0001104659-06-023642 Sample Contracts

MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO 2001 EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • April 7th, 2006 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota

THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2001 Equity Incentive Plan, as amended to date (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.

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Re: Amendment to Executive Employment Agreement
Medicalcv Inc • April 7th, 2006 • Surgical & medical instruments & apparatus

Reference is made to your Executive Employment Agreement with MedicalCV, Inc. (“MedCV” or “we”) dated August 8, 2005 (the “Employment Agreement”) providing for your employment as Vice President, Finance and Chief Financial Officer of MedCV. Following our discussions concerning the future needs of MedCV as we enter into a new stage of growth, we have reached a mutual decision concerning your departure from MedCV. This letter (the ”Agreement”) will address amendments to the Employment Agreement and your severance and transition arrangements. Except as provided in this letter, the following supersedes all other existing arrangements for your employment, compensation and benefits.

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