<PAGE>
EXHIBIT 4.1
ANGEION CORPORATION
1994 NON-EMPLOYEE DIRECTOR PLAN
1. PURPOSE OF PLAN.
The purpose of the Angeion Corporation 1994 Non-Employee Director Plan
(the "Plan") is to advance the interests of Angeion Corporation (the "Company")
and its shareholders by enabling the Company to attract and retain the services
of experienced and knowledgeable non-employee directors and to increase the
proprietary interests of such non-employee directors in the Company's long-term
success and progress and their identification with the interests of the
Company's shareholders.
2. DEFINITIONS.
The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:
2.1 "Adjustment Ratio" means a fraction, (i) the numerator of which is
the number of days between the date of grant of the Pro-Rata Option and Pro-Rata
Stock Award and the beginning of the fiscal year of the Company that first
follows such date of grant, and (ii) the denominator of which is 365.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended.
2.4 "Committee" means the group of individuals administering the Plan,
as provided in Section 3 of the Plan.
2.5 "Common Stock" means the common stock of the Company, par value
$0.01 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.
2.6 "Disability" means the disability of an Eligible Director such as
would entitle the Eligible Director to receive disability income benefits
pursuant to the long-term disability plan of the Company then covering the
Eligible Director or, if no such plan exists or is applicable to the Eligible
Director, the permanent and total disability of the Eligible Director within the
meaning of Section 22(e)(3) of the Code.
<PAGE>
2.7 "Eligible Directors" means all directors of the Company who are not
employees of the Company or any subsidiary of the Company.
2.8 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.9 "Fair Market Value" means, with respect to the Common Stock, as of
any date, the average of the reported high and low sales prices of the Common
Stock as reported by the Nasdaq National Market. for the twenty trading days
prior to the date in question.
2.10 "Full Option" means a right to purchase 3,000 shares of Common
Stock (subject to adjustment as provided in Section 4.3 of the Plan) that is
granted to an Eligible Director pursuant to Section 5 of the Plan, which option
will not qualify as an "incentive stock option" within the meaning of Section
422 of the Code.
2.11 "Full Stock Award" means shares of Common Stock granted to an
Eligible Director pursuant to Section 5 of the Plan in an amount (rounded to the
nearest whole share) equal to $24,000 divided by the Fair Market Value of one
share of Common Stock on the date of grant.
2.12 "Incentive Awards" means Options and Stock Awards.
2.13 "Options" means Full Options and Pro-Rata Options.
2.14 "Pro-Rata Option" means a right to purchase the number of shares
of Common Stock (rounded to the nearest whole share) determined by multiplying
the number of shares subject to a Full Option by the Adjustment Ratio, which
option will not qualify as an "incentive stock option" within the meaning of
Section 422 of the Code.
2.15 "Pro-Rata Stock Award" means shares of Common Stock granted to an
Eligible Director in an amount (rounded to the nearest whole share) equal to the
number of shares subject to a Full Stock Award multiplied by the Adjustment
Ratio.
2.16 "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 any
subsidiary of the Company then covering the Participant.
2.17 "Securities Act" means the Securities Act of 1933, as amended.
2.18 "Stock Awards" means Full Stock Awards and Pro-Rata Stock Awards.
3. PLAN ADMINISTRATION.
The Plan will be administered by a committee (the "Committee")
consisting solely of two or more members of the Board. All questions of
interpretation of the Plan will be determined by
2
<PAGE>
the Committee, 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. The Committee, however, will
have no power to determine the eligibility for participation in the Plan, the
number of shares of Common Stock to be subject to Incentive Awards, or the
timing, pricing or other terms and conditions of Incentive Awards.
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 250,000 shares.
The shares available for issuance under the Plan shall be authorized but
unissued shares.
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 Option that lapses, expires, or for any reason is terminated
unexercised will automatically again become available for 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 Eligible Directors, the number, kind
and, where applicable, exercise price of securities subject to outstanding
Incentive Awards.
5. INCENTIVE AWARDS.
5.1 GRANT. Each Eligible Director who is elected or re-elected at an
annual meeting of shareholders of the Company, and each Eligible Director, if
any, whose class is not up for re-election at such annual meeting of
shareholders and who therefore continues to serve as an Eligible Director
following such annual meeting of shareholders, will be granted, effective as of
the date of each such annual meeting of shareholders of the Company, a Full
Option and a Full Stock Award; provided, however, in the event that by May 31 of
any year, the annual shareholders meeting has not been scheduled, then the Full
Option and the Full Stock Award shall be granted to the directors as of May 31
of such year. In the event that Eligible Directors are elected or appointed to
the Board of Directors to fill new directorships or to fill vacancies during the
period following an annual meeting of shareholders but prior to the beginning of
the
3
<PAGE>
next succeeding fiscal year, such Eligible Directors will be granted, effective
as of the date of such election or appointment, a Pro-Rata Option and a Pro-Rata
Stock Award.
5.2 EXERCISE PRICE OF OPTIONS. The per share price to be paid by an
Eligible Director upon exercise of an Option will be 100% of the Fair Market
Value of one share of Common Stock on the date of grant. 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).
5.3 EXERCISABILITY AND DURATION OF OPTIONS. Each Option will become
exercisable in full six months following its date of grant and will expire and
will no longer be exercisable 10 years from its date of grant.
5.4 MANNER OF EXERCISE OF OPTIONS. An Option may be exercised by an
Eligible Director 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 at its principal executive office
in Plymouth, Minnesota and by paying in full the total exercise price for the
shares of Common Stock to be purchased in accordance with Section 5.2 of the
Plan.
6. EFFECT OF TERMINATION OF SERVICE AS DIRECTOR.
6.1 TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. In the event an
Eligible Director's service as a director of the Company is terminated by reason
of death, Disability or Retirement, all outstanding Options then held by the
Eligible Director will become immediately exercisable in full and will remain
exercisable for a period of one year after such death, Disability or Retirement
(but in no event after the expiration date of any such Options).
6.2 TERMINATION FOR REASONS OTHER THAN DEATH, DISABILITY OR RETIREMENT.
In the event an Eligible Director's service as a director of the Company is
terminated for any reason other than death, Disability or Retirement, all
outstanding Options then held by the Eligible Director 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
Options).
6.3 DATE OF TERMINATION. An Eligible Director's service as a director
of the Company will, for purposes of the Plan, be deemed to have terminated on
the date recorded on the personnel or other records of the Company, as
determined by the Committee based upon such records.
7. RIGHTS OF ELIGIBLE DIRECTORS; TRANSFERABILITY OF INTERESTS.
7.1 SERVICE AS A DIRECTOR. Nothing in the Plan will interfere with or
limit in any way the right of the Company to terminate any Eligible Director at
any time, and neither the Plan, nor the granting of an Incentive Award nor any
other action taken pursuant to the Plan, will constitute or
4
<PAGE>
be evidence of any agreement or understanding, express or implied, that the
Company will retain an Eligible Director for any period of time or at any
particular rate of compensation.
7.2 RIGHTS AS A SHAREHOLDER. An Eligible Director will have no rights
as a shareholder unless and until a Stock Award is issued or an Option is
exercised and the Eligible Director 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 Incentive Awards as to which there is
a record date preceding the date the Eligible Director becomes the holder of
record of such shares.
7.3 RESTRICTIONS ON TRANSFER OF INTERESTS. 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 Eligible Director
in an Option prior to the exercise of such Option will be assignable or
transferable, or subjected to any lien, during the lifetime of the Eligible
Director, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise. An Eligible Director will, however, be entitled
to designate a beneficiary to receive an Option upon such Eligible Director's
death, and in the event of an Eligible Director'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 6 of the Plan) may be made by, the Eligible
Director's legal representatives, heirs and legatees.
7.4 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.
8. 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 an Eligible Director may not sell,
assign, transfer or otherwise dispose of shares of Common Stock issued in
connection with an Incentive Award 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.
9. PLAN AMENDMENT, MODIFICATION AND TERMINATION.
5
<PAGE>
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 granted 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 (a) no amendments to the Plan will be effective without approval
of the shareholders of the Company if shareholder approval of the amendment is
then required pursuant to Rule 16b-3 under the Exchange Act or the rules of the
National Association of Securities Dealers, Inc., and (b) to the extent
prohibited by Rule 16b-3 of the Exchange Act, the Plan may not be amended more
than once every six months. No termination, suspension or amendment of the Plan
may adversely affect any outstanding Incentive Award without the consent of the
affected Eligible Director; provided, however, that this sentence will not
impair the right of the Committee to take whatever action it deems appropriate
under Section 4.3 of the Plan.
10. EFFECTIVE DATE AND DURATION OF THE PLAN.
The Plan, as amended, is effective as of October 1, 1999, the date it
was adopted by the Board. The Plan will terminate at midnight on October 7,
2004, but may be terminated prior thereto by Board action. No Incentive Awards
may be granted after such termination, but Options outstanding upon termination
of the Plan may continue to be exercised in accordance with their terms.
11. MISCELLANEOUS.
11.1 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, notwithstanding any conflicts of law
principles.
11.2 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
Eligible Directors.
6
