YOUR EMPLOYMENT WITH THE COMPANY WILL CONTINUE UNLESS AND
UNTIL TERMINATED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(B)
TERMINATION.
YOUR EMPLOYMENT UNDER THIS AGREEMENT MAY BE
TERMINATED AS FOLLOWS:
2
(I)
BY YOUR RESIGNATION UPON 60 DAYS PRIOR WRITTEN NOTICE TO THE
COMPANY.
(II)
BY THE COMPANY FOR CAUSE (AS DEFINED IN THIS AGREEMENT)
IMMEDIATELY UPON WRITTEN NOTICE TO YOU.
(III)
BY THE COMPANY FOR ANY REASON AND AT ANY TIME UPON 60 DAYS PRIOR
WRITTEN NOTICE TO YOU.
(IV)
BY THE COMPANY AT ANY TIME IN THE EVENT OF YOUR DISABILITY (AS
DEFINED IN THIS AGREEMENT).
(C)
DEATH.
THIS AGREEMENT WILL AUTOMATICALLY TERMINATE UPON YOUR
DEATH.
7.
CONSEQUENCES OF TERMINATION.
(A)
TERMINATION FOR CAUSE; RESIGNATION PRIOR TO CHANGE IN CONTROL OR
MORE THAN 18 MONTHS AFTER CHANGE IN CONTROL.
IF YOUR EMPLOYMENT IS TERMINATED
AT ANY TIME BY THE COMPANY FOR CAUSE OR IF YOU