EXHIBIT 10.13 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (this "Agreement") is made as of April 16, 2004; BETWEEN: Possis Medical, Inc., a Minnesota corporation, 9055 Evergreen Boulevard NW, Minneapolis, Minnesota 55433 ("Distributor" or...Distribution Agreement • October 14th, 2004 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • British Columbia
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 14, 1998, among Possis Medical, Inc., a Minnesota corporation (the "Company"), and the parties who have executed this Agreement and...Registration Rights Agreement • July 24th, 1998 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSSettlement Agreement • March 12th, 1997 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
andRights Agreement • December 21st, 2006 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
LEASELease Agreement • March 13th, 1996 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 1995 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.11 POSSIS MEDICAL, INC. AGREEMENT UNDER THE 1999 STOCK COMPENSATION PLAN NON-QUALIFIED OPTIONS Option Agreement, made and entered into effective this day of , 200_, by and between Possis Medical, Inc., a Minnesota corporation (the...Non-Qualified Stock Option Agreement • October 29th, 2002 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.12 POSSIS MEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENT Option Agreement, made and entered into this (day) day of (month), 2002, between Possis Medical, Inc., a Minnesota corporation ("Possis" or the "Company") and (optionee) ("Optionee")....Incentive Stock Option Agreement • October 29th, 2002 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
ARTICLE II REPRESENTATIONS AND WARRANTIESConvertible Debenture Purchase Agreement • July 24th, 1998 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Debenture • July 24th, 1998 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Redeemable Warrant Agreement • July 24th, 1998 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
EMPLOYMENT AND SEVERANCE AGREEMENTEmployment Agreement • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Employment and Severance Agreement (this “Agreement”) is made on February 19, 2008, to be effective on the Acceptance Date (as defined in the Agreement and Plan of Merger, dated as of the date hereof, by and among Phoenix Acquisition Corp., MEDRAD, Inc. (“Medrad”) and the Company (the “Agreement and Plan of Merger”)) (the “Effective Date”), between Possis Medical, Inc., a Minnesota corporation, (the “Company”), and Shawn McCarrey, an individual residing in the state of Georgia (the “Employee”).
EXHIBIT 10.14 OFFICE/WAREHOUSE LEASE THIS INDENTURE of lease, made this _______ day of ______________, 2004, by and between Big Pine, LLC, a Minnesota limited liability company, hereinafter referred to as "Landlord," and Possis Medical, Inc., a...Office/Warehouse Lease • October 14th, 2005 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
As you know, Possis Medical, Inc. (the “Company”) and MEDRAD, Inc. (“MEDRAD”) have expressed a mutual interest in entering into a negotiated transaction (the “Transaction”). Each of the Company and MEDRAD may be asked to furnish, provide access to or otherwise disclose to the other certain Confidential Information (as defined below). As used in this Agreement, the party disclosing Confidential Information shall be referred to in such capacity as the “Disclosing Party” and the party receiving Confidential Information shall be referred to in such capacity as the “Receiving Party.”
MINNETRONIX Incorporated MINNETRONIX DEVELOPMENT AND PRODUCTION AGREEMENTDevelopment and Production Agreement • October 17th, 2006 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 11, 2008, BY AND AMONG MEDRAD, INC., PHOENIX ACQUISITION CORP. and POSSIS MEDICAL, INC.Merger Agreement • February 11th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 11, 2008, by and among MEDRAD, INC., a Delaware corporation (“Parent”), PHOENIX ACQUISITION CORP., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), and POSSIS MEDICAL, INC., a Minnesota corporation (the “Company”). Capitalized terms used in this Agreement shall have the meanings assigned to them in Article X, or in the applicable Section of this Agreement to which reference is made in Article X.
DISTRIBUTOR AGREEMENT This Agreement is made effective as of the 15th day of March, 1996 ("Effective Date"), by and between Possis Medical, Inc., a corporation organized and existing under the laws of the State of Minnesota and located at 2905...Distributor Agreement • March 28th, 1996 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
CLASS I EMPLOYEE EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Employment Agreement (this “Agreement”) is made on February 10, 2008, to be effective on the Acceptance Date (as defined in the Agreement and Plan of Merger, dated as of the date hereof, by and among Phoenix Acquisition Corp., MEDRAD, Inc. (“Medrad”) and the Company (the “Agreement and Plan of Merger”)) (the “Effective Date”), between Possis Medical, Inc., a Minnesota corporation, (the “Company”), and Robert G. Dutcher, an individual residing in the state of Minnesota (the “Executive”).
ROBERT DUTCHER SUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION AGREEMENT RESTATED AS OF AUGUST 1, 2006Supplemental Executive Retirement Deferred Compensation Agreement • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”), dated as of February 20, 2008, is by and between POSSIS MEDICAL, INC., a Minnesota corporation (the “Company”), MEDRAD, INC., a Delaware corporation (“Parent”) and PHOENIX ACQUISITION CORP., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 11th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 to Amended and Restated Rights Agreement (“Amendment No. 1”), dated as of February 11, 2008, is by and between Possis Medical, Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank, National Association. (the “Rights Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 11th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is dated as of February 11, 2008 by and among MEDRAD, INC, a Delaware corporation (“Parent”), PHOENIX ACQUISITION CORP., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), and ____________, in his capacity as a shareholder of the Company (the “Shareholder”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
EXHIBIT 10.1 ROBERT DUTCHER SUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION AGREEMENTSupplemental Executive Retirement Deferred Compensation Agreement • March 16th, 2004 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
