SETTLEMENT AGREEMENT AND
MUTUAL RELEASE OF CLAIMS
This Settlement Agreement and Mutual Release of Claims ("Settlement
Agreement") is entered into this 13th day of June, 1997, by and between Xxxxxx
Xxxxx ("Xxxxx") and Oxboro Medical International, Inc. ("Oxboro").
RECITALS
A. Xx. Xxxxx is the former President, Chief Executive Officer, and
Treasurer of Oxboro. Xx. Xxxxx also was (and up to the date of this Settlement
Agreement has been) a Director of Oxboro. Xx. Xxxxx'x employment with Oxboro was
subject to a written Employment Agreement dated April 1, 1993 ("Employment
Agreement"). Xx. Xxxxx and Oxboro also had executed a Consulting Agreement dated
November 1, 1995 ("Consulting Agreement").
B. On May 5, 1997, Xx. Xxxxx commenced a lawsuit against Oxboro in
Minnesota State District Court, Fourth Judicial District, County of Hennepin,
titled Xxxxxx Xxxxx v. Oxboro Medical International, Inc. (the "Litigation").
Xx. Xxxxx raised a number of claims in the Litigation, including (without
limitation) claims for breach of contract, violation of Minn. Stat. ss. 181.79,
injunctive relief, equitable estoppel, and promissory estoppel. Xx. Xxxxx'x
claims are more completely described in the Amended Complaint served in the
Litigation.
C. Oxboro denies the allegations contained in the Amended Complaint and
has advised Xx. Xxxxx that it intends to serve and file certain counterclaims
against him based upon alleged violations of the duties he owed to Oxboro in his
positions as an officer of Oxboro.
D. Both Xx. Xxxxx and Oxboro wish to resolve all disputes and/or claims
raised in or related to the Litigation, as well as all other disputes and/or
claims one party may have against the other, subject to the terms and conditions
of this Settlement Agreement, without admitting any of the claims or
counterclaims asserted by the other party. Both Xx. Xxxxx and Oxboro Medical
hereby specifically agree and acknowledge that good and sufficient consideration
exists for the terms and conditions of this Settlement Agreement.
SETTLEMENT AGREEMENT AND MUTUAL RELEASES
1. SEVERANCE PAYMENT. Oxboro agrees to pay Xx. Xxxxx the sum of $6,440
per month for 22-months beginning June, 1997. Oxboro shall make these monthly
payments to Xx. Xxxxx by placing a check in the United States mail on the first
payroll date of every month during this 22-month period. Oxboro may prepay any
portion of these monthly severance payments to Xx. Xxxxx at any time. Oxboro
also agrees to obtain a bond securing the payment of these monthly severance
amounts to Xx. Xxxxx from a bonding company with a rating of "AAA" or better.
The bond will be made payable to Xx. Xxxxx in the event that Oxboro, for any
reason other than a breach by Xx. Xxxxx of any term, covenant or condition of
this Agreement, fails to make any of the payments required under this paragraph.
2. SPECIAL PAYMENT. Oxboro further agrees to pay Xx. Xxxxx the sum of
$12,100 upon execution of this Settlement Agreement in consideration of Xx.
Xxxxx'x resignation as a director of Oxboro.
3. PAYMENT FOR UNUSED VACATION/UNPAID WAGES. Oxboro agrees to pay Xx.
Xxxxx the sum of $14,710 on the date he executes this Settlement Agreement,
which represents all unused, accrued vacation due and owing to Xx. Xxxxx. In
addition, Oxboro agrees to pay Xx. Xxxxx the sum of $16,343.75 on the date he
executes this Settlement Agreement, which represents his wages for the remainder
of the Month of April, 1997 and the entire month of May, 1997. Oxboro may make
any withholdings from these amounts as required by law.
4. MEDICAL AND DENTAL INSURANCE COVERAGE. Oxboro agrees to maintain
COBRA medical and dental coverage for Xx. Xxxxx and his eligible dependents for
an 18-month (the statutory COBRA) period commencing on June 1, 1997, subject to
Oxboro's timely receipt of premium payments from Xx. Xxxxx for his eligible
dependents coverage. Xx. Xxxxx and Oxboro shall split the cost of the premiums
for COBRA coverage. This medical and dental coverage shall be maintained at the
same levels of benefits and on the same terms that Oxboro provided to Xx. Xxxxx
immediately prior to his termination, subject to COBRA adjustments.
5. SPLIT-DOLLAR LIFE INSURANCE. Oxboro agrees to maintain the two
split-dollar life insurance policies contracted for on Xx. Xxxxx'x life through
New England Life Insurance Company, Policy Numbers 08681809 and 08731789 (the
"Split-Dollar Policies"). Oxboro agrees to maintain these Split-Dollar Policies
for as long as Xx. Xxxxx pays for and maintains his portion of the monthly
premiums for the Split-Dollar Policies. Said monthly premiums are currently
$845.00 and are subject to an increase from time to time pursuant to the terms
of the Split-Dollar Policies. Oxboro may deduct the sum of $5,915.00, which
represents Xx. Xxxxx'x reimbursement to Oxboro for the monthly portion of Xx.
Xxxxx'x premiums paid by Oxboro on the Split-Dollar Policies for the first seven
(7) months of Oxboro's 1997 fiscal year, from the amount described in paragraph
2 above. Oxboro agrees to pay the $845.00 premium due for May, 1997. Beginning
in June, 1997, Xx. Xxxxx agrees to pay Oxboro $845.00 per month subject to
increases as described above, for his portion of the premiums for the
Split-Dollar Policies. If and as allowed under the Split-Dollar Policies, Oxboro
may borrow against its portion of the cash value of the Split-Dollar Policies.
If Oxboro borrows against its cash value portion of the Split-Dollar Policies,
it must borrow an equal amount from the split-dollar life insurance policies it
maintains on the life of Xxxxx Xxxxxxxxx, with repayment of the loans to be made
equally. If and as allowed under the Split-Dollar Policies, Xx. Xxxxx may borrow
against his portion of the cash value of the Split-Dollar Policies. Xx. Xxxxx
also may cancel the Split-Dollar Policies and obtain the cash value for his
portion of those Policies, as provided in the Split-Dollar Policies. Oxboro and
Xx. Xxxxx each agree to provide the other with a duly executed consent form in
the event that such a form is necessary to allow either to borrow against their
respective portions of the cash value of the Split-Dollar Policies, or to allow
Xx. Xxxxx to cancel the Split-Dollar Policies and obtain the cash value for his
portion.
6. TERM LIFE INSURANCE. Xx. Xxxxx agrees that Oxboro may cancel the
term life insurance policy its currently maintains on his life, which policy was
purchased from New
England Variable Life Insurance Company, Policy No. 02092994 ("Term Life
Insurance Policy").
7. DISABILITY INSURANCE. Xx. Xxxxx agrees that Oxboro may cancel the
disability insurance policy its currently maintains on Xx. Xxxxx'x behalf, which
policy was purchased from The Xxxx Xxxxxx Life Insurance Company, Policy No.
01027032820 ("Disability Insurance Policy").
8. PAYMENT OF LOAN FOR PURCHASE OF STOCK. Oxboro and Xx. Xxxxx agree
that Xx. Xxxxx may repay the loan he obtained from Oxboro for his purchase of
Oxboro common stock (the "Stock Loan") by transferring to Oxboro on the date
this Settlement Agreement is executed 70,200 shares of Oxboro common stock
currently in Oxboro's possession and represented by Certificate Nos. 4591 and
4592. Oxboro agrees that these shares shall be valued at $1.2812/share for
purpose of Xx. Xxxxx'x payment of the Stock Loan, and that Xx. Xxxxx'x transfer
of these shares to Oxboro shall constitute full and complete repayment of the
entire principal value of the Stock Loan and any interest due and owing on the
Stock Loan.
9. ESOP SHARES. Xx. Xxxxx may maintain the shares attributable to him
as part of Oxboro's Employee Stock Option Plan, which amount to 28,208 shares,
pursuant to the terms of Oxboro's Employee Stock Option Plan.
10. XXXXX RELEASE OF OXBORO. For good and valuable consideration,
including, but not limited to, the mutual agreements set forth in this
Settlement Agreement, the receipt and sufficiency of which consideration Xx.
Xxxxx expressly acknowledges, Xx. Xxxxx, for himself and for each of his heirs,
executors, administrators, insurers, employers, attorneys, agents, successors,
and assigns, hereby releases and forever discharges Oxboro, and each of its
parent and subsidiary corporations, affiliates, shareholders, predecessors,
successors, assigns, insurers, indemnitors, directors, officers, attorneys,
employees, agents and representatives, of and from any and all past and present
claims, demands, liabilities, judgments, and causes of action, at law or in
equity, known or unknown, asserted or unasserted, liquidated or unliquidated,
absolute or contingent, accrued or not accrued, which Xx. Xxxxx ever had,
presently has, claims to have, or claims to have had against Oxboro as of the
effective date of this Settlement Agreement, including, without limitation, any
claims raised, or which could have been raised, in the Litigation and claims for
payment of wages and commissions; claims of discrimination under the Age
Discrimination in Employment Act (the "ADEA"), Title VII of the Civil Rights Act
of 1964, as amended, the Americans with Disabilities Act, the Minnesota Human
Rights Act or other federal, state or local civil rights laws based on age or
any other protected status; claims for breach of contract; breach of fiduciary
duty; fraud or misrepresentation; unpaid wages and benefits; unpaid sick or
vacation pay; claims for the ongoing payment of insurance premiums or insurance
coverage, expense reimbursement or any other benefit; defamation; intentional or
negligent infliction of emotional distress; breach of a covenant of good faith
and fair dealing; promissory estoppel; negligence; wrongful termination of
employment; any other claims for unlawful employment practices; or under any
other theory, whether legal or equitable, that arose prior to the date of
execution of this Agreement. Notwithstanding the foregoing, this release
specifically excludes any and all claims or demands Xx. Xxxxx may have against
Oxboro for the indemnification or defense of any claims under Minn. Stat. ss.
302A.521,
Minn. Stat. ss. 181.970, or under Minnesota common law, arising out of or in any
way relating to: (a) his employment with Oxboro, (b) any acts Xx. Xxxxx took (or
failed to take) as part of his employment by Oxboro, (c) his position as an
officer or director of Oxboro, and/or (d) any acts Xx. Xxxxx took (or failed to
take) in his position as an officer or director of Oxboro. This exception to Xx.
Xxxxx'x release is intended to fully and completely preserve and protect Xx.
Xxxxx'x rights to indemnification or a defense as provided to him under
Minnesota law, whether such claims are raised by shareholders, employees,
governmental agencies, or any other person or entity.
11. OXBORO RELEASE OF XXXXX. For good and valuable consideration,
including, but not limited to, the mutual agreements set forth in this
Settlement Agreement, the receipt and sufficiency of which consideration Oxboro
and Oxboro Outdoors, Inc. ("Oxboro Outdoors") expressly acknowledge, Oxboro and
Oxboro Outdoors, for themselves and for each of their respective subsidiaries,
parents, affiliates, predecessors, successors, assigns, insurers, indemnitors,
directors, attorneys, officers, agents, and representatives, hereby release and
forever discharge Xx. Xxxxx and each and every one of his heirs, executors,
administrators, insurers, employers, attorneys, agents, successors, and assigns
of and from any and all past and present claims, demands, liabilities,
judgments, and causes of action, at law or in equity, known or unknown, asserted
or unasserted, liquidated or unliquidated, absolute or contingent, accrued or
not accrued, direct, indirect, or derivative, which Oxboro and/or Oxboro
Outdoors ever had, presently have, claim to have, or claim to have had against
Xx. Xxxxx as of the date this Settlement Agreement is executed, including,
without limitation, any claims Oxboro and/or Oxboro Outdoors raised or could
have raised against Xx. Xxxxx in the Litigation, but excluding eligibility
issues under Minn. Stat. ss. 302A.251, subd. 6.
11A. RASMUSSON, MIKKELSON, AND XXXXXX RELEASE OF XXXXX. For good and
valuable consideration, including, but not limited to, the mutual agreements set
forth in this Settlement Agreement, the receipt and sufficiency of which
consideration Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx and Xxxx Xxxxxx each expressly
acknowledge, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, and Xxxx Xxxxxx, for themselves
and for each of their respective heirs, executors, administrators, insurers,
employers, attorneys, agents, successors, and assigns, hereby release and
forever discharge Xx. Xxxxx, and each of his heirs, executors, administrators,
insurers, employers, attorneys, agents, successors, and assigns, of and from any
and all past and present claims, demands, liabilities, judgments, and causes of
action, at law or in equity, known or unknown, asserted or unasserted,
liquidated or unliquidated, absolute or contingent, accrued or not accrued,
which Messrs. Rasmusson, Mikkelson, or Xxxxxx ever had, presently has, claims to
have, or claims to have had against Xx. Xxxxx in their capacities as officers,
directors, and/or shareholders of Oxboro and/or Oxboro Outdoors as of the
effective date of this Settlement Agreement, including, without limitation, any
claims raised or that could have been raised in the Litigation.
12. FDA COMPLIANCE MATTERS. Oxboro agrees that it will not disclose to
or file with the United States Food and Drug Administration (or any other
related state or federal agency) any information regarding any issues of alleged
non-compliance by Oxboro with any statutes, rules, or regulations governing its
products or manufacturing operations without first meeting with Xx. Xxxxx or
providing him with copies of the information Oxboro intends to disclose to or
file with the FDA (or any other related agency) prior to the date of such
disclosure or filing, and providing Xx. Xxxxx with an opportunity to review and
comment on the material to be disclosed to or filed with
the FDA (or any other agency) prior to its disclosure/filing. If Xx. Xxxxx has
not provided Oxboro with comments regarding the provided materials within three
(3) business days after he receives them, Oxboro may disclose or file the
materials provided without having received Xx. Xxxxx'x comments.
13. NON-DISPARAGEMENT AGREEMENT. Both Xx. Xxxxx and Oxboro agree that
they shall make no disparaging statements concerning each other to any person,
firm, entity, or governmental entity; however, any truthful statement made,
given or communicated to any governmental entity shall not be deemed to be
disparaging.
14. CONFIDENTIALITY. Xx. Xxxxx and Oxboro agree not to disclose the
terms of this Settlement Agreement to any person who is not a director, officer,
or attorney of the parties; provided, however, that the terms of this Agreement
may be disclosed as necessary to satisfy any ordinary tax and accounting
reporting requirements or any regulatory requirement or if under oath or
subpoena. If asked about resolution of the Litigation outside the context of
this paragraph, Xx. Xxxxx and Oxboro agree to state only that the Litigation was
resolved amicably.
15. AGREEMENT NOT TO COMPETE. This agreement not to compete provision
completely replaces and supersedes any agreement not to compete provisions
contained in the Employment Agreement and the Consulting Agreement. From June 1,
1997 through October 1, 1998, Xx. Xxxxx agrees that he will not, directly or
indirectly, as an officer, director, agent, employee, representative, consultant
or in any other capacity solicit business from, consult with or sell any
products that Oxboro or Oxboro Outdoors had available for sale or under research
and development as of June 1, 1997, to any person or entity to whom Oxboro or
Oxboro Outdoors sold any of its products prior to or as of June 1, 1997. For
purposes of this Settlement Agreement, products "under research and development"
are those listed in the attached Exhibit A. With respect to products "under
research and development," Oxboro or Oxboro Outdoors must bring such products to
market by June 1, 1998 to be protected under this paragraph.
16. TERMINATION OF EMPLOYMENT AGREEMENT. Oxboro and Xx. Xxxxx agree
that all of the terms and conditions of Xx. Xxxxx'x Employment Agreement shall
be, and hereby are canceled and terminated as of the date of this Settlement
Agreement, including, without limitation, the non-compete agreement contained in
Section 9 of the Employment Agreement. Notwithstanding the forgoing sentence,
Xx. Xxxxx agrees to maintain the confidentiality of any information designated
by Oxboro or Oxboro Outdoors or defined as "Confidential Information" pursuant
to the terms of Section 7 of the Employment Agreement and shall not compete as
provided in Section 15 above. Upon the execution of this Settlement Agreement,
Xx. Xxxxx agrees to resign as a Director of Oxboro, effective that same day.
17. CANCELLATION OF CONSULTING AGREEMENT. Oxboro and Xx. Xxxxx agree
that all of the terms and conditions of Xx. Xxxxx'x Consulting Agreement shall
be, and hereby are canceled and terminated as of the date of this Settlement
Agreement.
18. MAINTENANCE OF OTHER AGREEMENTS. Oxboro and Xx. Xxxxx agree that
the Royalty Sharing Agreement dated November 21, 1995 ("Royalty Sharing
Agreement") and the Product Development Incentive Agreement dated November 8,
1995 ("Product Development
Incentive Agreement") entered into between them shall remain in full force and
effect, and that no party is waiving or releasing any claims under either of
these agreements, notwithstanding the terms of paragraphs 10 and 11 of this
Settlement Agreement. Oxboro and Xx. Xxxxx agree that the Royalty Sharing
Agreement and the Product Development Incentive Agreement shall be deemed to be
effective as of May 1, 1997.
19. XXXXX COOPERATION IN LAWSUITS. For a period of two years from the
date of this Settlement Agreement, Xx. Xxxxx agrees to cooperate with Oxboro in
the defense of any lawsuit that may be brought against it by XxxxXxxxx, Inc., Up
North Communications, Inc., any shareholder, or any entity (other than any
governmental entity) regarding issues about which Xx. Xxxxx had knowledge as an
officer, director, or employee with respect to Oxboro's operations. For purposes
of this paragraph, the term "cooperation" is defined to include only the
following items: (a) providing facts to Oxboro or its attorneys regarding any
issues being raised in any lawsuit; (b) providing affidavits to Oxboro stating
those facts; (c) providing a deposition to Oxboro regarding those facts; and (d)
not cooperating with XxxxXxxxx, Inc., Up North Communications, Inc., any
shareholder or any other adverse party (other than any governmental entity) in
the prosecution of any lawsuit against Oxboro. This cooperation agreement shall
not prevent Xx. Xxxxx from responding to any subpoena that may be issued to him
for testimony or the production of documents by any party involved in any such
lawsuit.
20. XXXXX NONRELIANCE. Xx. Xxxxx warrants and represents that he has
consulted with his attorneys regarding the effect of this Settlement Agreement,
and that he has executed this Settlement Agreement fully aware of its content,
purpose and effect, based upon his sole judgment, belief and knowledge, and upon
advice of his own attorneys, and that he is not relying on representations or
statements made Oxboro or by anyone representing Oxboro, other than those
specifically set forth in this Settlement Agreement.
21. OXBORO NONRELIANCE. Oxboro warrants and represents that it has
consulted with its attorneys regarding the effect of this Settlement Agreement,
and that it has executed this Settlement Agreement fully aware of its content,
purpose and effect, based upon its sole judgment, belief and knowledge, and upon
advice of its own attorneys, and that it is not relying on representations or
statements made Xx. Xxxxx or by anyone representing Xx. Xxxxx, other than those
specifically set forth in this Settlement Agreement.
22. NO ADMISSION OF LIABILITY. Each of the parties to this Settlement
Agreement agree that neither its content nor its or his entry into this
Settlement Agreement is to be construed as an admission of liability by it or
him, and that each of them expressly denies any such liability.
23. GOVERNING LAW. The parties to this Settlement Agreement agree that
the interpretation and effect of this Settlement Agreement shall be governed by
the law of the State of Minnesota, giving no effect to the law of the state of
Minnesota governing conflicts of laws.
24. JURISDICTION. The parties to this Settlement Agreement hereby
consent to the jurisdiction of the District Court, Fourth Judicial District,
County of Hennepin, State of Minnesota, for the enforcement of any and all
provisions of this Settlement Agreement, both now or in the future.
25. INTERPRETATION. Should any of the provisions of this Settlement
Agreement require judicial interpretation, it is agreed that the court
interpreting or construing the same shall not apply a presumption that the terms
of this Settlement Agreement shall be more strictly construed against one or
more parties hereto by reason of the rule of construction that a document is to
be construed more strictly against the party who prepared the document, it being
acknowledged and agreed that all of the parties and their attorneys have
participated in the preparation and review of this Settlement Agreement.
26. COMPLETE AGREEMENT. The parties to this Settlement Agreement each
agree that this Settlement Agreement, including the exhibits hereto, contains
the entire agreement between them, and supersedes all prior or contemporaneous
agreements and understandings, oral or written, between the parties hereto as of
the date hereof regarding the matters described herein.
27. MODIFICATIONS AND WAIVERS. No term or provision of this Settlement
Agreement may be varied, changed, modified, waived or terminated orally, but
only by an instrument in writing signed by the party against whom the
enforcement of the variation, change, modification, waiver or termination is
sought. The waiver by any party hereto of any breach of any provision of this
Settlement Agreement shall not constitute or operate as a waiver of any other
breach of such provision or of any other provision hereof, nor shall any failure
to enforce any provision hereof operate as a waiver at such time or at any
future time of such provision or of any other provision hereof.
28. NOTICE. Any notice required or permitted hereunder shall be in
writing and shall be deemed to have been given, if mailed, registered or
certified, postage prepaid, on the date posted, or if personally delivered, when
addressed and delivered to the address indicated below:
TO XX. XXXXX:
Xx. Xxxxxx Xxxxx
00000 Xxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxx 00000
WITH COPY TO:
Xxxxxx X. Xxxx
Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A.
City Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
TO OXBORO:
Xx. Xxxxx Xxxxxxxxx
Oxboro Medical International, Inc.
00000 Xxxxxxx Xxxxxx X.X.
Xxx Xxxx, Xxxxxxxxx 00000
WITH COPY TO:
Xxxxxx Xxxx
Xxxx & Xxxxxxx, P.A.
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
29. OXBORO AUTHORITY. Oxboro represents and warrants that its
undersigned representative is duly authorized to execute this Settlement
Agreement on its behalf and to bind it to the terms of this Settlement
Agreement.
30. EXECUTION IN COUNTERPARTS. This Settlement Agreement may be signed
in any number of counterparts, with the same effect as if the signature thereto
were upon the same instrument. Complete sets of counterparts shall be lodged
with and delivered to each party to this Settlement Agreement.
31. XXXXX RESCISSION RIGHTS. Xx. Xxxxx may rescind this Settlement
Agreement within fifteen (15) calendar days of its execution. To be effective,
the rescission must be in writing, and delivered to Oxboro either by hand or
mail within the 15-day period. If delivered by mail, the rescission must be (1)
postmarked within the 15-day period; (2) properly addressed to the persons set
forth in paragraph 28 above; and (3) sent by certified mail return receipt
requested. If Xx. Xxxxx exercises his right of rescission, he agrees to return
to Oxboro all payments that may have been made to him under this Settlement
Agreement.
32. NON-RELEASE OF FUTURE CLAIMS. This Settlement Agreement does not
waive or release any rights or claims that Xx. Xxxxx may have under the
Minnesota Human Rights Act or the Age Discrimination in Employment Act, or any
of the Oxboro's benefit plans, which arise after Xx. Xxxxx signs this Settlement
Agreement, or which arise out of acts occurring after he signs this Settlement
Agreement.
33. PERIOD FOR REVIEW AND CONSIDERATION. Xx. Xxxxx understands that he
has been given a period of 21 days to review and consider this Settlement
Agreement before signing it. Xx. Xxxxx further understands that he may use as
much or as little of this 21 day period as Xx. Xxxxx wishes prior to signing it.
34. RETURN OF OXBORO'S EQUIPMENT, PERSONAL PROPERTY, MATERIALS,
DOCUMENTS AND FILES. Xx. Xxxxx represents and warrants that either prior to the
date of execution of this Agreement or upon the execution of this Agreement he
has returned or will return any and all
equipment, personal property, materials, documents and files of Oxboro whether
in written form, on computer disk or in any other electronic or other form, and
any and all copies thereof. Oxboro agrees that it shall maintain at the offices
of Xxxx & Xxxxxxx, P.A. a complete copy set of all documents/tangible items
returned by Xx. Xxxxx pursuant to this paragraph. Xxxx & Xxxxxxx, P.A. shall
maintain this copy set for a period of two (2) years from the date of this
Settlement Agreement. Following the expiration of this two (2) year period, Xxxx
& Xxxxxxx, P.A. may return the copy set of the documents/tangible items to
Oxboro.
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
OXBORO MEDICAL INTERNATIONAL, INC.
By /s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Chairman and Chief Financial Officer
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, as Officer, Director, and
Shareholder of Oxboro Medical International,
Inc., and as Officer and Director or Oxboro
Outdoors, Inc.
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx, as Director of Oxboro Medical
International, Inc.
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx, as Director of Oxboro
Medical International, Inc.
OXBORO OUTDOORS, INC.
By /s/ Xxxxx X. Xxxxxxxxx
Its Pres.
EXHIBIT A
Web Guard
Weitlander Guard
Instrument Transport System
Scissor Tractor
Anti-DE Mattress
Stoma Pouch Seal Cover
Instrument Cleaner
New Shape Instrument Guard
Plasto Film
Tape Remover Liquid
Tape Remover Knife
Reel Pack Vessel Loops
Reel Pack RFCC Covers
Reel Pack Clamp Covers
Reel Pack Fabric Clamp Covers
Sterile Lubricants
Teeth Protective Device
Scar Reduction Material
Anti-Fog Kit or Device
Garbage Bag
Instrument Guards for Retractors
Instrument Tape & Instrument Guard Carousel
Surgical Stand Instrument Organizer
Tracker/Usage Counter for Scissors
Special Purpose/Design Instrument Guards
Roll and Sheet Tape Remover
Water Base Solvent/Cleaner
Logo Lures for NBA
Logo Lures for Major League Baseball
Logo Lures for NHL
Logo Lures for NASCAR
Silicone Base Crank Bait
Any change in packaging quantities, packaging size, quantities per package,
packaging design, labeling changes and different or additional colors are an
extension of an existing product and do not constitute a new product.
As an example, if Oxboro were to start packaging Vessel Loops in a "ten (10)
Vessel Loops per package" configuration, that package would be considered to be
an existing product.
