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Confidential Separation And Release Agreement

This is an actual contract by ATS Medical.

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Exhibit 10.5 CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE THIS AGREEMENT is made and entered into between Marc R. Sportsman (" Employee" ) and ATS MEDICAL, INC. (" the Company" ). WHEREAS, the Employee was employed by the Company; and WHEREAS, the Employee signed an Employment Agreement dated April 15, 2003, and WHEREAS, the Employee' s employment is being terminated, and WHEREAS, the purpose of this Separation Agreement is to set forth the terms and conditions under which the Employee and the Company will sever their employment relationship. NOW, THEREFORE, in consideration of the recitals stated above and the mutual agreements, covenants, and provisions contained in this Separation Agreement, the parties agree as follows: Termination . The Employee and the Company agree that the effective date of the Employee' s termination is February 2, 2007. Employee will, however, be paid through February 16, 2007. Payments . As consideration for the terms contained in this Agreement, including the Employee' s release of claims, his agreement to maintain the confidentiality of the Agreement, and his promise to abide by the restrictive covenants in his Employment Agreement, the Employee will receive 26 biweekly payments of nine thousand five hundred forty and 64/100 dollars ($9,540.86). The total amount of such payments will be two hundred forty eight thousand sixty two and 36/100 dollars ($248,062.36), less applicable withholdings for taxes.The Company will also pay health insurance premiums for the Employee through February 2008, consistent with Employee' s current compensation program.Employee shall have no right to any compensation, benefits, salary or bonus beyond that referenced in the preceding subparagraphs of this Section 2. These sums will only be paid, however, provided the rescission period referred to in Section 7 has expired without rescission of this Agreement by the Employee.The Company will pay the Employee and the Employee will accept from the Company, in full and final settlement, the above-referenced consideration. Employee agrees that he is solely responsible for any and all liability created under the federal and state tax laws and agrees to indemnify the Company and hold it harmless for all such liability or obligations, if any. Further, the Company makes no warranty concerning the


treatment of any sums paid hereunder under said laws and employee has not relied upon any such warranty. The Employee understands that no additional money is to be paid or other consideration given to him on account of his employment or termination of employment with the Company other than the consideration referenced in this Agreement. Full Compensation . The payments that will be made on Employee' s behalf to the Employee for his benefit pursuant to this Separation Agreement will compensate him for and extinguish any and all of his claims arising out of his employment with the Company or his employment termination, including but not limited to claims for attorneys' fees and costs, and any and all claims for any type of legal or equitable relief. Benefits . The Employee is a participant in various employee benefit plans sponsored by the Company. The payment of benefits, including the amounts and the timing thereof, will be governed by the terms of the employee benefit plans, except to the extent those rights have been explicitly extended in this Agreement. The Company will answer any reasonable questions that the Employee may have from time to time and will offer him the same assistance given other participants in employee benefit plans so long as he is entitled to benefits thereunder. Records, Documents and Property . Employee will return to the Company all its property, including any keys, cell phones, computers, and any documents or property of the Company. The Employee will also confirm that he has no duplicates of any documents or items returned. General Release . In consideration of the payments and other undertakings stated herein, the Employee will sign a separate Release in the form attached hereto as Exhibit A at the time he signs this Separation Agreement. This Separation Agreement shall not be interpreted or construed to limit the General Release in any manner, or vice versa. Rescission . Employee will have up to 21 days to consider this Separation Agreement before signing it. Once this Agreement is executed, Employee may rescind this Separation Agreement within seven (7) calendar days to reinstate federal Age Discrimination in Employment Act claims and within fifteen (15) calendar days to reinstate Minnesota Human Rights Act claims under state law. To be effective, any rescission within the relevant time periods must be in writing and delivered to the Employer, in care of Ms. Barb Searle, ATS Medical, Inc., 3905 Annapolis Lane, Suite 105, Minneapolis, Minnesota, 55447, either by hand or by mail within the 15-day period. If sent by mail, t
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