As filed with the Securities and Exchange Commission on May 21, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ANGEION CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA
(State of incorporation)
41-1579150
(I.R.S. Employer
Identification No.)
3650 Annapolis Lane, Suite 170
Plymouth, Minnesota 55447-5434
(612) 550-9388
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
1993 STOCK INCENTIVE PLAN AND
CERTAIN NON-PLAN OPTIONS
(Full title of the plans)
DAVID L. CHRISTOFFERSON
ANGEION CORPORATION
3650 ANNAPOLIS LANE, SUITE 170
PLYMOUTH, MINNESOTA 55447-5434
(612) 550-9388
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered (1) per share(2) offering price(2) fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share (3). . . 1,603,198 shares $9.9375 $15,127,092.63 $5,216.24
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number
of additional shares as may be issuable as a result of anti-dilution
provisions described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated as follows: (i) with respect to options
to purchase shares previously granted pursuant to non-plan options, on
the basis of the weighted average exercise price of such option grants
and (ii) with respect to options and incentive awards granted and to be
granted under the 1993 Plan, on the basis of the average between the
high and low reported sales prices of the Registrant's Common Stock on
May 15, 1996 on the national over-the-counter market, as reported by
the Nasdaq National Market.
(3) Each share of Common Stock includes a right to purchase a fractional
share of the Registrant's Series B Junior Preferred Stock, $.01 par
value.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Angeion Corporation (the "Company") (File No.
0-17019) are incorporated by reference in this Registration Statement: (1) the
Company's Annual Report on Form 10-K for the year ended July 31, 1995; (2) the
Company's Quarterly Reports on Form 10-Q for the periods ended October 31, 1995
and January 31, 1996; (3) the Company's Current Report on Form 8-K, dated
October 31, 1995; (4) the Company's Current Report on Form 8-K, dated April 8,
1996, as amended on May 17, 1996; (5) all other reports filed by the Company
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since July 31, 1995; (6) the description of the
Company's Common Stock contained in its Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description; and (7) the description of the Company's Series B Junior Preferred
Stock and rights to purchase Series B Junior Preferred Stock contained in its
Registration Statement on Form 8-A, including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
The financial statements of Angeion Corporation incorporated by
reference in this Registration Statement have been audited by KPMG Peat Marwick
LLP, independent certified public accountants, for the periods indicated in
their report thereon which is incorporated by reference in the Annual Report on
Form 10-K for the year ended July 31, 1995. The financial statements audited by
KPMG Peat Marwick LLP have been incorporated herein by reference in reliance on
their report given on their authority as experts in accounting and auditing. To
the extent that KPMG Peat Marwick LLP audits and reports on the financial
statements of Angeion Corporation issued at future dates, and consents to the
use of their reports thereon, such financial statements also will be
incorporated by reference in the Registration Statement in reliance upon their
reports and said authority.
Item 4. Description of Securities.
Not applicable -- the Company's Common Stock and Series B Junior
Preferred Stock have been registered under Section 12 of the Exchange Act as
described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
Article V of the Company's Amended Bylaws provides that directors,
officers, employees and agents, past or present, of the Company, and persons
serving as such of another corporation or entity at the request of the Company,
shall be indemnified by the Company to the fullest extent permitted by
applicable state law.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy favor of the Company.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
4.1 Articles of Merger, including Amended and Restated Articles of
Incorporation of the Company (incorporated by reference to Exhibit 3A
contained in Form 8-A (File No. 0- 17019)).
4.2 Amended Bylaws of the Company (incorporated by reference to Exhibit 3B
to the Company's Registration Statement on Form S-4 (File No.
33-20761)).
4.3 Amended Form of the Company's Common Stock Certificate (incorporated by
reference to Exhibit 4A contained in the registration statement on Form
8-A (File No. 0-17019)).
4.4 Form of Rights Agreement, dated as of April 8, 1996, between Angeion
Corporation and Norwest Bank Minnesota, N.A. (incorporated by reference
to Exhibit 1 to the Company's Registration Statement on Form 8-A).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
24.1 Power of Attorney (included on page 5 of this Registration Statement).
99.1 1993 Stock Incentive Plan, as amended.
99.2 Option Agreement, dated September 5, 1995, between the Company and
David L. Christofferson.
99.3 Option Agreement, dated July 31, 1995, between the Company and T.V.
Rao.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on May 21, 1996.
ANGEION CORPORATION
By: /s/ Whitney A. McFarlin
Whitney A. McFarlin
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Whitney A. McFarlin and David L.
Christofferson and each or any one of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on May 21, 1996
in the capacities indicated.
Signature Title
/s/ Whitney A. McFarlin Chairman of the Board, President and Chief
Whitney A. McFarlin Executive Officer (principal executive
officer)
/s/ David L. Christofferson Vice President, Chief Financial Officer
David L. Christofferson (principal financial and accounting officer)
and Secretary
/s/ Joseph C. Kiser, M.D. Director
Joseph C. Kiser, M.D.
/s/ Lyle D. Joyce, M.D., Ph.D. Director
Lyle D. Joyce, M.D., Ph.D.
/s/ Donald Maurer Director
Donald Maurer
/s/ Arnold A. Angeloni Director
Arnold A. Angeloni
/s/ Dennis E. Evans Director
Dennis E. Evans
/s/ Glen Taylor Director
Glen Taylor
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit
<S> <C> <C>
4.1 Articles of Merger, including Amended Restated Articles
of Incorporation of the Company (incorporated by reference
to Exhibit 3A contained in Form 8-A (File No. 0-17019)).
4.2 Amended Bylaws of the Company (incorporated by reference
to Exhibit 3B to the Company's Registration Statement on
Form S-4 (File No. 33-20761)).
4.3 Amended Form of the Company's Common Stock Certificate
(incorporated by reference to Exhibit 4A contained in the
registration statement on Form 8-A (File No. 0-17019)).
4.4 Form of Rights Agreement, dated as of April 8, 1996,
between Angeion Corporation and Norwest Bank
Minnesota, N.A. (incorporated by reference to Exhibit
1 to the Company's Registration Statement on Form 8-A).
5.1 Opinion and Consent of Oppenheimer
Wolff & Donnelly................................................ Filed herewith, page ____.
23.1 Consent of Oppenheimer Wolff & Donnelly
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, Independent
Certified Public Accountants.................................... Filed herewith, page ____.
24.1 Power of Attorney (included on page 5 of this
Registration Statement).
99.1 1993 Stock Incentive Plan, as amended........................... Filed herewith, page ____.
99.2 Option Agreement, dated September 5, 1995, between
the Company and David L. Christofferson......................... Filed herewith, page ____.
99.3 Option Agreement, dated July 31, 1995, between
the Company and T.V. Rao........................................ Filed herewith, page ____.
</TABLE>
EXHIBIT 5.1
May 21, 1996
Angeion Corporation
3650 Annapolis Lane, Suite 170
Plymouth, MN 55447-5434
RE: ANGEION CORPORATION - REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We are acting as counsel to Angeion Corporation, a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 1,603,198
shares of the Company's Common Stock, par value $.01 per share (the "Shares"),
pursuant to the Company's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on May 21, 1996 (the "Registration
Statement").
In this connection, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates and
written and oral statements of officers and accountants of the Company and of
public officials, and other documents that we have considered necessary and
appropriate for this opinion and, based thereon, we advise you that, in our
opinion:
1. The Company has corporate authority to issue the Shares
in the manner and under the terms set forth in the
Registration Statement.
2. The 1,478,198 shares of Common Stock that are being
registered for sale by the Company under the Registration
Statement pursuant to the Company's 1993 Stock Incentive
Plan (the "1993 Plan") referred to in the Registration
Statement have been duly authorized and, when issued,
delivered and paid for in accordance with the 1993 Plan
referred to in the Registration Statement, will be
validly issued, fully paid and nonassessable.
3. The 125,000 shares of Common Stock that are being
registered for sale by the Company under the Registration
Statement pursuant to certain non-plan options referred
to in the Registration Statement have been duly
authorized and, when issued, delivered and paid for in
accordance with the certain non-plan options referred to
in the Registration Statement, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Angeion Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Incorporation of Documents by
Reference" in the Registration Statement.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 20, 1996
ANGEION CORPORATION
1993 STOCK INCENTIVE PLAN, AS AMENDED
1. Purpose of Plan.
The purpose of the Angeion Corporation 1993 Stock Incentive Plan (the
"Plan") is to advance the interests of Angeion Corporation (the "Company") and
its shareholders by enabling the Company and its Subsidiaries to attract and
retain persons of ability to perform services for the Company and its
Subsidiaries by providing an incentive to such individuals through equity
participation in the Company and by rewarding such individuals who contribute to
the achievement by the Company of its economic objectives.
2. Definitions.
The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Broker Exercise Notice" means a written notice pursuant to which a
Participant, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer.
2.3 "Change in Control" means an event described in Section 11.1 of the
Plan.
2.4 "Code" means the Internal Revenue Code of 1986, as amended.
2.5 "Committee" means the group of individuals administering the Plan,
as provided in Section 3 of the Plan.
2.6 "Common Stock" means the common stock of the Company, par value
$.01 per share, or the number and kind of shares of stock or other securities
into which such Common Stock may be changed in accordance with Section 4.3 of
the Plan.
2.7 "Disability" means the disability of the Participant such as would
entitle the Participant to receive disability income benefits pursuant to the
long-term disability plan of the Company or Subsidiary then covering the
Participant or, if no such plan exists or is applicable to the Participant, the
permanent and total disability of the Participant within the meaning of Section
22(e)(3) of the Code.
2.8 "Eligible Recipients" means all employees (including, without
limitation, officers and directors who are also employees) of the Company or any
Subsidiary and any non-employee consultants and independent contractors of the
Company or any Subsidiary.
2.9 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.10 "Fair Market Value" means, with respect to the Common Stock, the
following:
(a) If the Common Stock is listed or admitted to unlisted
trading privileges on any national securities exchange or is not so
listed or admitted but transactions in the Common Stock are reported on
the NASDAQ National Market System, the mean between the reported high
and low sale prices of the Common Stock on such exchange or by the
NASDAQ National Market System as of such date (or, if no shares were
traded on such day, as of the next preceding day on which there was
such a trade).
(b) If the Common Stock is not so listed or admitted to
unlisted trading privileges or reported on the NASDAQ National Market
System, and bid and asked prices therefor in the over-the-counter
market are reported by the NASDAQ System or the National Quotation
Bureau, Inc. (or any comparable reporting service), the mean of the
closing bid and asked prices as of such date, as so reported by the
NASDAQ System, or, if not so reported thereon, as reported by the
National Quotation Bureau, Inc. (or such comparable reporting service).
(c) If the Common Stock is not so listed or admitted to
unlisted trading privileges, or reported on the NASDAQ National Market
System, and such bid and asked prices are not so reported, such price
as the Committee determines in good faith in the exercise of its
reasonable discretion. The Committee shall not be required to obtain an
appraisal within six months of the adoption of the Plan. The
Committee's determination as to the current value of the Common Stock
shall be final, conclusive and binding for all purposes and on all
persons, including, without limitation, the Company, the shareholders
of the Company, the Participants and their respective
successors-in-interest. No member of the Board of the Committee shall
be liable for any determination regarding current value of the Common
Stock that is made in good faith.
2.11 "Incentive Award" means an Option, Restricted Stock Award or
Performance Unit granted to an Eligible Recipient pursuant to the Plan.
2.12 "Incentive Stock Option" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.
2.13 "Non-Statutory Stock Option" means a right to purchase Common
Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that
does not qualify as an Incentive Stock Option.
2.14 "Option" means an Incentive Stock Option or a Non- Statutory Stock
Option.
2.15 "Participant" means an Eligible Recipient who receives one or more
Incentive Awards under the Plan.
2.16 "Performance Unit" means a right granted to an Eligible Recipient
pursuant to Section 8 of the Plan to receive a payment from the Company, in the
form of stock, cash or a combination of both, upon the achievement of
established performance goals.
2.17 "Previously Acquired Shares" means shares of Common Stock that are
already owned by the Participant or, with respect to any Incentive Award, that
are to be issued upon the grant, exercise or vesting of such Incentive Award.
2.18 "Restricted Stock Award" means an award of Common Stock granted to
an Eligible Recipient pursuant to Section 7 of the Plan that is subject to the
restrictions on transferability and the risk of forfeiture imposed by the
provisions of such Section 7.
2.19 "Retirement" means termination of employment or service pursuant
to and in accordance with the regular (or, if approved by the Board for purposes
of the Plan, early) retirement/pension plan or practice of the Company or
Subsidiary then covering the Participant, provided that if the Participant is
not covered by any such plan or practice, the Participant will be deemed to be
covered by the Company's plan or practice for purposes of this determination.
2.20 "Securities Act" means the Securities Act of 1933, as amended.
2.21 "Subsidiary" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.
2.22 "Tax Date" means the date any withholding tax obligation arises
under the Code for a Participant with respect to an Incentive Award.
3. Plan Administration.
3.1 The Committee. So long as the Company has a class of its equity
securities registered under Section 12 of the Exchange Act, the Plan will be
administered by a committee (the "Committee") consisting solely of not less than
two members of the Board who are "disinterested persons" within the meaning of
Rule 16b-3 under the Exchange Act. To the extent consistent with corporate law,
the Committee may delegate to any officers of the Company the duties, power and
authority of the Committee under the Plan pursuant to such conditions or
limitations as the Committee may establish; provided, however, that only the
Committee may exercise such duties, power and authority with respect to Eligible
Recipients who are subject to Section 16 of the Exchange Act. Each
determination, interpretation or other action made or taken by the Committee
pursuant to the provisions of the Plan will be conclusive and binding for all
purposes and on all persons, and no member of the Committee will be liable for
any action or determination made in good faith with respect to the Plan or any
Incentive Award granted under the Plan.
3.2 Authority of the Committee.
(a) In accordance with and subject to the provisions of the
Plan, the Committee will have the authority to determine all provisions
of Incentive Awards as the Committee may deem necessary or desirable
and as consistent with the terms of the Plan, including, without
limitation, the following: (i) the Eligible Recipients to be selected
as Participants; (ii) the nature and extent of the Incentive Awards to
be made to each Participant (including the number of shares of Common
Stock to be subject to each Incentive Award, any exercise price, the
manner in which Incentive Awards will vest or become exercisable and
whether Incentive Awards will be granted in tandem with other Incentive
Awards) and the form of written agreement, if any, evidencing such
Incentive Award; (iii) the time or times when Incentive Awards will be
granted; (iv) the duration of each Incentive Award; and (v) the
restrictions and other conditions to which the payment or vesting of
Incentive Awards may be subject. In addition, the Committee will have
the authority under the Plan in its sole discretion to pay the economic
value of any Incentive Award in the form of cash, Common Stock or any
combination of both.
(b) The Committee will have the authority under the Plan to
amend or modify the terms of any outstanding Incentive Award in any
manner, including, without limitation, the authority to modify the
number of shares or other terms and conditions of an Incentive Award,
extend the term of an Incentive Award, accelerate the exercisability or
vesting or otherwise terminate any restrictions relating to an
Incentive Award, accept the surrender of any outstanding Incentive
Award or, to the extent not previously exercised or vested, authorize
the grant of new Incentive Awards in substitution for surrendered
Incentive Awards; provided, however that the amended or modified terms
are permitted by the Plan as then in effect and that any Participant
adversely affected by such amended or modified terms has consented to
such amendment or modification. No amendment or modification to an
Incentive Award, however, whether pursuant to this Section 3.2 or any
other provisions of the Plan, will be deemed to be a regrant of such
Incentive Award for purposes of this Plan.
(c) In the event of (i) any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock
dividend, stock split, combination of shares, rights offering,
extraordinary dividend or divestiture (including a spin-off) or any
other change in corporate structure or shares, (ii) any purchase,
acquisition, sale or disposition of a significant amount of assets or a
significant business, (iii) any change in accounting principles or
practices, or (iv) any other similar change, in each case with respect
to the Company or any other entity whose performance is relevant to the
grant or vesting of an Incentive Award, the Committee (or, if the
Company is not the surviving corporation in any such transaction, the
board of directors of the surviving corporation) may, without the
consent of any affected Participant, amend or modify the vesting
criteria of any outstanding Incentive Award that is based in whole or
in part on the financial performance of the Company (or any Subsidiary
or division thereof) or such other entity so as equitably to reflect
such event, with the desired result that the criteria for evaluating
such financial performance of the Company or such other entity will be
substantially the same (in the sole discretion of the Committee or the
board of directors of the surviving corporation) following such event
as prior to such event; provided, however, that the amended or modified
terms are permitted by the Plan as then in effect.
4. Shares Available for Issuance.
4.1 Maximum Number of Shares Available. Subject to adjustment as
provided in Section 4.3 of the Plan, the maximum number of shares of Common
Stock that will be available for issuance under the Plan will be 1,750,000
shares of Common Stock in addition to any shares of Common Stock which, as of
the date the Plan is approved by the shareholders of the Company, are reserved
for issuance under either the Company's 1988 Stock Option Plan or 1989 Omnibus
Stock Option Plan and which are not thereafter issued.
4.2 Accounting for Incentive Awards. Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Incentive Awards will
be applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan. Any shares of Common Stock that are
subject to an Incentive Award that lapses, expires, is forfeited or for any
reason is terminated unexercised or unvested and any shares of Common Stock that
are subject to an Incentive Award that is settled or paid in cash or any form
other than shares of Common Stock will automatically again become available for
issuance under the Plan. Any shares of Common Stock that constitute the
forfeited portion of a Restricted Stock Award, however, will not become
available for further issuance under the Plan.
4.3 Adjustments to Shares and Incentive Awards. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the number and kind of
securities available for issuance under the Plan and, in order to prevent
dilution or enlargement of the rights of Participants, the number, kind and,
where applicable, exercise price of securities subject to outstanding Incentive
Awards.
5. Participation.
Participants in the Plan will be those Eligible Recipients who, in the
judgment of the Committee, have contributed, are contributing or are expected to
contribute to the achievement of economic objectives of the Company or its
Subsidiaries. Eligible Recipients may be granted from time to time one or more
Incentive Awards, singly or in combination or in tandem with other Incentive
Awards, as may be determined by the Committee in its sole discretion. Incentive
Awards will be deemed to be granted as of the date specified in the grant
resolution of the Committee, which date will be the date of any related
agreement with the Participant.
6. Options.
6.1 Grant. An Eligible Recipient may be granted one or more Options
under the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee in its sole discretion. The Committee may designate whether an Option
is to be considered an Incentive Stock Option or a Non-Statutory Stock Option.
6.2 Exercise Price. The per share price to be paid by a Participant
upon exercise of an Option will be determined by the Committee in its discretion
at the time of the Option grant, provided that (a) such price will not be less
than 100% of the Fair Market Value of one share of Common Stock on the date of
grant with respect to an Incentive Stock Option (110% of the Fair Market Value
if, at the time the Incentive Stock Option is granted, the Participant owns,
directly or indirectly, more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary corporation of the
Company), and (b) such price will not be less than 85% of the Fair Market Value
of one share of Common Stock on the date of grant with respect to a
Non-Statutory Stock Option (100% of the Fair Market Value if, at the time the
Non-Statutory Stock Option is granted, the Participant is subject to Section 16
of the Exchange Act).
6.3 Exercisability and Duration. An Option will become exercisable at
such times and in such installments as may be determined by the Committee in its
sole discretion at the time of grant; provided, however, that no Option may be
exercisable after 10 years from its date of grant.
6.4 Payment of Exercise Price. The total purchase price of the shares
to be purchased upon exercise of an Option will be paid entirely in cash
(including check, bank draft or money order); provided, however, that the
Committee, in its sole discretion and upon terms and conditions established by
the Committee, may allow such payments to be made, in whole or in part, by
tender of a Broker Exercise Notice, Previously Acquired Shares or by a
combination of such methods.
6.5 Manner of Exercise. An Option may be exercised by a Participant in
whole or in part from time to time, subject to the conditions contained in the
Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company (Attention: Secretary) at its principal executive office
in St. Paul, Minnesota and by paying in full the total exercise price for the
shares of Common Stock to be purchased in accordance with Section 6.4 of the
Plan.
7. Restricted Stock Awards.
7.1 Grant. An Eligible Recipient may be granted one or more Restricted
Stock Awards under the Plan, and such Restricted Stock Awards will be subject to
such terms and conditions, consistent with the other provisions of the Plan, as
may be determined by the Committee in its sole discretion. The Committee may
impose such restrictions or conditions, not inconsistent with the provisions of
the Plan, to the vesting of such Restricted Stock Awards as it deems
appropriate, including, without limitation, that the Participant remain in the
continuous employ or service of the Company or a Subsidiary for a certain period
or that the Participant or the Company (or any Subsidiary or division thereof)
satisfy certain performance goals or criteria.
7.2 Rights as a Shareholder; Transferability. Except as provided in
Sections 7.1, 7.3 and 12.3 of the Plan, a Participant will have all voting,
dividend, liquidation and other rights with respect to shares of Common Stock
issued to the Participant as a Restricted Stock Award under this Section 7 upon
the Participant becoming the holder of record of such shares as if such
Participant were a holder of record of shares of unrestricted Common Stock.
7.3 Dividends and Distributions. Unless the Committee determines
otherwise in its sole discretion (either in the agreement evidencing the
Restricted Stock Award at the time of grant or at any time after the grant of
the Restricted Stock Award), any dividends or distributions (including regular
quarterly cash dividends) paid with respect to shares of Common Stock subject to
the unvested portion of a Restricted Stock Award will be subject to the same
restrictions as the shares to which such dividends or distributions relate. In
the event the Committee determines not to pay such dividends or distributions
currently, the Committee will determine in its sole discretion whether any
interest will be paid on such dividends or distributions. In addition, the
Committee in its sole discretion may require such dividends and distributions to
be reinvested (and in such case the Participants consent to such reinvestment)
in shares of Common Stock that will be subject to the same restrictions as the
shares to which such dividends or distributions relate.
7.4 Enforcement of Restrictions. To enforce the restrictions referred
to in this Section 7, the Committee may place a legend on the stock certificates
referring to such restrictions and may require the Participant, until the
restrictions have lapsed, to keep the stock certificates, together with duly
endorsed stock powers, in the custody of the Company or its transfer agent or to
maintain evidence of stock ownership, together with duly endorsed stock powers,
in a certificateless book-entry stock account with the Company's transfer agent.
8. Performance Units.
An Eligible Recipient may be granted one or more Performance Units
under the Plan, and such Performance Units will be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion. The Committee may impose
such restrictions or conditions, not inconsistent with the provisions of the
Plan, to the vesting of such Performance Units as it deems appropriate,
including, without limitation, that the Participant remain in the continuous
employ or service of the Company or any Subsidiary for a certain period or that
the Participant or the Company (or any Subsidiary or division thereof) satisfy
certain performance goals or criteria. The Committee will have the sole
discretion either to determine the form in which payment of the economic value
of vested Performance Units will be made to the Participant (i.e., cash, Common
Stock or any combination thereof) or to consent to or disapprove the election by
the Participant of the form of such payment.
9. Effect of Termination of Employment or Other Service.
9.1 Termination Due to Death, Disability or Retirement. In the event a
Participant's employment or other service with the Company and all Subsidiaries
is terminated by reason of death, Disability or Retirement:
(a) All outstanding Options then held by the Participant will
become immediately exercisable in full and will remain exercisable for
a period of one year (three months in the case of Retirement) after
such termination (but in no event after the expiration date of any such
Option);
(b) All Restricted Stock Awards then held by the Participant
will become fully vested; and
(c) All Performance Units then held by the Participant will
vest and/or continue to vest in the manner determined by the Committee
and set forth in the agreement evidencing such Performance Units.
9.2 Termination for Reasons Other than Death, Disability or Retirement.
(a) In the event a Participant's employment or other service
is terminated with the Company and all Subsidiaries for any reason
other than death, Disability or Retirement, or a Participant is in the
employ or service of a Subsidiary and the Subsidiary ceases to be a
Subsidiary of the Company (unless the Participant continues in the
employ or service of the Company or another Subsidiary), all rights of
the Participant under the Plan and any agreements evidencing an
Incentive Award will immediately terminate without notice of any kind,
and no Options then held by the Participant will thereafter be
exercisable, all Restricted Stock Awards then held by the Participant
that have not vested will be terminated and forfeited, and all
Performance Units then held by the Participant will vest and/or
continue to vest in the manner determined by the Committee and set
forth in the agreement evidencing such Performance Units; provided,
however, that if such termination is due to any reason other than
termination by the Company or any Subsidiary for "cause," all
outstanding Options then held by such Participant will remain
exercisable to the extent exercisable as of such termination for a
period of three months after such termination (but in no event after
the expiration date of any such Option).
(b) For purposes of this Section 9.2, "cause" (as determined
by the Committee) will be as defined in any employment or other
agreement or policy applicable to the Participant or, if no such
agreement or policy exists, will mean (i) dishonesty, fraud,
misrepresentation, embezzlement or deliberate injury or attempted
injury, in each case related to the Company or any Subsidiary, (ii) any
unlawful or criminal activity of a serious nature, (iii) any
intentional and deliberate breach of a duty or duties that,
individually or in the aggregate, are material in relation to the
Participant's overall duties, or (iv) any material breach of any
employment, service, confidentiality or noncompete agreement entered
into with the Company or any Subsidiary.
9.3 Modification of Rights Upon Termination. Notwithstanding the other
provisions of this Section 9, upon a Participant's termination of employment or
other service with the Company and all Subsidiaries, the Committee may, in its
sole discretion (which may be exercised at any time on or after the date of
grant, including following such termination), cause Options (or any part
thereof) then held by such Participant to become or continue to become
exercisable and/or remain exercisable following such termination of employment
or service and Restricted Stock Awards and Performance Units then held by such
Participant to vest and/or continue to vest or become free of transfer
restrictions, as the case may be, following such termination of employment or
service, in each case in the manner determined by the Committee; provided,
however, that no Option may remain exercisable beyond its expiration date.
9.4 Breach of Confidentiality or Noncompete Agreements. Notwithstanding
anything in the Plan to the contrary, in the event that a Participant materially
breaches the terms of any confidentiality or noncompete agreement entered into
with the Company or any Subsidiary, whether such breach occurs before or after
termination of such Participant's employment or other service with the Company
or any Subsidiary, the Committee in its sole discretion may immediately
terminate all rights of the Participant under the Plan and any agreements
evidencing an Incentive Award then held by the Participant without notice of any
kind.
9.5 Date of Termination of Employment or Other Service. Unless the
Committee otherwise determines in its sole discretion, a Participant's
employment or other service will, for purposes of the Plan, be deemed to have
terminated on the date recorded on the personnel or other records of the Company
or the Subsidiary for which the Participant provides employment or other
service, as determined by the Committee in its sole discretion based upon such
records.
10. Payment of Withholding Taxes.
10.1 General Rules. The Company is entitled to (a) withhold and deduct
from future wages of the Participant (or from other amounts that may be due and
owing to the Participant from the Company or a Subsidiary), or make other
arrangements for the collection of, all legally required amounts necessary to
satisfy any and all federal, state and local withholding and employment-related
tax requirements attributable to an Incentive Award, including, without
limitation, the grant, exercise or vesting of, or payment of dividends with
respect to, an Incentive Award or a disqualifying disposition of stock received
upon exercise of an Incentive Stock Option, or (b) require the Participant
promptly to remit the amount of such withholding to the Company before taking
any action, including issuing any shares of Common Stock, with respect to an
Incentive Award.
10.2 Special Rules. The Committee may, in its sole discretion and upon
terms and conditions established by the Committee, permit or require a
Participant to satisfy, in whole or in part, any withholding or
employment-related tax obligation described in Section 10.1 of the Plan by
electing to tender Previously Acquired Shares or a Broker Exercise Notice, or by
a combination of such methods.
11. Change in Control.
11.1 Change in Control. For purposes of this Section 11.1, a "Change in
Control" of the Company will mean the following:
(a) the sale, lease, exchange or other transfer, directly or
indirectly, of substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a person or
entity that is not controlled by the Company,
(b) the approval by the shareholders of the Company of
any plan or proposal for the liquidation or dissolution of the
Company;
(c) a merger or consolidation to which the Company is a party
if the shareholders of the Company immediately prior to effective date
of such merger or consolidation have "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 corporation representing (i) more than 50%, but not more than
80%, 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 Incumbent Directors (as defined in Section 11.2 below),
or (ii) 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
Incumbent Directors);
(d) any person becomes after the effective date of the Plan
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of (A) 20% or more, but not 50% or more,
of the combined voting power of the Company'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 Incumbent Directors, or (B) 50% or more of the combined
voting power of the Company's outstanding securities ordinarily having
the right to vote at elections of directors (regardless of any approval
by the Incumbent Directors);
(e) the Incumbent Directors cease for any reason to
constitute at least a majority of the Board; or
(f) a change in control of the Company of a nature that would
be required to be reported pursuant to Section 13 or 15(d) of the
Exchange Act, whether or not the Company is then subject to such
reporting requirements.
11.2 Incumbent Directors. For purposes of this Section 11, "Incumbent
Directors" of the Company will mean any individuals who are members of the Board
on the effective date of the Plan and any individual who subsequently becomes a
member of the Board whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
comprising the Board on the effective date of the Plan (either by specific vote
or by approval of the Company's proxy statement in which such individual is
named as a nominee for director without objection to such nomination).
11.3 Acceleration of Vesting. Without limiting the authority of the
Committee under Section 3.2 of the Plan, if a Change in Control of the Company
occurs, then, if approved by the Committee in its sole discretion either in an
agreement evidencing an Incentive Award at the time of grant or at any time
after the grant of an Incentive Award, (a) all Options will become immediately
exercisable in full and will remain exercisable for the remainder of their
terms, regardless of whether the Participants to whom such Options have been
granted remain in the employ or service of the Company or any Subsidiary; (b)
all outstanding Restricted Stock Awards will become immediately fully vested;
and (c) all Performance Units then held by the Participant will vest and/or
continue to vest in the manner determined by the Committee and set forth in the
agreement evidencing such Performance Units.
11.4 Cash Payment for Options. If a Change in Control of the Company
occurs, then the Committee, if approved by the Committee in its sole discretion
either in an agreement evidencing an Incentive Award at the time of grant or at
any time after the grant of an Incentive Award, and without the consent of any
Participant effected thereby, may determine that some or all Participants
holding outstanding Options will receive, with respect to some or all of the
shares of Common Stock subject to such Options, as of the effective date of any
such Change in Control of the Company, cash in an amount equal to the excess of
the Fair Market Value of such shares immediately prior to the effective date of
such Change in Control of the Company over the exercise price per share of such
Options.
11.5 Limitation on Change in Control Payments. Notwithstanding anything
in Section 11.3 or 11.4 of the Plan to the contrary, if, with respect to a
Participant, the acceleration of the vesting of an Incentive Award as provided
in Section 11.3 or the payment of cash in exchange for all or part of an
Incentive Award as provided in Section 11.4 (which acceleration or payment could
be deemed a "payment" within the meaning of Section 280G(b)(2) of the Code),
together with any other payments which such Participant has the right to receive
from the Company or any corporation that is a member of an "affiliated group"
(as defined in Section 1504(a) of the Code without regard to Section 1504(b) of
the Code) of which the Company is a member, would constitute a "parachute
payment" (as defined in Section 280G(b)(2) of the Code), then the payments to
such Participant pursuant to Section 11.3 or 11.4 will be reduced to the largest
amount as will result in no portion of such payments being subject to the excise
tax imposed by Section 4999 of the Code; provided, however, that if such
Participant is subject to a separate agreement with the Company or a Subsidiary
which specifically provides that payments attributable to one or more forms of
employee stock incentives or to payments made in lieu of employee stock
incentives will not reduce any other payments under such agreement, even if it
would constitute an excess parachute payment, then the limitations of this
Section 11.5 will, to that extent, not apply.
12. Rights of Eligible Recipients and Participants; Transferability.
12.1 Employment or Service. Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor
confer upon any Eligible Recipient or Participant any right to continue in the
employ or service of the Company or any Subsidiary.
12.2 Rights as a Shareholder. As a holder of Incentive Awards (other
than Restricted Stock Awards), a Participant will have no rights as a
shareholder unless and until such Incentive Awards are exercised for, or paid in
the form of, shares of Common Stock and the Participant becomes the holder of
record of such shares. Except as otherwise provided in the Plan, no adjustment
will be made for dividends or distributions with respect to such Incentive
Awards as to which there is a record date preceding the date the Participant
becomes the holder of record of such shares, except as the Committee may
determine in its discretion.
12.3 Restrictions on Transfer. Except pursuant to testamentary will or
the laws of descent and distribution or as otherwise expressly permitted by the
Plan, no right or interest of any Participant in an Incentive Award prior to the
exercise or vesting of such Incentive Award will be assignable or transferable,
or subjected to any lien, during the lifetime of the Participant, either
voluntarily or involuntarily, directly or indirectly, by operation of law or
otherwise. A Participant will, however, be entitled to designate a beneficiary
to receive an Incentive Award upon such Participant's death, and in the event of
a Participant's death, payment of any amounts due under the Plan will be made
to, and exercise of any Options (to the extent permitted pursuant to Section 9
of the Plan) may be made by, the Participant's legal representatives, heirs and
legatees.
12.4 Non-Exclusivity of the Plan. Nothing contained in the Plan is
intended to modify or rescind any previously approved compensation plans or
programs of the Company or create any limitations on the power or authority of
the Board to adopt such additional or other compensation arrangements as the
Board may deem necessary or desirable.
13. Securities Law and Other Restrictions.
Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue any
shares of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Incentive Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act and any
applicable state securities laws or an exemption from such registration under
the Securities Act and applicable state securities laws, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee, in its sole discretion, deems necessary or advisable. The
Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.
14. Plan Amendment, Modification and Termination
The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable in order that Incentive Awards under the Plan will conform to
any change in applicable laws or regulations or in any other respect the Board
may deem to be in the best interests of the Company; provided, however, that no
amendments to the Plan will be effective without approval of the stockholders of
the Company if stockholder approval of the amendment is then required pursuant
to Rule 16b-3 under the Exchange Act, Section 422 of the Code or the rules of
the National Association of Securities Dealers, Inc. No termination, suspension
or amendment of the Plan may adversely affect any outstanding Incentive Award
without the consent of the affected Participant; provided, however, that this
sentence will not impair the right of the Committee to take whatever action it
deems appropriate under Sections 4.3 and 11 of the Plan.
15. Effective Date and Duration of the Plan
The Plan is effective as of October 6, 1993, the date it was adopted by
the Board. The Plan will terminate at midnight on October 6, 2003, and may be
terminated prior to such time to by Board action, and no Incentive Award will be
granted after such termination. Incentive Awards outstanding upon termination of
the Plan may continue to be exercised, or become free of restrictions, in
accordance with their terms.
16. Miscellaneous
16.1 Governing Law. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Minnesota.
16.2 Successors and Assigns. The Plan will be binding upon
and inure to the benefit of the successors and permitted assigns of
the Company and the Participants.
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into and effective this 5th day of September, 1995
(the "Date of Grant"), by and between Angeion Corporation (the "Company") and
David L. Christofferson (the "Optionee").
RECITALS:
A. The Board of Directors has authorized the Compensation Committee
(the "Committee") to grant this non-statutory stock option in consideration for
the termination of options previously granted to the Optionee under the
Company's 1989 Omnibus Stock Option Plan.
B. The Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to advance the
interests of the Company by granting to the Optionee an option to purchase
shares of common stock of the Company, which option will not qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
AGREEMENT:
In consideration of the mutual covenants and conditions hereinafter set forth,
the parties hereto hereby agree as follows:
I. GRANT OF OPTION.
The Company hereby grants to the Optionee the right, privilege, and option (the
"Option") to purchase 75,000 shares (the "Option Shares") of the Company's
common stock, $.01 par value (the "Common Stock"), according to the terms and
subject to the conditions hereinafter set forth.
II. OPTION EXERCISE PRICE.
The per share price to be paid by the Optionee in the event of an exercise of
the Option shall be $3.50.
III. DURATION OF OPTION AND TIME OF EXERCISE.
A. Period of Exercisability. The Option shall become exercisable with
respect to the Option Shares in three installments. The following table sets
forth the initial dates of exercisability of each installment and the number of
Option Shares as to which this Option will become exercisable on such dates:
Initial Date of Number of Option Shares
Exercisability Available for Exercise
September 5, 1995 37,500
May 1, 1996 18,750
May 1, 1997 18,750
The foregoing rights to exercise this Option will be cumulative with respect to
the Option Shares becoming exercisable on each such date but in no event will
this Option be exercisable after, and this Option will become void and expire as
to all unexercised Option Shares at, 5:00 p.m. (Minneapolis, Minnesota time) on
September 5, 2005 (the "Time of Termination").
B. Termination of Employment or Other Service.
(a) In the event that the Optionee's employment or other service with
the Company is terminated by reason of the Optionee's death, Disability or
Retirement (as such terms are defined below), this Option will become
immediately exercisable in full and will remain exercisable for a period of one
year (three months in the case of Retirement) after such termination (but in no
event will this Option be exercisable after the Time of Termination). For
purposes hereof, "Disability" shall mean the disability of the Optionee such as
would enable the Optionee to receive disability income benefits pursuant to the
long-term disability plan of the Company then covering the Optionee, or if no
such plan exists or is applicable to the Optionee, the permanent and total
disability of the Optionee within the meaning of Section 22(e)(3) of the Code.
For purposes hereof, "Retirement" shall mean the termination of employment or
service pursuant to and in accordance with the regular retirement/pension plan
or practice of the Company then covering the Optionee, provided that if the
Optionee is not covered by any such plan or practice, the Optionee will be
deemed to be covered by the Company's plan or practice for purposes of this
determination.
(b) In the event the Optionee's employment or other service with the
Company is terminated for any reason other than death, Disability or Retirement,
all rights of the Optionee under this Agreement will immediately terminate
without notice of any kind, and this Option will no longer be exercisable;
provided, however, that if such termination is due to any reason other than
termination by the Company for "cause" (as defined below), this Option will
remain exercisable to the extent exercisable as of such termination for a period
of three months after such termination (but in no event will this Option be
exercisable after the Time of Termination). For purposes hereof, "cause" (as
determined by the Committee) will be as defined in any employment or other
agreement or policy applicable to the Optionee or, if no such agreement or
policy exists, will mean (i) dishonesty, fraud, misrepresentation, embezzlement
or deliberate injury or attempted injury, in each case related to the Company,
(ii) any unlawful or criminal activity of a serious nature, (iii) any
intentional and deliberate breach of a duty or duties that, individually or in
the aggregate, are material in relation to the Optionee's overall duties, or
(iv) any material breach of any employment, service, confidentiality or
noncompete agreement entered into with the Company.
C. Change in Control.
(a) If any events constituting a Change in Control (as defined in
Section III.C(c) below) of the Company occur, then, if approved by the Committee
in its sole discretion, this Option will become immediately exercisable in full
and will remain exercisable until the Time of Termination, regardless of whether
the Optionee remains in the employ or service of the Company. In addition, if a
Change in Control of the Company occurs, the Committee, in its sole discretion
and without the consent of the Optionee, may determine that the Optionee will
receive, with respect to some or all of the Option Shares, as of the effective
date of any such Change in Control of the Company, cash in an amount equal to
the excess of the Fair Market Value (as defined in Section III.C(d) below) of
such Option Shares immediately prior to the effective date of such Change in
Control of the Company over the option exercise price per share of this Option.
(b) Notwithstanding anything in this Section III.C. to the contrary,
if, with respect to the Optionee, acceleration of the vesting of this Option or
the payment of cash in exchange for all or part of this Option as provided above
(which acceleration or payment could be deemed a "payment" within the meaning of
Section 280G(b)(2) of the Code), together with any other payments which the
Optionee has the right to receive from the Company or any corporation which is a
member of an "affiliated group" (as defined in Section 1504(a) of the Code
without regard to Section 1504(b) of the Code) of which the Company is a member,
would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the
Code), the payments to the Optionee as set forth herein will be reduced to the
largest amount as will result in no portion of such payments being subject to
the excise tax imposed by Section 4999 of the Code; provided, however, that if
the Optionee is subject to a separate agreement with the Company that
specifically provides that payments attributable to one or more forms of
employee stock incentives or to payments made in lieu of employee stock
incentives will not reduce any other payments under such agreement, even if it
would constitute an excess parachute payment, then the limitations of this
Section III.C(b) will, to that extent, not apply.
(c) Change in Control Defined. For purposes hereof, a "Change in
Control" of the Company will mean the following:
1. the sale, lease, exchange or other transfer, directly or
indirectly, of substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a person or
entity that is not controlled by the Company,
2. the approval by the shareholders of the Company of any plan
or proposal for the liquidation or dissolution of the Company;
3. a merger or consolidation to which the Company is a party
if the shareholders of the Company immediately prior to effective date
of such merger or consolidation have "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 corporation representing (i) more than 50%, but not more than
80%, 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 Incumbent Directors (as defined in Section III.C(e)
below), or (ii) 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 Incumbent Directors);
4. any person becomes after September 5, 1995 the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of (A) 20% or more, but not 50% or more, of the combined
voting power of the Company'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
Incumbent Directors, or (B) 50% or more of the combined voting power of
the Company's outstanding securities ordinarily having the right to
vote at elections of directors (regardless of any approval by the
Incumbent Directors);
5. the Incumbent Directors cease for any reason to constitute
at least a majority of the Board; or
6. a change in control of the Company of a nature that would
be required to be reported pursuant to Section 13 or 15(d) of the
Exchange Act, whether or not the Company is then subject to such
reporting requirements.
(d) Fair Market Value Defined. For purposes hereof, "Fair Market Value"
means, with respect to the Common Stock, the following:
1. If the Common Stock is listed or admitted to unlisted
trading privileges on any national securities exchange or is not so
listed or admitted but transactions in the Common Stock are reported on
the NASDAQ National Market System, the mean between the reported high
and low sale prices of the Common Stock on such exchange or by the
NASDAQ National Market System as of such date (or, if no shares were
traded on such day, as of the next preceding day on which there was
such a trade).
2. If the Common Stock is not so listed or admitted to
unlisted trading privileges or reported on the NASDAQ National Market
System, and bid and asked prices therefor in the over-the-counter
market are reported by the NASDAQ System or the National Quotation
Bureau, Inc. (or any comparable reporting service), the mean of the
closing bid and asked prices as of such date, as so reported by the
NASDAQ System, or, if not so reported thereon, as reported by the
National Quotation Bureau, Inc. (or such comparable reporting service).
3. If the Common Stock is not so listed or admitted to
unlisted trading privileges, or reported on the NASDAQ National Market
System, and such bid and asked prices are not so reported, such price
as the Committee determines in good faith in the exercise of its
reasonable discretion. The Committee's determination as to the current
value of the Common Stock shall be final, conclusive and binding for
all purposes and on all persons, including, without limitation, the
Company, the shareholders of the Company, the Optionee and their
respective successors-in-interest. No member of the Board or the
Committee shall be liable for any determination regarding current value
of the Common Stock that is made in good faith.
(e) Incumbent Directors Defined. For purposes hereof, "Incumbent
Directors" of the Company means any individuals who are members of the Board on
September 5, 1995 and any individual who subsequently becomes a member of the
Board whose election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the directors comprising the
Board on September 5, 1995 (either by specific vote or by approval of the
Company's proxy statement in which such individual is named as a nominee for
director without objection to such nomination).
IV. MANNER OF OPTION EXERCISE.
A. Notice. This Option may be exercised by the Optionee in whole or in
part from time to time, subject to the conditions contained herein, by giving
written notice of exercise to the Company at its principal executive office,
such notice to specify the number of Option Shares with respect to which the
Option is being exercised, and by paying in full the total purchase price for
the shares purchased. As soon as practicable after such notice and payment are
received, the Optionee shall be recorded on the books of the Company as the
owner of the shares and the Company shall deliver to the Optionee one or more
duly issued stock certificates evidencing such ownership.
B. Payment. At the time of exercise of this Option, the Optionee shall
pay the total purchase price of the Option Shares to be purchased in cash.
C. Investment Purpose. The Company shall not be required to sell or
issue and shares under this Option if, in the sole opinion of the Committee, (1)
the issuance of such shares would constitute a violation by the Optionee or the
Company of any applicable law or regulation of any governmental authority,
including, without limitation, federal and state securities laws, or (2) the
consent or approval of any governmental body is necessary or desirable as a
condition of, or in connection with, the issuance of such shares. The exercise
of this Option in whole or in part shall be conditioned upon the receipt from
the Optionee (or, in the event of death or disability, the Optionee's heir(s) or
legal representative(s) of a representation that, at the time of such exercise,
it is the intent of such person(s) to acquire the Option Shares for investment
and not with a view to distribution; provided, however, that the receipt of this
representation shall not be required upon exercise of the Option in the event
that, at the time of such exercise, the shares subject to the Option shall be
covered by an effective and current registration statement under the Act, or any
successor statute, and under any other applicable securities laws.
V. CAPITAL ADJUSTMENTS.
In the event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of
shares, rights offering, extraordinary dividend or divestiture (including a
spin-off) or any other change in the corporate structure or shares of the
Company (other than the Sale of Assets), the Committee (or, if the Company is
not the surviving corporation in any such transaction, the board of directors of
the surviving corporation) shall make appropriate adjustment (which
determination shall be conclusive) as to the number and kind of securities
subject to this Option, in order to prevent dilution or enlargement of the
rights of the Optionee. Without limiting the generality of the foregoing, in the
event that any of such transactions are effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or assets, including
cash, with respect to or in exchange for such Common Stock, and if the Option
remains outstanding, the Optionee shall upon the exercise of the Option receive,
in lieu of any shares of Common Stock he may be entitled to receive, such stock,
securities or assets, including cash, as would have been issued to the Optionee
if the Option had been exercised and the Optionee had received Common Stock
prior to such transaction.
VI. NONTRANSFERABILITY.
This option shall not be transferrable by the Optionee, either voluntarily or
involuntarily. Any attempt to transfer this Option shall void the Option, except
this option may be transferred by will or the laws of descent. The person or
persons to whom the Optionee's rights under the option pass by will or by the
laws of descent and distribution shall acquire all rights and obligations
granted herein.
VII. PAYMENT OF WITHHOLDING TAXES.
The Company is entitled to (a) withhold and deduct from future wages of
the Optionee (or from other amounts that may be due and owing to the Optionee
from the Company), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any and all federal, state and local
withholding and employment-related tax requirements attributable to the exercise
of this Option or otherwise incurred with respect to this Option, or (b) require
the Optionee promptly to remit the amount of such withholding to the Company
before acting on the Optionee's notice of exercise of this Option. In the event
that the Company is unable to withhold such amounts, for whatever reason, the
Optionee hereby agrees to pay to the Company an amount equal to the amount the
Company would otherwise be required to withhold under federal, state or local
law.
VIII. RIGHTS AS A SHAREHOLDER.
The Optionee shall have no rights as a shareholder with respect to any of the
Option Shares until the Optionee shall have become the holder of record of such
Option Shares and no adjustments shall be made for dividends or other
distributions or other rights as to which there is a record date preceding the
date the Optionee becomes the holder of record of such Option Shares.
IX. LIMITATION OF LIABILITY.
Nothing in this Agreement shall be construed to:
a. Limit in any way the right of the Company to terminate the
Optionee as an employee at any time.
b. Be evidence of any agreement or understanding, express or
implied, to modify the terms of any other agreement between
the Company and the Optionee.
X. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.
XI. GOVERNING LAW.
This Agreement and all rights and obligations hereunder shall be governed by the
laws of the State of Minnesota.
XII. ENTIRE AGREEMENT.
This Agreement constitutes the entire understanding and agreement between the
Company and the Optionee with respect to the subject matter described in this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
the day and year first above written.
ANGEION CORPORATION
By /s/ Whitney A. McFarlin
Its President and Chief Executive Officer
OPTIONEE
/s/ David L. Christofferson
David L. Christofferson
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into and effective this 31st day of July,
1995 (the "Date of Grant"), by and between Angeion Corporation (the "Company")
and T.V. Rao (the "Optionee").
RECITAL:
A. The Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to advance the
interests of the Company by granting to the Optionee an option to purchase
shares of common stock of the Company, which option will not qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
AGREEMENT:
In consideration of the mutual covenants and conditions hereinafter set
forth, the parties hereto hereby agree as follows:
I. GRANT OF OPTION.
The Company hereby grants to the Optionee the right, privilege, and option (the
"Option") to purchase 50,000 shares (the "Option Shares") of the Company's
common stock, $.01 par value (the "Common Stock"), according to the terms and
subject to the conditions hereinafter set forth.
II. OPTION EXERCISE PRICE.
The per share price to be paid by the Optionee in the event of an exercise of
the Option shall be $3.50.
III. DURATION OF OPTION AND TIME OF EXERCISE.
A. Period of Exercisability. The Option shall become exercisable with
respect to the Option Shares in two installments. The following table sets forth
the initial dates of exercisability of each installment and the number of Option
Shares as to which this Option will become exercisable on such dates:
Initial Date of Number of Option Shares
Exercisability Available for Exercise
July 31, 1996 25,000
July 31, 1997 25,000
The foregoing rights to exercise this Option will be cumulative with respect to
the Option Shares becoming exercisable on each such date but in no event will
this Option be exercisable after, and this Option will become void and expire as
to all unexercised Option Shares at, 5:00 p.m. (Minneapolis, Minnesota time) on
July 31, 2005 (the "Time of Termination").
B. Termination of Employment or Other Service.
(a) In the event that the Optionee's employment or other service with
the Company is terminated by reason of the Optionee's death, Disability or
Retirement (as such terms are defined below), this Option will become
immediately exercisable in full and will remain exercisable for a period of one
year (three months in the case of Retirement) after such termination (but in no
event will this Option be exercisable after the Time of Termination). For
purposes hereof, "Disability" shall mean the disability of the Optionee such as
would enable the Optionee to receive disability income benefits pursuant to the
long-term disability plan of the Company then covering the Optionee, or if no
such plan exists or is applicable to the Optionee, the permanent and total
disability of the Optionee within the meaning of Section 22(e)(3) of the Code.
For purposes hereof, "Retirement" shall mean the termination of employment or
service pursuant to and in accordance with the regular retirement/pension plan
or practice of the Company then covering the Optionee, provided that if the
Optionee is not covered by any such plan or practice, the Optionee will be
deemed to be covered by the Company's plan or practice for purposes of this
determination.
(b) In the event the Optionee's employment or other service with the
Company is terminated for any reason other than death, Disability or Retirement,
all rights of the Optionee under this Agreement will immediately terminate
without notice of any kind, and this Option will no longer be exercisable;
provided, however, that if such termination is due to any reason other than
termination by the Company for "cause" (as defined below), this Option will
remain exercisable to the extent exercisable as of such termination for a period
of three months after such termination (but in no event will this Option be
exercisable after the Time of Termination). For purposes hereof, "cause" (as
determined by the Committee) will be as defined in any employment or other
agreement or policy applicable to the Optionee or, if no such agreement or
policy exists, will mean (i) dishonesty, fraud, misrepresentation, embezzlement
or deliberate injury or attempted injury, in each case related to the Company,
(ii) any unlawful or criminal activity of a serious nature, (iii) any
intentional and deliberate breach of a duty or duties that, individually or in
the aggregate, are material in relation to the Optionee's overall duties, or
(iv) any material breach of any employment, service, confidentiality or
noncompete agreement entered into with the Company.
C. Change in Control.
(a) If any events constituting a Change in Control (as defined in
Section III.C(c) below) of the Company occur, then, if approved by the Committee
in its sole discretion, this Option will become immediately exercisable in full
and will remain exercisable until the Time of Termination, regardless of whether
the Optionee remains in the employ or service of the Company. In addition, if a
Change in Control of the Company occurs, the Committee, in its sole discretion
and without the consent of the Optionee, may determine that the Optionee will
receive, with respect to some or all of the Option Shares, as of the effective
date of any such Change in Control of the Company, cash in an amount equal to
the excess of the Fair Market Value (as defined in Section III.C(d) below) of
such Option Shares immediately prior to the effective date of such Change in
Control of the Company over the option exercise price per share of this Option.
(b) Notwithstanding anything in this Section III.C. to the contrary,
if, with respect to the Optionee, acceleration of the vesting of this Option or
the payment of cash in exchange for all or part of this Option as provided above
(which acceleration or payment could be deemed a "payment" within the meaning of
Section 280G(b)(2) of the Code), together with any other payments which the
Optionee has the right to receive from the Company or any corporation which is a
member of an "affiliated group" (as defined in Section 1504(a) of the Code
without regard to Section 1504(b) of the Code) of which the Company is a member,
would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the
Code), the payments to the Optionee as set forth herein will be reduced to the
largest amount as will result in no portion of such payments being subject to
the excise tax imposed by Section 4999 of the Code; provided, however, that if
the Optionee is subject to a separate agreement with the Company that
specifically provides that payments attributable to one or more forms of
employee stock incentives or to payments made in lieu of employee stock
incentives will not reduce any other payments under such agreement, even if it
would constitute an excess parachute payment, then the limitations of this
Section III.C(b) will, to that extent, not apply.
(c) Change in Control Defined. For purposes hereof, a "Change in
Control" of the Company will mean the following:
1. the sale, lease, exchange or other transfer, directly or
indirectly, of substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a person or
entity that is not controlled by the Company,
2. the approval by the shareholders of the Company of any plan
or proposal for the liquidation or dissolution of the Company;
3. a merger or consolidation to which the Company is a party
if the shareholders of the Company immediately prior to effective date
of such merger or consolidation have "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 corporation representing (i) more than 50%, but not more than
80%, 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 Incumbent Directors (as defined in Section III.C(e)
below), or (ii) 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 Incumbent Directors);
4. any person becomes after September 5, 1995 the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of (A) 20% or more, but not 50% or more, of the combined
voting power of the Company'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
Incumbent Directors, or (B) 50% or more of the combined voting power of
the Company's outstanding securities ordinarily having the right to
vote at elections of directors (regardless of any approval by the
Incumbent Directors);
5. the Incumbent Directors cease for any reason to constitute
at least a majority of the Board; or
6. a change in control of the Company of a nature that would
be required to be reported pursuant to Section 13 or 15(d) of the
Exchange Act, whether or not the Company is then subject to such
reporting requirements.
(d) Fair Market Value Defined. For purposes hereof, "Fair Market Value"
means, with respect to the Common Stock, the following:
1. If the Common Stock is listed or admitted to unlisted
trading privileges on any national securities exchange or is not so
listed or admitted but transactions in the Common Stock are reported on
the NASDAQ National Market System, the mean between the reported high
and low sale prices of the Common Stock on such exchange or by the
NASDAQ National Market System as of such date (or, if no shares were
traded on such day, as of the next preceding day on which there was
such a trade).
2. If the Common Stock is not so listed or admitted to
unlisted trading privileges or reported on the NASDAQ National Market
System, and bid and asked prices therefor in the over-the-counter
market are reported by the NASDAQ System or the National Quotation
Bureau, Inc. (or any comparable reporting service), the mean of the
closing bid and asked prices as of such date, as so reported by the
NASDAQ System, or, if not so reported thereon, as reported by the
National Quotation Bureau, Inc. (or such comparable reporting service).
3. If the Common Stock is not so listed or admitted to
unlisted trading privileges, or reported on the NASDAQ National Market
System, and such bid and asked prices are not so reported, such price
as the Committee determines in good faith in the exercise of its
reasonable discretion. The Committee's determination as to the current
value of the Common Stock shall be final, conclusive and binding for
all purposes and on all persons, including, without limitation, the
Company, the shareholders of the Company, the Optionee and their
respective successors-in-interest. No member of the Board or the
Committee shall be liable for any determination regarding current value
of the Common Stock that is made in good faith.
(e) Incumbent Directors Defined. For purposes hereof, "Incumbent
Directors" of the Company means any individuals who are members of the Board on
September 5, 1995 and any individual who subsequently becomes a member of the
Board whose election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the directors comprising the
Board on September 5, 1995 (either by specific vote or by approval of the
Company's proxy statement in which such individual is named as a nominee for
director without objection to such nomination).
IV. MANNER OF OPTION EXERCISE.
A. Notice. This Option may be exercised by the Optionee in whole or in
part from time to time, subject to the conditions contained herein, by giving
written notice of exercise to the Company at its principal executive office,
such notice to specify the number of Option Shares with respect to which the
Option is being exercised, and by paying in full the total purchase price for
the shares purchased. As soon as practicable after such notice and payment are
received, the Optionee shall be recorded on the books of the Company as the
owner of the shares and the Company shall deliver to the Optionee one or more
duly issued stock certificates evidencing such ownership.
B. Payment. At the time of exercise of this Option, the Optionee shall
pay the total purchase price of the Option Shares to be purchased in cash.
C. Investment Purpose. The Company shall not be required to sell or
issue and shares under this Option if, in the sole opinion of the Committee, (1)
the issuance of such shares would constitute a violation by the Optionee or the
Company of any applicable law or regulation of any governmental authority,
including, without limitation, federal and state securities laws, or (2) the
consent or approval of any governmental body is necessary or desirable as a
condition of, or in connection with, the issuance of such shares. The exercise
of this Option in whole or in part shall be conditioned upon the receipt from
the Optionee (or, in the event of death or disability, the Optionee's heir(s) or
legal representative(s) of a representation that, at the time of such exercise,
it is the intent of such person(s) to acquire the Option Shares for investment
and not with a view to distribution; provided, however, that the receipt of this
representation shall not be required upon exercise of the Option in the event
that, at the time of such exercise, the shares subject to the Option shall be
covered by an effective and current registration statement under the Act, or any
successor statute, and under any other applicable securities laws.
V. CAPITAL ADJUSTMENTS.
In the event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of
shares, rights offering, extraordinary dividend or divestiture (including a
spin-off) or any other change in the corporate structure or shares of the
Company (other than the Sale of Assets), the Committee (or, if the Company is
not the surviving corporation in any such transaction, the board of directors of
the surviving corporation) shall make appropriate adjustment (which
determination shall be conclusive) as to the number and kind of securities
subject to this Option, in order to prevent dilution or enlargement of the
rights of the Optionee. Without limiting the generality of the foregoing, in the
event that any of such transactions are effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or assets, including
cash, with respect to or in exchange for such Common Stock, and if the Option
remains outstanding, the Optionee shall upon the exercise of the Option receive,
in lieu of any shares of Common Stock he may be entitled to receive, such stock,
securities or assets, including cash, as would have been issued to the Optionee
if the Option had been exercised and the Optionee had received Common Stock
prior to such transaction.
VI. NONTRANSFERABILITY.
This option shall not be transferrable by the Optionee, either voluntarily or
involuntarily. Any attempt to transfer this Option shall void the Option, except
this option may be transferred by will or the laws of descent. The person or
persons to whom the Optionee's rights under the option pass by will or by the
laws of descent and distribution shall acquire all rights and obligations
granted herein.
VII. PAYMENT OF WITHHOLDING TAXES.
The Company is entitled to (a) withhold and deduct from future wages of
the Optionee (or from other amounts that may be due and owing to the Optionee
from the Company), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any and all federal, state and local
withholding and employment-related tax requirements attributable to the exercise
of this Option or otherwise incurred with respect to this Option, or (b) require
the Optionee promptly to remit the amount of such withholding to the Company
before acting on the Optionee's notice of exercise of this Option. In the event
that the Company is unable to withhold such amounts, for whatever reason, the
Optionee hereby agrees to pay to the Company an amount equal to the amount the
Company would otherwise be required to withhold under federal, state or local
law.
VIII. RIGHTS AS A SHAREHOLDER.
The Optionee shall have no rights as a shareholder with respect to any of the
Option Shares until the Optionee shall have become the holder of record of such
Option Shares and no adjustments shall be made for dividends or other
distributions or other rights as to which there is a record date preceding the
date the Optionee becomes the holder of record of such Option Shares.
IX. LIMITATION OF LIABILITY.
Nothing in this Agreement shall be construed to:
a. Limit in any way the right of the Company to terminate the
Optionee as an employee at any time.
b. Be evidence of any agreement or understanding, express or
implied, to modify the terms of any other agreement between
the Company and the Optionee.
X. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.
XI. GOVERNING LAW.
This Agreement and all rights and obligations hereunder shall be governed by the
laws of the State of Minnesota.
XII. ENTIRE AGREEMENT.
This Agreement constitutes the entire understanding and agreement between the
Company and the Optionee with respect to the subject matter described in this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
the day and year first above written.
ANGEION CORPORATION
/s/ David L. Christofferson
David L. Christofferson
Chief Financial Officer
OPTIONEE
/s/ T.V. Rao
T.V. Rao
