EVEREST MEDICAL CORPORATION
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December 11, 1996
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Everest Medical Corporation
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Dear ▇▇▇▇,
On behalf of the Everest Medical Corporation Board of Directors, I am hereby
notifying you that your employment agreement is being extended for two (2) years
until December 31, 1998. Your base salary for the period from January 1, 1997
until December 31, 1997 will remain at $150,000 per year. At this time, your
base salary will be reviewed by the Compensation Committee of the Board of
Directors, but in no event will it be reduced below $150,000. If, during this
period, your employment is terminated for any reason other than cause or your
resignation, you will receive twelve months severance payable over twelve months
in accordance with Everest Medical normal payroll practices. If for any reason
Everest Medical does not extend your employment past December 31, 1998, other
than your stated desire not to continue to be employed by the Company, you will
also be paid twelve months severance over a twelve month period. In addition, if
the Company is acquired by another entity, either pursuant to a purchase of
assets or the acquisition of 50% or more of the Company's outstanding capital
stock, you will be paid $250,000 within ten (10) days of the closing of the
purchase of assets or acquisition of stock. Other than modified above, your
employment agreement dated August 9, 1993 as amended on May 10, 1994, and as
amended on August 25, 1995 continues to be in full force and effect.
Sincerely,
EVEREST MEDICAL CORPORATION
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Chairman of the Board of Directors
