Employment Offer Letter Agreement between MGC Diagnostics Corporation and Wesley W. Winnekins

Position:

Executive Vice President, Finance and Corporate Development, reporting to Gregg 0. Lehman, Ph.D., CEO and President.

Date of Hire:

February 1, 2013

Base Salary:

$215,000 annually; (equivalent to $8,269.24 bi-weekly)

Equity:

12,000 restricted shares which will vest in one-third installments on the first, second and third anniversary of your start date.

Bonus:

You are entitled to participate in the 2013 Senior Executive Bonus program which compensates you 25% of base salary upon the MGC Diagnostics achieving its corporate revenue and EBIT objectives at “Target”; and, contingent upon your achievement of your position objectives.

Expenses:

Expenses are reimbursed pursuant to the Company’s travel and expense reimbursement policies.

Performance
Review:

An annual performance evaluation will take place on or around December 1, 2013;and, annually thereafter.

Benefits:

As an employee of MGC DIAGNOSTICS Corporation, you are eligible to participate in the Company’s benefit programs. New employees are eligible to participate in the Company’s medical and dental benefit coverage upon completion of thirty days of employment. The Company agrees that you will accrue PTO (paid time off) at a rate equivalent to that of other Executive Vice Presidents, which is 200 hours per year.

MGC Diagnostics’ benefit program is available for review on-line at HRConnection.com. User name: XXXXX Password is XXXXXX. These are case sensitive.

Change in Control:

The Company’s Board of Directors will authorize a Change in Control agreement be issued to you effective with your date of hire.