8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 6, 2008

ev3 Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-51348	32-0138874
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9600 54th Avenue North, Suite 100 Plymouth, Minnesota	55442
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (763) 398-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2008 ev3 Inc. (the “Company”) issued a press release announcing that it has appointed (i) Robert J. Palmisano as President and Chief Executive Officer of the Company and as a member of the Board of Directors of the Company and (ii) Daniel J. Levangie, a current director and former Lead Independent Director, as non-executive Chairman of the Board of Directors. The Company also announced that Mr. Palmisano and Mr. Levangie succeeded James M. Corbett, who resigned as Chairman of the Board of Directors, as a director and as President and Chief Executive Officer of the Company. The appointment of Mr. Palmisano and Mr. Levangie and the resignation of Mr. Corbett were effective April 6, 2008. Mr. Corbett’s resignation is not the result of any disagreement or other dispute with the Company regarding any policy or practice of the Company.

The foregoing summary of the press release does not purport to be complete and is qualified in its entirety by reference to the press release, a copy of which is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference thereto.

Mr. Palmisano, age 63, most recently served as President and Chief Executive Officer of IntraLase Corp. from April 2003 to April 2007, when it was acquired by Advanced Medical Optics, Inc. From April 2001 to April 2003, he served as the President and Chief Executive Officer of MacroChem Corporation, a development stage pharmaceutical corporation. From April 1997 to January 2001, he was President and Chief Executive Officer of Summit Autonomous, Inc., a global medical products company that was acquired by Alcon, Inc. in October 2000. Prior to that, he held various executive positions with Bausch & Lomb Incorporated. Mr. Palmisano earned his B.A. in Political Science from Providence College. Mr. Palmisano has served as a director on the Advanced Medical Optics Board of Directors since April 2007 and as a director on the Osteotech, Inc. Board of Directors since March 2005.

In connection with the appointment of Mr. Palmisano as the President and Chief Executive Officer of the Company, the Company and Mr. Palmisano entered into an Employment and Change in Control Agreement, dated as of April 6, 2008 (the “Employment Agreement”). The Employment Agreement provides that Mr. Palmisano will be paid a minimum annual base salary of $600,000, subject to further increases by the Board of Directors, and will be entitled to earn an annual bonus of up to 100% of Mr. Palmisano’s base salary based upon the achievement of performance objectives set by the Compensation Committee of the Company’s Board of Directors. Mr. Palmisano’s compensation under the Employment Agreement also includes a monthly housing allowance of $5,000 for housing in or near Plymouth, Minnesota, and a monthly automobile allowance of $1,500, each of which will be grossed up by the Company to the extent that such payments are subject to income taxes payable by Mr. Palmisano. The Employment Agreement has an initial term expiring April 6, 2011, and contains a provision that automatically extends the term for an additional one year unless either party provides notice to the other of its intent not to extend the term of the Employment Agreement at least 90 days prior to the expiration of the then current term. The Employment Agreement further provides that if the Company provides notice of its intent not to renew the Employment Agreement, it shall be treated as a termination of Mr. Palmisano’s employment by the Company without cause.

Under the terms of the Employment Agreement, in the event the Company terminates Mr. Palmisano’s employment without cause or Mr. Palmisano terminates his employment for good reason, Mr. Palmisano will be entitled to (i) receive any accrued and unpaid base salary, (ii) the value of any accrued and unused vacation, (iii) receive a single lump sum payment equal to (x) 150% of his base pay and (y) a pro rata portion of his bonus to the extent the applicable performance objectives have been achieved, (iv) elect continuation coverage under COBRA for 18 months following the date of termination, the premiums for which will be paid by the Company, (v) elect health care continuation coverage for an additional 18 months following such 18-month severance period and (vi) receive, for 18 months following the date of termination, all fringe benefits and perquisites to which he is entitled under the Employment Agreement and which may legally be provided by the Company to non-employees, as well as the housing and car allowances described above (but, with respect to the housing allowance, only to the extent necessary to pay lease or rental obligations existing on the date of termination and in any case not to exceed the 18-month severance period). In the event Mr. Palmisano’s employment with the Company is terminated as a result of his

disability or otherwise (other than by the Company without cause or by Mr. Palmisano for good reason), he will be entitled to receive accrued but unpaid base salary and bonus payments through the date of termination.

In the event that following a change in control, the Company terminates Mr. Palmisano’s employment without cause or Mr. Palmisano terminates his employment for good reason Mr. Palmisano will be entitled to (i) receive any accrued and unpaid base salary, (ii) the value of any accrued and unused vacation, (iii) receive a pro rata portion of his bonus, (iv) receive a lump sum payment equal to the sum of (x) 36 months of his then current base pay and (y) 300% of his then current bonus plan payment, (v) elect continuation coverage under COBRA for 36 months following the date of termination, the premiums for which will be paid by the Company, (vi) elect health care continuation coverage for an additional 18 months following such 36-month severance period and (vii) receive, for 36 months following the date of termination, all fringe benefits and perquisites to which he is entitled under the Employment Agreement and which may legally be provided by the Company to non-employees, as well as the housing and car allowances described above (but, with respect to the housing allowance, only to the extent necessary to pay lease or rental obligations existing on the date of termination and in any case not to exceed the 36-month severance period). In addition, upon a change in control of the Company, the Employment Agreement provides that all unvested stock options and stock awards will become fully vested and immediately exercisable.

The Employment Agreement also provides that in the event any payment or benefit provided by the Company to or for the benefit of Mr. Palmisano, either under the Employment Agreement or otherwise, will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the Company will make an additional lump sum payment to Mr. Palmisano that will be sufficient, after giving effect to all federal, state and other taxes and charges with respect to such payment, to make Mr. Palmisano whole for all taxes (including withholding taxes) imposed under Section 4999 of the Internal Revenue Code.

In connection with Employment Agreement, the Company and Mr. Palmisano entered into a Confidentiality, Non-Competition and Non-Solicitation Agreement, dated as of April 6, 2008 (the “Confidentiality Agreement”). The Confidentiality Agreement contains customary perpetual confidentiality provisions as well as customary non-competition and non-solicitation covenants for the term of Mr. Palmisano’s employment and for 1 year following any termination thereof.

The Company and Mr. Palmisano also entered into an Indemnification Agreement, dated as of April 6, 2008 (the “Indemnification Agreement”), that is substantially in the form entered into between the Company and its other directors. Under the Indemnification Agreement, the Company is required to indemnify Mr. Palmisano against expenses, judgments, penalties, fines, settlements and other amounts actually and reasonably incurred, including expenses of a derivative action, in connection with an actual or threatened proceeding if any he is made a party because he is or was one of our directors. The Company will be obligated to pay these amounts only if Mr. Palmisano acted in good faith and in a manner that he reasonably believed to be in or not opposed to the Company’s best interests. With respect to any criminal proceeding, the Company will be obligated to pay these amounts only if Mr. Palmisano had no reasonable cause to believe his conduct was unlawful. The Indemnification Agreement also sets forth procedures that will apply in the event of a claim for indemnification.

The foregoing summaries of the Employment Agreement, the Indemnification Agreement and the Confidentiality Agreement do not purport to be complete and are qualified in their entirety by reference to the Employment Agreement, the Indemnification Agreement and the Confidentiality Agreement, copies of which are included as Exhibits 10.1, 10.2 and 10.3, respectively, to this Form 8-K and are incorporated herein by reference thereto.

On April 6, 2008, the Company granted to Mr. Palmisano two options (the “Options”) to purchase an aggregate of 1,054,000 shares of Company common stock at an exercise price of $8.64 per share, the closing sale price of the Company’s common stock on April 4, 2008. One Option, to purchase 300,000 shares of Company common stock, was granted to Mr. Palmisano under the 2005 ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan. The other Option, to purchase 754,000 shares of Company common stock (the “Inducement Grant”), was granted outside of the terms of the Company’s existing equity incentive plans, was approved by the Compensation Committee of the Company’s Board of Directors, and was granted pursuant to an exemption from NASDAQ’s shareholder approval requirements under NASDAQ Marketplace Rule Section 4350(i)(1)(A)(iv). Each Option vests 25% on the first anniversary of the grant date and the remaining 75% vests at a rate of 1/36^th per month over the thirty-six months following the first anniversary of the grant date. As set forth above, however, the Options will

become fully vested and immediately exercisable in the event of a change in control of the Company. The Options have a term of 10 years from the date of grant.

The foregoing summaries of the Options do not purport to be complete and are qualified in their entirety by reference to the ev3 Inc. 2005 Incentive Plan Stock Option Agreement and Robert J. Palmisano Inducement Grant Option Agreement, forms of which are included as Exhibits 10.4 and 10.5, respectively, to this Form 8-K and are incorporated herein by reference thereto.

The Company intends to file an amendment to this Form 8-K to provide information regarding the terms and conditions relating to Mr. Corbett’s severance arrangement.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In anticipation of the election of Mr. Levangie as the Chairman of the Board of Directors, as described above, on April 6, 2008, the Board of Directors of the Company amended the ev3 Inc. Amended and Restated By-laws (the “Old By-laws”), by adopting the ev3 Inc. Second Amended and Restated By-laws (the “New By-laws”). The provisions of the New By-laws reflecting substantive changes from the Old By-laws include the addition of a new Section 3.15 that allows for the election by the Board of one of its members to be the non-executive Chairman of the Board of Directors. In addition, in connection with the foregoing change, the officer provisions in Article IV of the Old By-laws were amended by revising Section 4.01 and deleting Section 4.04 in order to eliminate the reference to the position of Chairman as an officer position.

The foregoing summary of the amendments to the Old By-laws does not purport to be complete and is qualified in its entirety by reference to the New By-laws, a copy of which is included as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference thereto.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	3.1	ev3 Inc. Second Amended and Restated By-laws
	10.1	Employment and Change in Control Agreement, dated as of April 6, 2008, between ev3 Inc. and Robert J. Palmisano
	10.2	Confidentiality, Non-Competition and Non-Solicitation Agreement, dated as of April 6, 2008, between ev3 Inc. and Robert J. Palmisano
	10.3	Indemnification Agreement, dated as of April 6, 2008, between ev3 Inc. and Robert J. Palmisano
	10.4	ev3 Inc. 2005 Incentive Plan Stock Option Agreement
	10.5	Robert J. Palmisano Inducement Grant Option Agreement
	99.1	Press Release, dated April 7, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ev3 Inc.
By:	/s/ Kevin Klemz
Name:	Kevin Klemz
Title:	Senior Vice President and Chief Legal Officer

Date: April 7, 2008

EXHIBIT INDEX

Exhibit No.		Description
	3.1	ev3 Inc. Second Amended and Restated By-laws
	10.1	Employment and Change in Control Agreement, dated as of April 6, 2008, between ev3 Inc. and Robert J. Palmisano
	10.2	Confidentiality, Non-Competition and Non-Solicitation Agreement, dated as of April 6, 2008, between ev3 Inc. and Robert J. Palmisano
	10.3	Indemnification Agreement, dated as of April 6, 2008, between ev3 Inc. and Robert J. Palmisano
	10.4	ev3 Inc. 2005 Incentive Plan Stock Option Agreement
	10.5	Robert J. Palmisano Inducement Grant Option Agreement
	99.1	Press Release, dated April 7, 2008

EX-3.1

Exhibit 3.1

ev3 Inc.

Incorporated under the laws
of the State of Delaware

SECOND AMENDED AND RESTATED

BY-LAWS

As adopted on April 6, 2008

ev3 Inc.

SECOND AMENDED AND RESTATED BY-LAWS

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES		1
SECTION 1.01 Registered Office		1
SECTION 1.02 Other Offices		1
ARTICLE II MEETINGS OF STOCKHOLDERS		1
SECTION 2.01 Place of Meetings		1
SECTION 2.02 Annual Meeting		1
SECTION 2.03 Special Meetings		3
SECTION 2.04 Notice of Meetings		4
SECTION 2.05 Quorum		4
SECTION 2.06 Voting		4
SECTION 2.07 Consent of Stockholders in Lieu of Meeting		5
SECTION 2.08 List of Stockholders Entitled to Vote		5
SECTION 2.09 Stock Ledger		5
ARTICLE III DIRECTORS		5
SECTION 3.01 Number of Directors		5
SECTION 3.02 Vacancies		6
SECTION 3.03 Duties and Powers		6
SECTION 3.04 Meetings		6
SECTION 3.05 Quorum		7
SECTION 3.06 Actions of the Board of Directors in Lieu of a Meeting		7
SECTION 3.07 Meetings by Means of Conference Telephone		7
SECTION 3.08 Committees		7
SECTION 3.09 Compensation		9
SECTION 3.10 Interested Directors		9
SECTION 3.11 Election and Removal of Directors		9
SECTION 3.12 Corporate Governance Compliance		9
SECTION 3.13 Audit Committee		10
SECTION 3.14 Compensation Committee		10
SECTION 3.15 Chairman of the Board of Directors		10
ARTICLE IV OFFICERS		10
SECTION 4.01 General		10
SECTION 4.02 Election		11
SECTION 4.03 Voting Securities Owned by the Corporation		11
SECTION 4.04 [Reserved]		11
SECTION 4.05 President and Chief Executive Officer		11
SECTION 4.06 Vice Presidents		12

	Page
SECTION 4.07 Secretary		12
SECTION 4.08 Assistant Secretaries		12
SECTION 4.09 Chief Financial Officer		13
SECTION 4.10 Assistant Treasurer		13
SECTION 4.11 Other Officers		13
SECTION 4.12 Resignations		13
SECTION 4.13 Removal		14
SECTION 4.14 Compensation		14
SECTION 4.15 Authority and Duties of Officers		14
ARTICLE V STOCK		15
SECTION 5.01 Form of Certificates		15
SECTION 5.02 Signatures		15
SECTION 5.03 Lost Certificates		15
SECTION 5.04 Transfers		15
SECTION 5.05 Record Date		16
SECTION 5.06 Beneficial Owners		16
ARTICLE VI NOTICES		16
SECTION 6.01 Notices		16
SECTION 6.02 Waivers of Notice		16
ARTICLE VII GENERAL PROVISIONS		17
SECTION 7.01 Dividends		17
SECTION 7.02 Disbursements		17
SECTION 7.03 Fiscal Year		17
SECTION 7.04 Corporate Seal		17
ARTICLE VIII INDEMNIFICATION		17
SECTION 8.01 Insurance		17
ARTICLE IX AMENDMENTS		18
SECTION 9.01 Amendments		18

- ii -

SECOND AMENDED AND RESTATED

BYLAWS

OF

ev3 Inc.

ARTICLE I
OFFICES

          SECTION 1.01 Registered Office.

     ev3 Inc. (the “Corporation”) shall at all times maintain a registered office in the State of Delaware. The registered office and registered agent of the Corporation shall be fixed in the Corporation’s Certificate of Incorporation and may be changed from time to time by the Corporation in the manner specified by law.

          SECTION 1.02 Other Offices.

     The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

          SECTION 2.01 Place of Meetings.

     Meetings of the stockholders for the election of directors or for any other purpose will be held at such time and place, either within or without the State of Delaware as designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a) of the Delaware General Corporation Law (the “DGCL”).

          SECTION 2.02 Annual Meeting.

     (A) Annual meetings of stockholders will be held each year on such date and at such time as designated by the Board of Directors. At the annual meeting, and in accordance with the Certificate of Incorporation, stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the

meeting. Written notice of the annual meeting stating the place, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) days nor more than sixty (60) days before the date of the meeting.

     (B) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (1) pursuant to the Corporation’s notice of meeting delivered pursuant to Section 6.01 of these Bylaws, (2) by or at the direction of the Chairman of the Board of Directors or (3) by any stockholder of the Corporation who is entitled to vote at the meeting who complied with the notice procedures set forth in paragraphs (B), (C) and (D) of this Section 2.02 and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation.

     (C) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (3) of paragraph (B) of this Section 2.02, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from the anniversary date of the previous year’s meeting, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Public announcement of an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice.

     (D) Such stockholder’s notice also shall set forth: (1) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (2) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of any resolution proposed to be adopted at the meeting, the reasons for conducting such business at the meeting, any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and a representation that the stockholder is a stockholder of record and intends to appear in person or by proxy at the annual meeting to bring the business proposed in the notice before the meeting; and (3) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (a) the name and address of such stockholder, as they appear on the Corporation’s stock transfer books, and of such beneficial owner and (b) the class, series and number of

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shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

     (E) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.02 shall be eligible for election to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded. The chairman of the meeting of stockholders shall, if the facts warrant, determine and declare to the meeting that any nomination or business was not properly brought before the meeting and in accordance with the provisions of these Bylaws, and if he or she should so determine, the chairman shall so declare to the meeting, and any such nomination or business not properly brought before the meeting shall not be transacted.

     (F) Nothing in these Bylaws shall be deemed to affect any rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect directors under specified circumstances. Notwithstanding the foregoing provisions of this Section 2.02, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.02.

     Whenever used in these Bylaws, “public announcement” shall mean disclosure (a) in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

          SECTION 2.03 Special Meetings.

     Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by applicable law or by the Certificate of Incorporation, special meetings of stockholders, for any purpose or purposes, may be called by (i) the Board of Directors of the Corporation, (ii) the Chairman of the Board of Directors or (iii) the President and Chief Executive Officer and shall be called by the President and Chief Executive Officer at the request of one or more stockholders holding shares of common stock representing more than 50% of the combined voting power of the outstanding common stock then entitled to vote. Such request will state the purpose or purposes of the proposed meeting. Written notice of a special meeting stating the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and

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the purpose or purposes for which the meeting is called will be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

          SECTION 2.04 Notice of Meetings.

     Notice of any meeting of stockholders shall be given in accordance with Section 6.01 of these Bylaws. Notice of any meeting of stockholders may be waived in accordance with Section 6.02 of these Bylaws.

          SECTION 2.05 Quorum.

     Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by applicable law or by the Certificate of Incorporation, the holders representing a majority of the combined voting power of the capital stock issued and outstanding and entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum is not present or represented at any meeting of the stockholders, the Chairman of the meeting or stockholders representing a majority of the capital stock entitled to vote at the meeting, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder entitled to vote at the meeting. The stockholders present at a duly called meeting at which a quorum was originally present may continue to transact business until adjourned, notwithstanding the withdrawal of enough stockholders to leave less than a quorum present.

          SECTION 2.06 Voting.

     Subject to the rights of the holders of any series of preferred stock and except as otherwise required by applicable law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders will be decided by the vote of the holders of at least a majority of the voting power of the capital stock represented and entitled to vote thereat. Except as otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders is entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy, but no proxy will be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting be cast by written ballot.

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          SECTION 2.07 Consent of Stockholders in Lieu of Meeting.

     Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

          SECTION 2.08 List of Stockholders Entitled to Vote.

     The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder (but not the electronic mail address or other electronic contact information, unless the Board of Directors so directs) and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place will be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

          SECTION 2.09 Stock Ledger.

     The stock ledger of the Corporation is the only evidence as to the stockholders who are entitled to examine the stock ledger, the list required by Section 2.08, or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III
DIRECTORS

          SECTION 3.01 Number of Directors.

     Subject to any rights of holders of preferred stock to elect directors under specified circumstances, the number of directors which shall constitute the whole Board of Directors shall be fixed from time to time solely pursuant to a resolution adopted by a majority of the Corporation’s directors then in office; provided that the Board of Directors shall consist of at least five members. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. The Board of Directors shall be divided into three classes to be designated as Class I, Class II and Class III. In the event of any increase or decrease in the authorized number of directors, the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal in number as

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possible. The directors, other than the first Board of Directors, chosen to succeed those whose terms are expiring shall be elected at the annual meeting of stockholders, shall be identified as being of the same class as the directors whom they succeed, and shall be elected for a term ending at the time of the third succeeding annual meeting of stockholders, or thereafter in each case when their respective successors are duly elected and qualified.

          SECTION 3.02 Vacancies.

     Any director may resign at any time upon written notice to the Corporation. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by an affirmative vote of the majority of the directors then in office, though less than a quorum, or by a sole remaining director and the director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is apportioned, and until such director’s successor shall have been duly elected and qualified. If there are no directors in office, then an election of directors may be held in the manner provided by law.

     When one or more directors resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section 3.02 in the filling of other vacancies.

          SECTION 3.03 Duties and Powers.

     The business of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

          SECTION 3.04 Meetings.

     The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there is one, the President and Chief Executive Officer, or a majority of directors. Notice thereof stating the place, date and hour of the meeting will be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegraph, cable, wireless or other form of electronic communication with twenty-four (24) hours notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

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          SECTION 3.05 Quorum.

     Except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum is an act of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

          SECTION 3.06 Actions of the Board of Directors in Lieu of a Meeting.

     Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors of the Corporation or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

          SECTION 3.07 Meetings by Means of Conference Telephone.

     Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.07 shall constitute presence in person at such meeting.

          SECTION 3.08 Committees.

     The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by applicable law and

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provided in the resolution of the Board of Directors or these Bylaws establishing such committee, shall have and may exercise all the lawfully delegable powers, duties and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee will keep regular minutes and report to the Board of Directors when required. Each committee will comply with all applicable provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission and the rules and requirements of the NASDAQ National Market (“NASDAQ”) or the New York Stock Exchange (“NYSE”), as applicable, and will have the right to retain independent legal counsel and advisors at the Corporation’s expense.

     Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member’s term on the Board of Directors. The Board of Directors, subject to the provisions of Section 3.12, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of such member’s death, resignation or removal. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.

     Meetings and actions of committees shall be governed by, and held and taken in accordance with the provisions of:

(i)	Section 3.04 (Meetings);
(ii)	Section 3.05 (Quorum);
(iii)	Section 3.06 (Actions in Lieu of a Meeting); and
(iv)	Section 3.07 (Meetings by means of Conference Telephone)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. Notwithstanding the foregoing:

(i)	the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii)	special meetings of committees may also be called by resolution of the Board; and
(iii)	notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government if any committee is not consistent with the provisions of these bylaws.

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          SECTION 3.09 Compensation.

     The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment will preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

          SECTION 3.10 Interested Directors.

     No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, will be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

          SECTION 3.11 Election and Removal of Directors.

     Any or all of the directors (other than the directors elected by the holders of any class or classes of preferred stock of the Corporation, voting separately as a class or classes, as the case may be) may be removed at any time only for cause by the affirmative vote of a majority in voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting as a single class.

          SECTION 3.12 Corporate Governance Compliance.

     Without otherwise limiting the powers of the Board of Directors and provided that shares of capital stock of the Corporation are listed for trading on either the NYSE or the NASDAQ, the Corporation shall comply with the corporate governance rules and requirements of the NYSE and the NASDAQ, as applicable.

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          SECTION 3.13 Audit Committee.

     The Board of Directors shall establish an Audit Committee whose principal purpose will be to oversee the Corporation’s and its subsidiaries’ accounting and financial reporting processes, internal systems of control, independent auditor relationships and audits of consolidated financial statements of the Corporation and its subsidiaries. The Audit Committee will also determine the appointment of the independent auditors of the Corporation and any change in such appointment and ensure the independence of the Corporation’s auditors. In addition, the Audit Committee will assume such other duties and responsibilities as the Board of Directors may confer upon the committee from time to time. In the event of any inconsistency between this Section 3.13 and the Certificate of Incorporation, the terms of the Certificate of Incorporation will govern.

          SECTION 3.14 Compensation Committee.

     The Board of Directors shall establish a Compensation Committee whose principal duties will be to review employee compensation policies and programs as well as the compensation of the President and Chief Executive Officer and other executive officers of the Corporation, to recommend to the Board of Directors a compensation program for outside members of the Board of Directors, as well as such other duties and responsibilities as the Board of Directors may confer upon the committee from time to time. In the event of any inconsistency between this Section 3.14 and the Certificate of Incorporation, the terms of the Certificate of Incorporation shall govern.

          SECTION 3.15 Chairman of the Board of Directors.

     The Board of Directors, in its discretion, may elect a Chairman of the Board of Directors. The Chairman of the Board of Directors, if there is one, will preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors also will perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors. The Chairman of the Board of Directors must be a director but need not be a stockholder or officer of the Corporation.

ARTICLE IV
OFFICERS

          SECTION 4.01 General.

     The officers of the Corporation will be elected by the Board of Directors. The Board of Directors, in its discretion, may elect a President and Chief Executive Officer, a Secretary, a Chief Financial Officer, Vice Presidents or Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers as determined by the Board of Directors from time to time in accordance with Section 4.11 of these Bylaws. Any number of offices may be held by the same person, unless otherwise prohibited by applicable law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders or directors of the Corporation.

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          SECTION 4.02 Election.

     The Board of Directors at its first meeting held after each annual meeting of stockholders will elect the officers of the Corporation who will hold their offices for such terms and will exercise such powers and perform such duties as determined from time to time by the Board of Directors. All officers of the Corporation will hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation will be filled by the Board of Directors. The salaries of all officers of the Corporation will be fixed by the Board of Directors.

          SECTION 4.03 Voting Securities Owned by the Corporation.

     Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President and Chief Executive Officer, any Vice President or any other person authorized by the Board of Directors, the President and Chief Executive Officer and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer deems advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation owns securities and at any such meeting will possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

          SECTION 4.04 [Reserved]

          SECTION 4.05 President and Chief Executive Officer.

     Subject to the control of the Board of Directors and any supervisory powers the Board of Directors may give to the Chairman of the Board of Directors, the President and Chief Executive Officer shall, together with the Vice Presidents of the Corporation, have general supervision, direction, and control of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President and Chief Executive Officer shall execute all bonds, mortgages, contracts and other instruments of the Corporation except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws or the Board of Directors. The President and Chief Executive Officer shall, together with the Vice Presidents of the Corporation, also perform all duties incidental to this office that may be required by law and all such other duties as are properly required of this office by the Board of Directors or assigned to him by the Bylaws. In the absence of the Chairman of the Board of Directors, the President and Chief Executive Officer shall preside at all meetings of the Board of Directors and of stockholders.

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          SECTION 4.06 Vice Presidents.

     At the request of the President and Chief Executive Officer or in the event of a vacancy or in the event of his inability to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) will perform the duties of the President and Chief Executive Officer, and when so acting, will have all the powers of and be subject to all the restrictions upon the President and Chief Executive Officer. Each Vice President will perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there is no Chairman of the Board of Directors and no Vice President, the Board of Directors will designate the officer of the Corporation who, in the event of a vacancy or in the event of the inability of the President and Chief Executive Officer to act, will perform the duties of the President and Chief Executive Officer, and when so acting, will have all the powers of and be subject to all the restrictions upon the President and Chief Executive Officer .

          SECTION 4.07 Secretary.

     The Secretary will attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary also will perform like duties for the standing committees when required. The Secretary will give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and will perform such other duties as may be prescribed by the Board of Directors or President and Chief Executive Officer, under whose supervision he will be. If there is no Secretary, or the Secretary is unable or refuses to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President and Chief Executive Officer may choose another officer to cause such notice to be given.

     The Secretary will have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, will have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary will see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

          SECTION 4.08 Assistant Secretaries.

     Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, will perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President and Chief Executive Officer, any Vice President, if there is one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, will perform the duties of the Secretary, and

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when so acting, will have all the powers of and be subject to all the restrictions upon the Secretary.

          SECTION 4.09 Chief Financial Officer.

     The Chief Financial Officer, subject to the order of the Board of Directors, shall have the care and custody of the moneys, funds, valuable papers and documents of the Corporation (other than his own bond, if any, which shall be in the custody of the President and Chief Executive Officer), and shall have, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or be the President and Chief Executive Officer if the Board does not do so. He may endorse for deposit or collection all checks, notes, and similar instruments payable to the Corporation or to its order. He shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the Corporation, and together with all of he property of the Corporation in his possession, shall be subject at all times to the inspection and control of the Board of Directors. The Chief Financial Officer shall be subject in every way to the order of the Board of Directors, and shall render to the Board of Directors and/or the President and Chief Executive Officer of the Corporation, whenever they may require it, an account of all his transactions and of the financial condition of the Corporation. In addition to the foregoing, the Chief Financial Officer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the President and Chief Executive Officer if the Board of Directors does not do so.

          SECTION 4.10 Assistant Treasurer.

     The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Chief Financial Officer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the President and Chief Executive Officer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

          SECTION 4.11 Other Officers.

     Such other officers as the Board of Directors may choose will perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

          SECTION 4.12 Resignations.

     Any officer many resign at any time by giving written notice to the Board of Directors or to the President and Chief Executive Officer or to the Secretary. Any such

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resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.

          SECTION 4.13 Removal.

     Any officer may be removed from office at any time, with or without cause, by the vote or written consent of a majority of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors. In addition, any officer appointed by the President and Chief Executive Officer may be removed from office at any time, with or without cause, by the President and Chief Executive Officer.

          SECTION 4.14 Compensation.

     The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

          SECTION 4.15 Authority and Duties of Officers.

     In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors.

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ARTICLE V
STOCK

          SECTION 5.01 Form of Certificates.

     The Corporation may issue certificates to evidence the shares of its stock, if and to the extent such certificates are issued, they will be signed, in the name of the Corporation by (i) the Chairman of the Board of Directors, the President and Chief Executive Officer, or a Vice President and (ii) the Chief Financial Officer or an Assistant Treasurer, the Secretary, or an Assistant Secretary, of the Corporation or other officer designated by the Board of Directors, certifying the number of shares owned by him in the Corporation.

          SECTION 5.02 Signatures.

     Where a stock certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          SECTION 5.03 Lost Certificates.

     The Board of Directors may direct a new certificate to be issued in place of any stock certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the stock certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

          SECTION 5.04 Transfers.

     Stock of the Corporation is transferable in the manner prescribed by law, the Certificate of Incorporation of the Corporation and in these Bylaws. If shares intended to be transferred are represented by stock certificates, transfers of stock will be made on books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which will be canceled before a new certificate is issued.

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          SECTION 5.05 Record Date.

     In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders will apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          SECTION 5.06 Beneficial Owners.

     The Corporation is entitled to recognize the exclusive right of a person registered on its books as the owner of shares or owner-in-trust of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and is not bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law.

ARTICLE VI
NOTICES

          SECTION 6.01 Notices.

     Whenever written notice is required to be given under applicable provisions of the DGCL, the Certificate of Incorporation or these Bylaws, to any director, member of a committee or stockholder, except as otherwise provided in these Bylaws, such notice may be given personally, or by mailing a copy of such notice, postage prepaid, directly to such director, member of a committee or stockholder to his or her address as it appears in the records of the Corporation or by transmitting such notice thereof to him or her by facsimile, cable or, to the extent permissable under Section 232 of the DGCL, other electronic transmission to the number or address specified in the records of the Corporation.

          SECTION 6.02 Waivers of Notice.

     Whenever any notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is given, will be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE VII
GENERAL PROVISIONS

          SECTION 7.01 Dividends.

     Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

          SECTION 7.02 Disbursements.

     All checks or demands for money and notes of the Corporation will be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

          SECTION 7.03 Fiscal Year.

     Unless otherwise fixed by resolution of the Board of Directors, the fiscal year of the Corporation will begin on January 1st and end on December 31^st in each calendar year.

          SECTION 7.04 Corporate Seal.

     The corporate seal will have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII
INDEMNIFICATION

          SECTION 8.01 Insurance.

     To the fullest extent permitted by applicable law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions its Certificate of Incorporation or otherwise.

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ARTICLE IX
AMENDMENTS

          SECTION 9.01 Amendments.

     These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted, in each case, by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote for the Board of Directors, provided that an amendment to Sections 2.02, 2.03, 2.04 and 3.11 herein and this Section 9.01 shall require the consent of the holders of at least two-thirds of the outstanding shares entitled to vote for the Board of Directors, or by a majority of the Board of Directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal the Bylaws. Notice of such alteration, amendment, repeal or adoption of new Bylaws will be contained in the notice of such meeting of stockholders or Board of Directors.

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EX-10.1

Exhibit 10.1

ROBERT J. PALMISANO

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT

     This EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made as of April 6, 2008 (the “Effective Date”) by and among ev3 Inc., a Delaware corporation (“ev3”), and Robert J. Palmisano, an individual (“Executive”), with respect to the facts and circumstances set forth below. Capitalized terms used herein without definition shall have the respective meanings assigned thereto in Article 12 of this Agreement.

RECITALS

     WHEREAS, ev3 desires to employ Executive as its President and Chief Executive Officer and to appoint Executive as a member of the Board, and Executive desires to accept such employment and appointment;

     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

1.1 Employment. ev3 will hereby employ Executive as the President and Chief Executive Officer of ev3 on the terms and conditions hereinafter set forth. For purposes of payroll and related corporate record, Executive will be deemed to be an employee of ev3 Endovascular, Inc., a wholly-owned subsidiary of ev3. Executive will also be appointed to serve as a member of the Board.

1.2 Term of Agreement. This Agreement is effective immediately and will continue for a period of three years until April 6, 2011 (the “Term”) and shall be automatically extended thereafter for successive terms of one year each, unless either party provides notice to the other at least ninety days prior to the expiration of the original or any extension term that the Agreement is not to be extended. The employment period may be sooner terminated by either party in accordance with Articles 2 and 3.

1.3 Duties. Executive shall perform all the duties and obligations reasonably associated with the position of President and Chief Executive Officer consistent with the Bylaws of ev3 as in effect from time to time, subject solely to the supervision of the Board, and such other executive duties consistent with the foregoing as are mutually agreed upon from time to time by Executive and the Board. Executive shall perform the services contemplated herein faithfully and diligently. Executive shall devote substantially all of his business time and efforts to the rendition of such services; provided, that Executive may participate in social, civic, charitable, religious, business, educational or professional associations and, with the prior approval of the Board, serve on the boards of directors of no more than two other companies at any given time, so long as such participation does not materially interfere with the duties and obligations of Executive hereunder.

1.4 Primary Work Location. Executive’s primary work location for the performance of services hereunder will be at the Company’s offices located in Plymouth, Minnesota. Executive acknowledges and agrees that the nature of the Company’s business will require travel from time to time. In addition, the Company will pay or reimburse Executive for expenses incurred for weekly air travel between his personal residences (in Massachusetts and Florida) and Plymouth, Minnesota. To the extent that such payments are subject to income taxes payable by Executive, the Company shall, for each tax year of Executive in which such payments are made or deemed made, pay Executive an amount to reimburse Executive for such income taxes for such tax year, on a gross-up basis.

1.5 Base Pay. In consideration for Executive’s services hereunder, the Company will pay Executive an annual base salary at the rate of not less than $600,000 per year during each year of the Term (subject to further annual increases by the Board), payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings).

1.6 Bonus Plan. Executive shall be entitled to earn a bonus with respect to each year during the Term, based upon Executive’s achievement of performance objectives set by the Company’s compensation committee (the “Compensation Committee”) after consultation with Executive, with a targeted bonus opportunity of one hundred percent (100%) of Executive’s Base Pay for such year. Any such bonus shall be paid no later than annually within 2 ¹/2 months following the end of the calendar year to which the bonus relates.

1.7 Equity Compensation. As an additional element of compensation to Executive, in consideration of services to be rendered hereunder, on the Effective Date, the Company shall grant to Executive options to purchase an aggregate of 1,054,000 shares of ev3 common stock (the “Initial Options”). The Initial Options shall vest 25% on the first anniversary of the grant date and the remaining 75% shall vest at a rate of 1/36^th per month over the thirty-six months following the first anniversary of the grant date. The terms and conditions of the Initial Options shall be governed by Stock Option Agreements, substantially in the forms attached to this Agreement as Exhibits A-1 and A-2 reflecting such grant and, in each case, providing for, among other things, the terms set forth in this Article 1.7. In addition to the Initial Options, the Compensation Committee shall review Executive’s long-term compensation at least annually and, after consultation with Executive, shall consider granting annual additional equity awards.

1.8 Vacation. Executive shall be entitled to not less than four (4) weeks of vacation each calendar year, without reduction in compensation, and otherwise in accordance with the general policies of the Company applicable generally to other senior executives of the Company.

1.9 Employee Benefits. Executive shall receive all group insurance, including but not limited to health and dental, and any other benefits under any of the Company’s Benefit Plans, on the same basis as are available to other senior executives of the Company under the Company’s personnel policies in effect from time to time. Executive shall receive all other such fringe benefits as the Company may offer to other senior executives of the Company generally under the Company personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

1.10 Indemnification. Concurrently with the execution and delivery of this Agreement, the Company and Executive are entering into an indemnification agreement in the form attached hereto as Exhibit B providing, among other things, for indemnification of Executive to the fullest extent permitted by applicable law.

1.11 Reimbursement for Expenses. Executive shall be reimbursed by the Company for all documented reasonable expenses (including legal expenses incurred in negotiating and executing this Agreement) incurred by Executive in the performance of his duties or otherwise in furtherance of the business of the Company in accordance with the policies of the Company in effect from time to time. Any reimbursements to Executive shall be paid as promptly as practicable and in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year.

1.12 Housing. During the Term, the Company shall pay Executive $5,000 per month for rental payments and utilities for an apartment in or near Plymouth, Minnesota plus any reasonable future rent or utility cost increases imposed by the landlord for such apartment from time to time after the effective date hereof. By way of clarification, Executive shall be responsible for all arrangements related to renting an apartment in or near Plymouth, Minnesota, and the Company’s obligations hereunder shall be limited to the payment to Executive for rental and utility payments. To the extent that such payments are subject to income taxes payable by Executive, the Company shall, for each tax year of Executive in which such payments are made or deemed made, pay Executive an amount to reimburse Executive for such income taxes for such tax year, on a gross-up basis.

1.13 Automobile Payments. During the Term, the Company shall pay Executive $1,500 per month, in connection with Executive’s leasing or purchase of an automobile (including without limitation insurance and costs of maintenance). By way of clarification, Executive shall be responsible for all arrangements related to leasing or purchasing an automobile, and the Company’s obligations hereunder shall be limited to the payment to Executive for such lease or purchase payments. To the extent that such payments are subject to income taxes payable by Executive, the Company shall, for each tax year of Executive in which such payments are made or deemed made, pay Executive an amount to reimburse Executive for such income taxes for such tax year, on a gross-up basis.

1.14 Stock Option Acceleration. In the event of a Change in Control, regardless of whether the acquiring entity or Successor assumes or replaces the unvested stock options or stock awards then granted to Executive pursuant to any of the Stock Incentive Plans, the vesting schedules under the applicable Stock Option Agreements will be accelerated and all such stock options will become fully vested and immediately exercisable upon the closing of the Change in Control.

1.15 Gross-Up Payments. In the event that it is determined that any payment or benefit provided by the Company to or for the benefit of Executive, either under this Agreement or otherwise, will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any successor provision (“Section 4999”), the Company will, prior to the date on which any amount of the excise tax must be paid or withheld, make an additional lump-sum payment (the “Gross-Up Payment”) to Executive. The Gross-Up Payment will be sufficient, after giving effect to all federal, state and other taxes and charges with respect to the Gross-Up Payment, to make Executive whole for all taxes (including withholding taxes) imposed under Section 4999.

     Determinations under this section 1.15 will be made by the Company’s then current firm of independent auditors (the “Firm”). The determinations of the Firm will be binding upon the Company and the Executive except as the determinations are established in resolution (including by settlement) of a controversy with the Internal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company.

     If the Internal Revenue Service asserts a claim that, if successful, would require the Company to make a Gross-Up Payment or additional Gross-Up Payment, the Company and Executive will cooperate fully in resolving the controversy with the Internal Revenue Service. The Company will make or advance such Gross-Up Payments as are necessary to prevent Executive from having to bear the cost of payments made to the Internal Revenue Service in the course of, or as a result of, the controversy. The Firm will determine the amount of such Gross-Up Payments or advances and will determine after resolution of the controversy whether any advances must be returned by Executive to the Company. The Company will bear all expenses of the controversy and will gross Executive up for any additional taxes that may be imposed upon Executive as a result of payment of such expenses.

ARTICLE 2

2.1 Death or Disability. This Agreement will terminate immediately upon Executive’s death or Disability.

2.2 Termination for Cause. This Agreement may be terminated by the Company for Cause, by providing the Executive with a Notice of Termination that contains a proposed Date of Termination.

2.3 Termination for Good Reason. This Agreement may be terminated by Executive for Good Reason.

2.4 Any Other Reason. The Company shall have to right to terminate Executive’s employment under this Agreement at any time without Cause and Executive shall have the right to terminate employment under this Agreement at any time without Good Reason.

ARTICLE 3

3.1 Termination without Cause or for Good Reason. In the event that this Agreement is terminated by either (a) the Company for any reason other than for Cause or (b) Executive for Good Reason, but excluding such a termination following a Change in Control, Executive shall be entitled to receive a single lump sum payment equal to the sum of the following amounts: (1) the amount of any accrued and unpaid Base Pay then due to Executive and any accrued and unpaid bonus, (2) the value of any accrued and unused vacation, and (3) a single lump sum payment equal to (i) 150% of Executive’s then current Base Pay and (ii) a pro rata portion of Executive’s bonus that would have been earned with respect to the year in which the termination had the Executive remained employed through the end of the performance period based upon the number of months in the year of termination ending on the Date of Termination (assuming for this Article 3.1 that Executive has worked the full month of the month in which the Date of Termination Control occurs) to the extent the performance goals for the performance period have been achieved, for any performance periods beginning after January 1, 2009; provided, that, by way of clarification, in no event shall any such payment be made in the event this Agreement is terminated pursuant to Section 2.1. In addition, the Executive shall be entitled to (i) elect continuation coverage under COBRA during the Severance Period and the Company hereby agrees to pay the premiums for such continuation coverage, (ii) elect health care continuation coverage on substantially the same terms as existed prior to the Date of Termination for an additional eighteen months following the termination of the Severance Period provided that the Executive shall pay to the Company a monthly amount equal to the COBRA premium that would be payable had the Executive been entitled to COBRA coverage under the applicable health care plan, and (iii) for the duration of the Severance Period, to receive all fringe benefits and perquisites to which he is entitled under this Agreement and which may legally be provided by the Company to non-employees (including without limitation cellular telephone, blackberry (or other PDA) and the car allowance provided for under Article 1.13 of this Agreement, but excluding the housing allowance other than amounts (on a grossed-up basis) necessary to pay lease or rental payments for Executive’s apartment described in Section 1.12 with respect to any lease existing at the Date of Termination, provided that lease or rental payments shall not exceed the duration of the Severance Period regardless of the length of the lease).

3.2 Termination without Cause or for Good Reason Following a Change in Control. Executive will become entitled to the benefits described in this Article 3.2 if Executive’s employment is terminated by the Company for any reason other than Cause or Executive terminates employment for Good Reason following a Change in Control that occurs during the Term.

(a) The Company will be responsible for paying to Executive all of the Base Pay owed through such date, the value of any accrued and unused vacation, and a pro rata portion of Executive’s Bonus Plan Payment based upon the number of months in the current year which Executive has worked prior to the date of the Change in Control, assuming for this Article 3.2(a) that Executive has worked the full month of the month in which the Change in Control occurs.

(b) The following terms shall control notwithstanding any conflicting terms contained in any employment agreement, or Stock Option Agreement. In addition to the payments under Article 3.2(a), the Company will be responsible for making a lump sum payment to Executive equal to the sum of (A) 36 months of Executive’s then current Base Pay, and (B) an amount equal to 300% of Executive’s Bonus Plan Payment for the current year.

(c) The Executive shall also be entitled to (i) elect continuation coverage under COBRA during the Severance Period and the Company hereby agrees to pay the premiums for such continuation coverage for the duration of the Severance Period, (ii) elect health care continuation coverage on substantially the same terms as existed prior to the Date of Termination for an additional 18 months following the termination of the Severance Period provided that the Executive shall pay to the Company a monthly amount equal to the COBRA premium that would be payable had the Executive been entitled to COBRA coverage under the applicable health care plan, and (iii) for the duration of the Severance Period, to receive all fringe benefits and perquisites to which he is entitled under this Agreement and which may legally be provided by the Company to non-employees (including without limitation cellular telephone, blackberry (or other PDA) and the car allowance provided for under Article 1.13 of this Agreement, but excluding the housing allowance other than amounts (on a grossed-up basis) necessary to pay lease or rental payments for Executive’s apartment described in Section 1.12 with respect to any lease existing at the Date of Termination, provided that lease or rental payments shall not exceed the duration of the Severance Period regardless of the length of the lease).

Notice by the Company of its intent not to renew the Agreement shall be treated as a termination by the Company without Cause for purposes of this Agreement.

3.3 Termination without Good Reason or for Cause or on account of Disability. In the event that Executive’s employment terminates as a result of Disability or otherwise (other than by the Company without Cause or by the Executive for Good Reason), the Company will pay to the Executive (or his estate) his (1) accrued but unpaid Base Pay and bonus payments through the Date of Termination and (2) unused vacation pay accrued through the Date of Termination.

3.4 Mitigation. The Company expressly agrees and acknowledges that, with respect to any payments due Executive under this Article 3, Executive shall have no duty or obligation to seek or accept other employment, or otherwise mitigate Executive’s damages resulting from such termination.

3.5 Waiver and Release Agreement. In consideration of the severance payments and other benefits described in this Article 3, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute and deliver to the Company within 30 days after the applicable Date of Termination a Waiver and Release Agreement in the form reasonably acceptable to the parties (the “Release”). If Executive fails to execute and deliver the Release Agreement within 30 days after the applicable Date of Termination, or if Executive revokes such Release as provided therein, the Company shall have no obligation to provide any of the severance payments and other benefits described in this Article 3. The timing of severance payments upon Executive’s execution and delivery of the Release shall be further governed by the following provisions:

     (a) In any case in which the Release (and the expiration of any revocation rights provided therein) could only become effective in a particular tax year of Executive, payments conditioned on execution of the Release shall be made within 10 days after the Release becomes effective and such revocation rights have lapsed.

     (b) In any case in which the Release (and the expiration of any revocation rights provided therein) could become effective in one of two taxable years of Executive depending on when Executive executes and delivers the Release, payments conditioned on execution of the Release shall be made within 10 days after the Release becomes effective and such revocation rights have lapsed, but not earlier than the first business day of the later of such tax years.

3.6 Required Delay for Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to Executive’s termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), the stock of the Company or any affiliate is publicly traded on an established securities market or otherwise, and Executive is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months from Executive’s Date of Termination, except in the event of Executive’s death. Within thirty (30) days following the end of such six-month period, or, if earlier, Executive’s death, the Company will make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six-month period but for this Article 3.6. Such catch-up payment shall bear simple interest at the prime rate of interest as published by the Wall Street Journal’s bank survey as of the first day of the six month period, which such interest shall be paid with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. In addition, any tax gross-up payments made pursuant to this Agreement shall be made by the Company by the end of the taxable year following the taxable year in which the tax payment was remitted by Executive. With respect to payments under this Agreement, for purposes of Section 409A, each severance payment will be considered one of a series of separate payments. Amounts payable under this Agreement following Executive’s termination of employment, other than those expressly payable on a deferred or installment basis, will be paid as promptly as practicable after such a termination of employment and, in any event, within 2¹/2 months after the end of the year in which employment terminates.

ARTICLE 4

4. Confidentiality, Non-Competition and Non-Solicitation Agreement. Concurrently with the execution of this Agreement, Executive agrees to execute and deliver to ev3 a Confidentiality, Non-Competition and Non-Solicitation Agreement in the form attached hereto as Exhibit C without alteration or addition other than to include the date.

ARTICLE 5

5. Successors. ev3 will seek to have any Successor, by agreement in form and substance satisfactory to Executive, assume and assent to the fulfillment by such Successor of ev3’s obligations under this Agreement. Failure of ev3 to obtain such assent and assumption at least three (3) business days prior to the time a Third Party becomes a Successor (or where ev3 does not have at least three (3) business days’ advance notice that a Third Party may become a Successor, within one (1) business day after having notice that such Third Party may become or has become a Successor) will constitute Good Reason for termination by Executive of Executive’s employment, provided that the notice requirements set forth below under the definition of Good Reason are satisfied. The date on which any such succession becomes effective will be deemed the Date of Termination, and Notice of Termination will be deemed to

have been given to Executive on that date. A Successor has no rights, authority or power with respect to this Agreement prior to a Change in Control.

ARTICLE 6

6. Binding Agreement. This Agreement inures to the benefit of, and is enforceable by, Executive, Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive dies after a termination from employment while any amount would still be payable to Executive under this Agreement, all such amounts, unless otherwise provided in this Agreement, will be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there be no such designee, to Executive’s estate.

ARTICLE 7

7. Notices. For the purposes of this Agreement, notices and other communications provided for in this Agreement must be in writing and will be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid and addressed to each party’s respective address set forth on the first page of this Agreement, or to such other address as either party may have furnished to the other in writing in accordance with these provisions, except that notice of change of address will be effective only upon receipt.

ARTICLE 8

8. Disputes. If Executive so elects, any dispute, controversy or claim arising under or in connection with this Agreement will be heard and settled exclusively by binding arbitration administered by the American Arbitration Association in Minneapolis, Minnesota before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, that Executive may seek specific performance in a court of competent jurisdiction of Executive’s right to receive benefits until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. If any dispute, controversy or claim for damages arising under or in connection with this Agreement is settled by arbitration, the Company will be responsible for paying, or if elected by Executive, reimbursing, all fees, costs and expenses incurred by Executive related to such arbitration. If Executive does not elect arbitration, Executive may pursue all available legal remedies. The parties agree that any litigation arising under or in connection with this Agreement must be brought in a court of competent jurisdiction in the State of Minnesota, and both parties hereby consent to the exclusive jurisdiction of said courts for this purpose and agree not to assert that such courts are an inconvenient forum. The Company will not assert in any dispute or controversy with Executive arising under or in connection with this Agreement regarding Executive’s failure to exhaust administrative remedies.

ARTICLE 9

9. Related Agreements. To the extent that any provision of any other Benefit Plan or agreement between the Company and Executive limits, qualifies or is inconsistent with any provision of this Agreement, the provision of this Agreement will control. Nothing in this Agreement prevents or limits Executive’s continuing or future participation in, and rights under, any Benefit Plan provided by the Company for which Executive may qualify. Amounts which are vested benefits or to which Executive is otherwise entitled under any Benefit Plan or other agreement with the Company at or subsequent to the Date of Termination will be payable in accordance with the terms thereof. Furthermore, nothing in this Agreement will prevent the Company from seeking enforcement of and damages arising under any

confidentiality, invention assignment or non-competition provision or breach thereof contained in any other agreement with the Company.

ARTICLE 10

10. Survival. The respective obligations of, and benefits afforded to, the Company and Executive which by their express terms or clear intent survive termination of Executive’s employment with the Company or termination of this Agreement, as the case may be, will survive termination of Executive’s employment with the Company or termination of this Agreement, as the case may be, and will remain in full force and effect according to their terms.

ARTICLE 11

11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged other than in a writing signed by Executive and the Company. No waiver by any party to this Agreement at any time of any breach by another party of any provision of this Agreement will be deemed a waiver of any other provisions at the same or at any other time. This Agreement reflects the final and complete agreement of the parties and supersedes all prior and simultaneous agreements with respect to the subject matter hereof, including without limitation any change in control or similar agreement between any past, current or future Affiliate of the Company and Executive. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflict of laws principles of any jurisdiction). The invalidity or unenforceability of all or any part of any provision of this Agreement will not affect the validity or enforceability of the remainder of such provision or of any other provision of this Agreement. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

ARTICLE 12

12. Definitions. The following terms will have the meaning set forth below unless the context clearly requires otherwise. Terms defined elsewhere in this Agreement will have the same meaning throughout this Agreement.

(a) “Affiliate” means, with respect to any Person (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.

(b) “Base Pay” means Executive’s annual base salary from the Company at the rate in effect at the time Notice of Termination is given. Base Pay includes only regular cash salary and is determined before any reduction for deferrals pursuant to any nonqualified deferred compensation plan or arrangement, qualified cash or deferred arrangement or cafeteria plan.

(c) “Benefit Plan” means any

(i) employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended;

(ii) cafeteria plan described in Code Section 125; or

(iii) plan, policy or practice providing for paid vacation, other paid time off or short-or long-term profit sharing, fringe benefits, bonus or incentive payments.

(d) “Board” means the board of directors of ev3.

(e) “Bonus Plan Payment” means the amount of the annual target bonus that is payable by the Company to Executive pursuant to ev3’s company-wide bonus plan or equivalent plan of the Successor, based on the assumption that all of the annual performance milestones will have been satisfied for such year at the target performance level.

(f) “Cause” means: (i) Executive’s gross misconduct; (ii) Executive’s willful and continued failure to perform substantially Executive’s duties with the Company (other than a failure resulting from Executive’s incapacity due to bodily injury or physical or mental illness) after a demand for substantial performance is delivered to Executive by the chair of the Board or the Lead Independent Director of the Board if the Board does not have a chair (or any other director designated by the Board if the Board does not have a chair or a Lead Independent Director) which specifically identifies the manner in which Executive have not substantially performed Executive’s duties and provides for a reasonable period of time within which Executive may take corrective measures; or (iii) Executive’s conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or gross misdemeanor under federal or state law which is materially and demonstrably injurious to the Company or which impairs Executive’s ability to perform substantially Executive’s duties for the Company. An act or failure to act will be considered “gross” or “willful” for this purpose only if done, or omitted to be done, by Executive in bad faith and without reasonable belief that it was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board (or a committee thereof) or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, Executive may not be terminated for Cause unless and until there has been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose, finding that in the good faith opinion of the Board Executive was guilty of the conduct set forth above in clauses (i), (ii) or (iii) of this definition and specifying the particulars thereof in detail.

(g) “Change in Control” means a change in control of ev3 occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not ev3 is then subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall include: (i) the acquisition (other than from ev3) after the date hereof by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this purpose, ev3 or its subsidiaries, any employee benefits plan of ev3 or its subsidiaries which acquires beneficial ownership of voting securities of ev3, any qualified institutional investor who meets the requirements of Rule 13d-1(b)(1) promulgated under the Exchange Act, Warburg Pincus LLC and its affiliates, and The Vertical Group, L.P. and its affiliates) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then-outstanding shares of common stock or the combined voting power of ev3’s then-outstanding capital stock entitled to vote generally in the election of directors; (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) ceasing for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by ev3’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors

of ev3) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) approval by the stockholders of ev3 of (A) reorganization, merger, or consolidation, in each case, with respect to which persons who were the stockholders of ev3 immediately prior to such reorganization, merger, or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, consolidated or other surviving corporation’s then-outstanding voting securities, (B) a liquidation or dissolution of ev3, or (C) the sale of all or substantially all of the assets of ev3.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(i) “Company” means ev3, any Successor and any Affiliate.

(j) “Date of Termination” means: (i) if Executive’s employment is to be terminated by Executive for Good Reason, the date specified in the Notice of Termination which in no event may be a date more than 15 days after the date on which Notice of Termination is given unless the Company agrees in writing to a later date; (ii) if Executive’s employment is to be terminated by the Company for Cause, the date specified in the Notice of Termination; (iii) if Executive’s employment is terminated by reason of Executive’s death, the date of Executive’s death; or (iv) if Executive’s employment is to be terminated by the Company for any reason other than Cause or Executive’s death, the date specified in the Notice of Termination, which in no event may be a date earlier than 15 days after the date on which a Notice of Termination is given, unless Executive expressly agrees in writing to an earlier date. In the case of termination by the Company of Executive’s employment for Cause, then within the 30 days after Executive’s receipt of the Notice of Termination, Executive may notify the Company that a dispute exists concerning the termination, in which event the Date of Termination will be the date set either by mutual written agreement of the parties or by the judge or arbitrator in a proceeding as provided in Article 8 of this Agreement. In all cases, Executive’s termination of employment must constitute a “separation from service” within the meaning of Section 409A of the Code.

(k) “Disability” means Executive is unable to engage in any substantial gainful business activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or that has rendered Executive unable to effectively carry out his duties and obligations under this Agreement or unable to effectively and actively participate in the management of the Company for a period of 180 days within a 365 day period;

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(m) “Good Reason” means:

(i) a substantial change in Executive’s status, position(s), duties or responsibilities as an executive of the Company which, in Executive’s reasonable judgment, is adverse with respect to any of the foregoing;

(ii) a material reduction by the Company in Executive’s Base Pay or a material reduction by the Company in the annual Bonus Plan Payment that Executive may earn in a given year, provided, however, that Executive’s inability to satisfy the existing performance objectives under any bonus plan shall not constitute Good Reason;

(iii) any other material breach by the Company of its obligations hereunder; or

(iv) the failure by the Company to obtain the assent to this Agreement from any Successor as soon as reasonably practicable in the circumstances and in any event within the times required by Article 5 hereof.

Executive’s continued employment does not constitute consent to, or waiver of any rights arising in connection with, any circumstances constituting Good Reason. Executive’s termination of employment for Good Reason as defined in this Article 12(m) will constitute Good Reason for all purposes of this Agreement notwithstanding that Executive may also thereby be deemed to have retired under any applicable retirement programs of the Company. To constitute Good Reason, Executive must provide notice to the Company of the initial occurrence of one of the foregoing events within 90 days of such occurrence and the Company shall have 30 days after the receipt of such notice to remedy the occurrence. In addition, to constitute Good Reason, Executive must terminate employment within 2 years following the initial occurrence of such an event.

(n) “Notice of Termination” means a written notice (except in the case of a deemed Notice of Termination pursuant to Article 5 hereof) which indicates the specific termination provision in this Agreement pursuant to which the notice is given. Any purported termination by the Company or by Executive must be communicated by written Notice of Termination to be effective.

(o) “Severance Period” means

(i) in the event that this Agreement is terminated by either (a) the Company for any reason other than for Cause or (b) Executive for Good Reason, but excluding such a termination following a Change in Control, the 18 month period commencing on the Date of Termination; or

(ii) in the event that Executive’s employment is terminated by the Company for any reason other than Cause or Executive terminates employment for Good Reason following a Change in Control, the 36 month period commencing on the Date of Termination.

(p) “Stock Incentive Plan” means (i) the ev3 LLC 2003 Incentive Plan, as amended, (ii) the ev3 Inc. Amended and Restated 2005 Incentive Stock Plan, (iii) the ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan or (iv) any successor or additional stock option, stock award, or other incentive plans of ev3.

(q) “Stock Option Agreements” means in any of the non-statutory stock option agreements, incentive stock options agreements, restricted stock awards or other similar agreements Executive may have entered into with the Company pursuant to the Stock Incentive Plans.

(r) “Successor” means any Third Party that succeeds to, or has the ability to control (either immediately or with the passage of time), ev3’s business directly, by merger, consolidation or other form of business combination, or indirectly, by purchase of ev3’s outstanding securities entitling the holder thereof to be allocated a portion of ev3’s net income, net loss or distributions or all or substantially all of its assets or otherwise.

(s) “Third Party” means any Person, other than ev3, any Affiliate of ev3 as of the date of this Agreement, or any Benefit Plan(s) sponsored by ev3 or an Affiliate.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

ev3 Inc.

/s/ Kevin Klemz

Name: Kevin Klemz

Title: Senior Vice President and Chief Legal Officer

Robert J. Palmisano

/s/ Robert J. Palmisano

EX-10.2

Exhibit 10.2

ROBERT J. PALMISANO

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

     This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made effective as of April 6, 2008 (the “Effective Date”), by and between ev3 Inc., a Delaware corporation (“Company”), having a principal place of business at 9600 54^th Avenue North, Plymouth, MN 55442, and Robert J. Palmisano (“Employee”), having an address of 2609 Barcelona Dr., Fort Lauderdale, FL 33301.

     WHEREAS, Company is a leading global medical device company focused on catheter-based, or endovascular, technologies for the minimally invasive treatment of vascular diseases and disorders and desires to employ Employee on the terms and subject to the conditions set forth herein.

     WHEREAS, Company has expended considerable time, effort and resources in the development of certain confidential, proprietary, and trade secret protected information, which must be maintained as confidential in order to ensure the success of Company’s business;

     WHEREAS, Company has expended considerable funds, time, effort, and resources in the development of its customer goodwill and recruiting and training its workforce, which also must be maintained in order to ensure the success of Company’s business;

     WHEREAS, pursuant to the terms of that certain Employment and Change in Control Agreement (the “Employment Agreement”), dated as of April 6, 2008, between Employee and Company, Employee agreed to execute and deliver this Agreement concurrently with the execution and delivery of the Employment Agreement; and

     WHEREAS, by virtue of Employee’s employment with Company, Employee will be performing services in a confidential capacity and will be acquiring knowledge about Company’s valuable confidential and technical information, its trade secrets, customer goodwill, and its highly trained workforce and Company desires reasonable protection of its confidential business and technical information, its trade secrets, customer goodwill, and its highly trained workforce.

     NOW THEREFORE, in consideration of the covenants and promises contained herein, and of Employee’s employment by Company, the compensation and benefits received by Employee from Company, and the access given Employee to Company’s Confidential and Proprietary Information, as defined below, all of which Employee acknowledges are good and valuable consideration for Employee entering into this Agreement and for the restrictions imposed in Employee’s current and post-employment activities under this Agreement, the parties hereto agree as follows:

1. Employee’s Representations and Duties.

     1.01. Company. Solely for purposes of Articles 1, 2, 3, 4, 5, 6 and 7 of this Agreement, “Company” includes Company, its parent, subsidiary, and affiliated companies, and their successors and assigns.

     1.02. No Conflicts. Employee represents and warrants to Company that Employee is not currently subject to any non-competition, confidentiality, or any other type of agreement or other obligation with any third party (including but not limited to any former employer) that would prohibit Employee from accepting this position with Company, conflict with Employee’s obligations under

this Agreement, or in any way restrict or impair Employee’s ability to perform the full scope of duties and responsibilities Employee is expected to perform for Company.

     1.03. Compliance with Company Policies. Employee shall, at all times, comply with all policies, rules, and procedures of Company, which include, but are not limited to, Company’s Code of Conduct, Corporate Compliance Policy, and Insider Trading Policy. By Employee’s signature below, Employee acknowledges that Employee has received, read, and agrees to abide by, each of the foregoing Company policies.

     1.04. Duty of Loyalty. In all aspects of Employee’s employment with Company, Employee shall act in the utmost good faith, deal fairly with Company, and fully disclose to Company all information that Company might reasonably consider to be important or relevant to Company’s business. Employee further agrees that during employment by Company, Employee shall not engage in any conduct that might result in, or create the appearance of using Employee’s position for Employee’s private gain, or otherwise create a conflict of interest, or the appearance of a conflict of interest, with Company. Such prohibited conduct includes, but is not limited to, having an undisclosed financial interest in any vendor or supplier of Company, accepting payments of any kind or gifts other than of a nominal value from vendors, customers, or suppliers, or having an undisclosed relationship with a family member or other individual who is employed by any entity in active or potential competition with Company, and which creates a conflict of interest. While employed at Company, Employee shall not establish, operate, participate in, advise, or assist to establish in any manner whatsoever any business, that could or would be in competition with Company’s business, and Employee shall not take any preliminary or preparatory steps toward establishing or operating such a business. Notwithstanding the foregoing, Employee may own less than two percent (2%) of any class of stock or security of any company that competes with Company listed on a national securities exchange.

     1.05. E-Mail Messages and Internet Usage. Employee acknowledges and agrees that all e - - mail messages that Employee produces, sends, or receives while at Company facilities or using Company equipment are the property of Company. Employee also acknowledges and agrees that Company may monitor and inspect all such messages and also may monitor and control the communications that Employee initiates or receives through the Internet while at Company facilities and while using Company equipment in any location. Employee acknowledges that Employee has no right to or expectation of privacy in such communications. Employee agrees to cooperate with Company in its implementation of such security and control measures as it may implement from time to time with respect to e-mail and Internet communications and shall take all reasonable precautions to ensure that the confidentiality of any such communications containing Confidential and Proprietary Information, as defined below, is maintained. Employee also agrees that the Internet may not be used for the transmission or intentional reception of obscene, scandalous, offensive, or otherwise inappropriate materials, and that Employee will comply with all Company policies regarding appropriate use of the Internet and e-mail.

2. Nondisclosure of Confidential and Proprietary Information.

     2.01. Definition of Confidential and Proprietary Information. “Confidential and Proprietary Information” means any and all information, whether oral, written, or committed to Employee’s memory, that is not generally known by persons not employed by, or parties to contracts with, Company, whether prepared by Company or Employee, including but not limited to:

(a) Inventions, designs, discoveries, works of authorship, improvements, or ideas, whether or not patentable or copyrightable, methods, processes, techniques, shop

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practices, formulae, compounds, or compositions developed or otherwise possessed by Company;

(b)	the subject matter of Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, and other intellectual property to the extent that such information is unavailable to the public;
(c)	Company’s information, knowledge, or data concerning its financial data, including financial statements and projections, pricing information, costs, sales, budgets, and profits; business plans such as products and services under development, clinical trials, proposals, presentations, potential acquisitions under consideration, and marketing strategies; manufacturing processes; organizational structures, such as names of employees, consultants, and their positions and compensation schedules; customer information such as surveys, customer lists, lists of prospective customers, customer research, customer meetings, customer account records, sales records, training and servicing materials, programs, techniques, sales, and contracts; supplier and vendor information including lists and contracts; relational data models, company manuals and policies, computer programs, software, disks, source code, systems architecture, blue prints, flow charts, and licensing agreements; and/or
(d)	any document marked “Confidential”, or any information that Employee has been told is “Confidential” or that Employee might reasonably expect Company would regard as “Confidential,” or any information that has been given Company in confidence by customers, suppliers, or other persons.

     2.02. Confidentiality Obligations. Employee agrees to hold all Confidential and Proprietary Information in the strictest confidence both during Employee’s employment relationship with Company and after Employee’s employment relationship with Company is voluntarily or involuntarily terminated for any reason. To this end, Employee shall:

(a)	not make, or permit or cause to be made, copies of any Confidential and Proprietary Information, except as necessary to carry out Employee’s duties as prescribed by Company;
(b)	not disclose or reveal any Confidential and Proprietary Information, or any portion thereof, to any person or company who is not under a legal or contractual obligation to Company to hold such information confidential;
(c)	take all reasonable precautions to prevent the inadvertent disclosure of any Confidential and Proprietary Information to any unauthorized person;
(d)	acknowledge that Company is the owner of all Confidential and Proprietary Information and agree not to contest any such ownership rights of Company, either during or after Employee’s employment with Company;
(e)	upon termination of employment with Company or upon request by Company, deliver promptly to Company all Confidential and Proprietary Information and all Company documents and property, whether confidential or not, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, programs, databases, and other documents or materials, whether in hard copy, electronic, or

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other form, including copies thereof, whether prepared by Employee or Company, and all equipment furnished to Employee in the course of or incident to employment, including any laptop computer and all data contained on such computer; and

(f) permit Company to inspect non-Company computers and/or cell phones, including any Personal Data Assistant, Blackberry, or other handheld device belonging to Employee, at the time employment from Company is terminated and to remove from such non-Company property all data belonging to Company if Employee used such non-Company property to conduct Company business.

     2.03. Obligations to Third Parties. Employee understands and acknowledges that Company has a policy prohibiting the receipt or use by Company of any confidential information or trade secret protected information in breach of Employee’s obligations to third parties and Company does not desire to receive any confidential information under such circumstances. Accordingly, Employee will not disclose to Company or use in the performance of any duties for Company any confidential information in breach of an obligation to any third party. Employee represents that Employee has informed Company, in writing, of any restriction on Employee’s use of a third party’s confidential information that conflicts with any obligations under this Agreement.

3. Non-Competition.

     3.01. Post-Employment Restrictions. Employee agrees that for a period of one (1) year following Employee’s termination or separation from employment with Company for any reason, voluntary or involuntary, Employee shall not directly or indirectly (including without limitation as an officer, director, employee, advisor, consultant, or otherwise), render services to any person or entity in connection with the design, development, manufacture, marketing, or sale of a Competitive Product, as defined below, that is sold or intended for use or sale in any geographic area in which Company markets or intends to market any of its products. It is agreed that Employee is free to work for a competitor of Company, provided that: (i) such employment does not include any responsibilities for, or in connection with, a Competitive Product for the one-year period of the restriction contained in this Paragraph 3.01; and (ii) Employee has not assumed a position with a competitor that would lead to the inevitable disclosure of Company’s trade secrets or Confidential and Proprietary Information.

     3.02. Field Sales Restrictions. If Employee’s only responsibilities for Company during the last two years of employment have been in a field sales or field sales management capacity, the restrictions in Paragraph 3.01 above shall be for a period of one year in the sales territory or territories Employee covered or supervised for all or part of the last year of employment and/or for any customers Employee had direct or indirect contact with, within or outside of the sales territory, for all or part of the last year of employment.

     3.03. Definition of Competitive Product. “Competitive Product” means any product or component thereof, product line, or service that has been designed or is being designed, developed, manufactured, marketed, or sold by anyone other than Company and is: (i) of the same general type, (ii) performs similar functions, (iii) is used for the same purposes as a Company product; and/or (iv) competes for the same customers and/or patients with any product, process, or service that Company markets or is developing to market.

     3.04. Disclosure of Obligations. During the restrictive period set forth in this Article 3, Employee will inform any new employer or prospective employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

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     3.05. Acknowledgment of Company Efforts. Employee acknowledges that Company has many near-permanent customers throughout the world to which Employee has access. These include customers that Company developed as a result of many years of significant efforts and significant financial investments by Company.

     3.06. Acknowledgment of Reasonableness. Employee acknowledges and agrees that the restrictions contained in this Article 3 are reasonable as to time, area, and persons and are necessary to protect the legitimate business interests of Company and to avoid disruption of Company’s business. In that connection, Employee further acknowledges that Company’s business is worldwide in geographic scope and that its business is conducted, in part, over the worldwide web. Employee also acknowledges and agrees that the restrictions do not impose undue hardship on Employee or operate as a bar to Employee’s sole means of support.

     3.07. Consideration. Employee acknowledges and agrees that Employee has received consideration in exchange for signing this Agreement and that Employee was advised of, and presented with, a copy of this Agreement prior to accepting employment with Company.

4. Post-Employment Restriction on Recruiting or Hiring Company Employees.

     4.01. Acknowledgment of Training Efforts. Employee acknowledges that Company has expended considerable time and effort in recruiting and training its employees, many of whom are accomplished professionals.

     4.02. No Recruiting of Company Employees. Employee hereby agrees that, during Employee’s employment by Company and for a period of one (1) year following the termination or separation from employment with Company, for any reason, voluntary or involuntary, Employee shall not, directly or indirectly, hire or recruit any employees of Company.

5. Inventions.

     5.01. Definition of Inventions. “Inventions” means any inventions, discoveries, improvements, and ideas, whether or not in writing or reduced to practice and whether or not patentable or copyrightable, made, authored, or conceived by Employee, whether by Employee’s individual efforts or in connection with the efforts of others, and that either (i) relate in any way to Company’s business, products, or processes, past, present, anticipated, or under development; or (ii) result in any way from Employee’s employment by Company; or (iii) use Company’s equipment, supplies, facilities, or Confidential and Proprietary Information.

     5.02. Assignment of Inventions. During the course of Employee’s employment and for a period of six (6) months thereafter, Employee shall promptly and fully disclose to Company, and will hold in trust for Company’s sole right and benefit, any Invention that Employee makes, conceives, or reduces to practice, or causes to made, conceived, or reduced to practice, either alone or in conjunction with others, whether made during the working hours of Company or on Employee’s own time. Employee shall: (i) assign, and hereby assigns, to Company all of Employee’s right, title, and interest in and to all such Inventions, any applications for patents, copyrights, or any other registration of intellectual property in any country covering or relating to any such Invention, and any patents, copyrights, or other intellectual property registration granted to Employee or Company; and (ii) acknowledge and deliver promptly to Company any written instruments and perform any other acts necessary in Company’s opinion to preserve property rights in any Invention against forfeiture, abandonment, or loss, to obtain and maintain letters patent and/or copyrights or other registration of any intellectual property rights on any such Invention, and to vest the entire right and title to such

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Inventions and related intellectual property in Company. Employee agrees to perform promptly (without charge to Company but at the expense of Company) all such acts as may be necessary in Company’s opinion to preserve all patents and/or copyrights or other intellectual property covering the Inventions and to enable Company to obtain the sole right, title, and interest in all such Inventions, including without limitation the execution of assignments or patent prosecution documentation and appearing as a witness in any action brought in connection with this Agreement.

     5.03. Exclusion. The parties agree, and Employee is hereby notified, that the requirements of this Article 5 do not apply to any invention for which no equipment, supplies, facility, or information of Company was used and which was developed entirely on Employee’s own time, and which (i) does not relate directly to Company’s business or to Company’s actual or demonstrably anticipated research or development; or (ii) does not result from any work Employee performed for Company. Employee represents that, except as disclosed on Exhibit A, as of the date of this Agreement, Employee has no rights under, and will make no claims against Company with respect to, any inventions, discoveries, improvements, ideas, or works of authorship that would be Inventions if made, conceived, authored, or acquired by Employee during the term of this Agreement. All inventions that Employee already has conceived or reduced to practice and that Employee claims to be excluded from the scope of this Agreement are listed on Exhibit A (if none, write “none”).

     5.04. Copyrights. Employee acknowledges that any documents, drawings, computer software, or other work of authorship prepared by Employee within the scope of Employee’s employment is a “work made for hire” under U.S. copyright laws and that, accordingly, Company exclusively owns all copyright rights in such works of authorship. For purposes of this Agreement, “scope of employment” means the work of authorship: (i) relates to any subject matter pertaining to Employee’s employment; (ii) relates to or is directly or indirectly connected with the existing or reasonably foreseeable business, products, projects, or Confidential and Proprietary Information of Company; and/or (iii) involves the use of any time, material, or facility of Company.

     5.05. Presumption. In the event of any dispute, arbitration, or litigation concerning whether an invention, improvement, or discovery made or conceived by Employee is the property of Company, such invention, improvement, or discovery will be presumed the property of Company and Employee will bear the burden of establishing otherwise.

6. Non-Disparagement; Participation in Internet and Other Public Electronic Forums.

     6.01. Non-Disparagement. Employee agrees that Employee will not, directly or indirectly, speak or act in any manner that is intended to, or does in fact, damage the goodwill or the business of Company, or the business or personal reputations of any of its directors, officers, agents, employees, customers, vendors, or suppliers. Employee further agrees that Employee will not engage in any other deprecating conduct or communications with respect to Company; provided, however, that nothing in this Agreement shall preclude Employee from providing honest, forthright, and truthful testimony in any court or regulatory action or proceeding.

7. Injunctive Relief.

     7.01. Existence of Irreparable Harm. Employee acknowledges and agrees that in the event of any breach or threatened breach by Employee of any of the provisions of this Agreement, damages shall be an inadequate remedy and that Company will suffer irreparable harm and, as a result, Company shall be entitled to injunctive and other equitable relief such as restraining orders and preliminary or permanent injunctions to specifically enforce the provisions of this Agreement and to protect Company against any breach or threatened breach. If Company is required by applicable law

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to furnish a bond or other surety as a condition of the entry of an injunction or restraining order, Employee agrees that such bond or surety shall be in the minimum amount required by law.

     7.02. Non-Exclusive Remedies. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to Company for Employee’s breach or threatened breach of this Agreement, including the recovery of damages from Employee and an accounting and repayment of all profits, compensation, commissions, remuneration, or other benefits that Employee directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with, any such violation. These remedies shall be in addition to, and not in limitation of, any other rights or remedies to which Company is or may be entitled.

8. Miscellaneous.

     8.01. No Waiver. No failure or delay by any party hereto in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

     8.02. Survival. The provisions of Articles 2, 3, 4, 5, 6, 7 and 8 shall survive any termination of Employee’s employment or this Agreement.

     8.03. Assignment. This Agreement shall be binding upon Employee’s heirs, personal representatives, and assigns, and may be transferred by Company to its successors and assigns.

     8.04. Severability. In the event any one or more of the provisions contained in this Agreement are deemed illegal or unenforceable, such provision: (i) shall be construed in a manner to enable it to be enforced to the extent permitted by applicable law; and (ii) shall not affect the validity and enforceability of any legal and enforceable provision of this Agreement.

     8.05. Construction. It is agreed that the provisions of this Agreement will be regarded as divisible and if any provision is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or persons or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or persons, and/or geographic areas as to which it may be enforceable. Any Court is also authorized to extend the duration of any restriction under Articles 3 and 4 for the period that any violation of Articles 3 or 4 exists. All captions and titles are for convenience only, and may not be used to interpret or to define the terms of this Agreement.

     8.06. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Minnesota, without regard to choice of law rules. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the federal and state courts within the State of Minnesota, and each party hereby consents to personal jurisdiction in such forum, for any actions, suits, or proceedings arising out of or relating to this Agreement (and agrees not to commence any action, suit, or proceeding relating thereto except in such courts). Notwithstanding the foregoing, nothing in this Agreement will prevent Company from seeking interim or permanent injunctive relief or filing any action to recover amounts owed to Company by Employee in any court having jurisdiction over Employee.

     8.07. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements and understandings,

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whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may only be modified in a writing signed by both of the parties hereto.

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     IN WITNESS WHEREOF, the parties hereto have subscribed their names to this Agreement on the day and year written below.

COMPANY		EMPLOYEE
By:	/s/ Kevin Klemz	/s/ Robert J. Palmisano
Print Name: Kevin Klemz		Print Name: Robert J. Palmisano
Title: Senior Vice President and Chief Legal Officer
Date:	April 6, 2008	Date:	April 6, 2008

EXHIBIT A

Disclosure of Prior Inventions

All inventions that Employee already has conceived or reduced to practice and that Employee claims to be excluded from the scope of “Inventions” as defined in the Confidentiality, Non-Competition and Non-Solicitation Agreement are listed below (if none, write “none”):

EX-10.3

Exhibit 10.3

Execution Copy

INDEMNIFICATION AGREEMENT

     INDEMNIFICATION AGREEMENT, made and executed this 6th day of April 2008, by and between ev3 Inc., a Delaware corporation (the “Company”), and Robert J. Palmisano, an individual resident of the State of Massachusetts (the “Indemnitee”).

     WHEREAS, the Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

     WHEREAS, the Company recognizes that the increasing difficulty in obtaining directors’ and officers’ liability insurance, the increases in the cost of such insurance and the general reductions in the coverage of such insurance have increased the difficulty of attracting and retaining such persons;

     WHEREAS, the Board of Directors of the Company has determined that it is essential to the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future;

     WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified; and

     WHEREAS, the Indemnitee is willing to serve, continue to serve, and take on additional service for or on behalf of the Company or any of its direct or indirect subsidiaries on the condition that he/she be so indemnified.

     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Indemnitee do hereby agree as follows:

     1. Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other

contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the Indemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

     2. Indemnification. The Company shall indemnify the Indemnitee against all Expenses (as defined below), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee as provided in this Agreement to the fullest extent permitted by the Certificate, By-laws and DGCL or other applicable law in effect on the date of this Agreement and to any greater extent that applicable law may in the future from time to time permit. Without diminishing the scope of the indemnification provided by this Section 2, the rights of indemnification of the Indemnitee provided hereunder shall include, but shall not be limited to, those rights hereinafter set forth, except that no indemnification shall be paid to the Indemnitee:

     (a) on account of any action, suit or proceeding in which judgment is rendered against the Indemnitee for disgorgement of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Act”), or similar provisions of any federal, state or local statutory law;

     (b) on account of conduct of the Indemnitee which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or to constitute willful misconduct;

     (c) in any circumstance where such indemnification is expressly prohibited by applicable law;

     (d) with respect to liability for which payment is actually made to the Indemnitee under a valid and collectible insurance policy of the Company or under a valid and enforceable indemnity clause, By-law or agreement (other than this Agreement) of the Company, except in respect of any liability in excess of payment under such insurance, clause, By-law or agreement;

     (e) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that it is the position of the Securities and Exchange Commission that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication); or

     (f) in connection with any action, suit or proceeding by the Indemnitee against the Company or any of its direct or indirect subsidiaries or the

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directors, officers, employees or other Indemnitees of the Company or any of its direct or indirect subsidiaries, (i) unless such indemnification is expressly required to be made by law, (ii) unless the proceeding was authorized by the Board of Directors of the Company, (iii) unless such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) except as provided in Sections 11 and 13 hereof.

     3. Actions or Proceedings Other Than an Action by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if the Indemnitee was or is a party or witness or is threatened to be a party or witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the Company, by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of any other entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in such capacity. Pursuant to this Section 3, the Indemnitee shall be indemnified against all Expenses, judgments, penalties (including excise and similar taxes), fines and amounts paid in settlement which were actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.

     4. Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably

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entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

     5. Good Faith Definition. For purposes of this Agreement, the Indemnitee shall be deemed to have acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding to have had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if such action was based on (i) the records or books of the account of the Company or other enterprise, including financial statements; (ii) information supplied to the Indemnitee by the officers of the Company or other enterprise in the course of their duties; (iii) the advice of legal counsel for the Company or other enterprise; or (iv) information or records given in reports made to the Company or other enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or other enterprise.

     6. Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Agreement, to the extent that the Indemnitee has served on behalf of the Company, or any of its direct or indirect subsidiaries, as a witness or other participant in any class action or proceeding, or has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 3 and 4 hereof, or in defense of any claim, issue or matter therein, including, but not limited to, the dismissal of any action without prejudice, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith, regardless of whether or not the Indemnitee has met the applicable standards of Section 3 or 4 and without any determination pursuant to Section 8.

     7. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, appeal or settlement of such suit, action, investigation or proceeding described in Section 3 or 4 hereof, but is not entitled to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee to which the Indemnitee is entitled.

     8. Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including documentation and information which is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification.

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     (b) Upon written request by the Indemnitee for indemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless the Indemnitee shall request in writing that such determination be made by the Board of Directors (or a committee thereof) in the manner provided for in clause (ii) of this Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change in Control shall not have occurred, (A)(1) by the Board of Directors of the Company, by a majority vote of Disinterested Directors (as hereinafter defined) even though less than a quorum, or (2) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum, or (B) if there are no such Disinterested Directors or, even if there are such Disinterested Directors, if the Board of Directors, by the majority vote of Disinterested Directors, so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board of Directors to so select, or upon failure of the Indemnitee to so approve, such Independent Counsel shall be selected by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such part of indemnification among such claims, issues or matters. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten days after such determination.

     9. Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption.

     (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 8 to make the determination of whether the Indemnitee is entitled to indemnification, shall have failed to make a determination as to entitlement to indemnification within 45 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification or a prohibition of indemnification under applicable law. The termination of any action, suit, investigation or proceeding described in Section 3 or 4 hereof by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that the Indemnitee has reasonable cause to believe that the Indemnitee’s conduct was unlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification, except as may be provided herein.

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     10. Advancement of Expenses. All reasonable Expenses actually incurred by the Indemnitee in connection with any threatened or pending action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, if so requested by the Indemnitee, within 20 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances. The Indemnitee may submit such statements from time to time. The Indemnitee’s entitlement to such Expenses shall include those incurred in connection with any proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee in connection therewith and shall include or be accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification under this Agreement and an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee is not entitled to be indemnified against such Expenses by the Company pursuant to this Agreement or otherwise. Each written undertaking to pay amounts advanced must be an unlimited general obligation but need not be secured, and shall be accepted without reference to financial ability to make repayment.

     11. Remedies of the Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder or if the payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 8 and 9, or if Expenses are not advanced pursuant to Section 10, the Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of the Indemnitee’s entitlement to such indemnification or advance. Alternatively, the Indemnitee may, at the Indemnitee’s option, seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 days following the filing of the demand for arbitration. The Company shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo, and the Indemnitee shall not be prejudiced by reason of a determination (if so made) that the Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 or Section 9 hereof that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Company further agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that the Indemnitee is entitled to any indemnification hereunder, the Company shall pay all reasonable Expenses actually incurred by the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

     12. Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so notify the Company will not relieve the Company from any liability that it may have to the Indemnitee otherwise than under this

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Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

     (a) The Company will be entitled to participate therein at its own expense.

     (b) Except as otherwise provided in this Section 12(b), to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee’s own counsel in such action or lawsuit, but the fees and Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed counsel to assume the defense of the action, in each of which cases the fees and Expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have reached the conclusion provided for in clause (ii) above.

     (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any action, suit or proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential liability.

     (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.

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     13. Other Right to Indemnification. The indemnification and advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which the Indemnitee may now or in the future be entitled under any provision of the By-laws or Certificate of the Company, any vote of stockholders or Disinterested Directors, any provision of law or otherwise. Except as required by applicable law, the Company shall not adopt any amendment to its By-laws or Certificate the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement.

     14. Director and Officer Liability Insurance. The Company shall maintain directors’ and officers’ liability insurance for so long as the Indemnitee’s services are covered hereunder, provided and to the extent that such insurance is available on a commercially reasonable basis. In the event the Company maintains directors’ and officers’ liability insurance, the Indemnitee shall be named as an insured in such manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s officers or directors. However, the Company agrees that the provisions hereof shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company, except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder.

     15. Spousal Indemnification. The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee did not remain married to him or her during the entire period of coverage) against any pending or threatened action, suit, proceeding or investigation for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as the Indemnitee’s spouse, including, without limitation, any pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to his/her spouse (or former spouse). The Indemnitee’s spouse or former spouse also may be entitled to advancement of Expenses to the same extent that the Indemnitee is entitled to advancement of Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

     16. Intent. This Agreement is intended to be broader than any statutory indemnification rights applicable in the State of Delaware and shall be in addition to any other rights the Indemnitee may have under the Company’s Certificate, By-laws, applicable law or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Certificate, By-laws, applicable law or this Agreement, it is the intent of the parties that the Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. In the event of any change in applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be

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applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

     17. Attorney’s Fees and Other Expenses to Enforce Agreement. In the event that the Indemnitee is subject to or intervenes in any action, suit or proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee, if he/she prevails in whole or in part in such action, shall be entitled to recover from the Company and shall be indemnified by the Company against any actual expenses for attorneys’ fees and disbursements reasonably incurred by the Indemnitee.

     18. Effective Date. The provisions of this Agreement shall cover claims, actions, suits or proceedings whether now pending or hereafter commenced and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. The Company shall be liable under this Agreement, pursuant to Sections 3 and 4 hereof, for all acts of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

     19. Duration of Agreement. This Agreement shall survive and continue even though the Indemnitee may have terminated his/her service as a director, officer, employee, agent or fiduciary of the Company or as a director, officer, employee, agent or fiduciary of any other entity, including, but not limited to another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity. This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his/her spouse, successors, assigns, heirs, devisees, executors, administrators or other legal representations. The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.

     20. Disclosure of Payments. Except as expressly required by any Federal or state securities laws or other Federal or state law, neither party shall disclose any payments under this Agreement unless prior approval of the other party is obtained.

     21. Severability. If any provision or provisions of this Agreement shall be held invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, but not limited to, all portions of any Sections of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, but not limited to, all portions of any paragraph of this Agreement containing any such provision held to be invalid,

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illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifest by the provision held invalid, illegal or unenforceable.

     22. Counterparts. This Agreement may be executed by one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought shall be required to be produced to evidence the existence of this Agreement.

     23. Captions. The captions and headings used in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

     24. Definitions. For purposes of this Agreement:

     (a) “Change in Control” shall mean a change in control of the Company occurring after the date hereof of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall include: (i) the acquisition (other than from the Company) after the date hereof by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Act (excluding, for this purpose, the Company or its subsidiaries, any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company, any qualified institutional investor who meets the requirements of Rule 13d-1(b)(1) promulgated under the Act, Warburg Pincus LLC and its affiliates, and The Vertical Group, L.P. and its affiliates) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 20% or more of either the then-outstanding shares of common stock or the combined voting power of the Company’s then-outstanding capital stock entitled to vote generally in the election of directors; (ii) individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) ceasing for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) approval by the stockholders of the Company of (A) a reorganization, merger, or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger, or consolidation do not, immediately thereafter, own more than 50% of the

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combined voting power entitled to vote generally in the election of directors of the reorganized, merged, consolidated or other surviving corporation’s then-outstanding voting securities, (B) a liquidation or dissolution of the Company, or (C) the sale of all or substantially all of the assets of the Company.

     (b) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the action, suit, investigation or proceeding in respect of which indemnification is being sought by the Indemnitee.

     (c) “Expenses” shall include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature.

     (d) “Independent Counsel” shall mean a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the action, suit, investigation or proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification under this Agreement.

     25. Entire Agreement, Modification and Waiver. This Agreement constitutes the entire agreement and understanding of the parties hereto regarding the subject matter hereof, and no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement shall limit or restrict any right of the Indemnitee under this Agreement in respect of any act or omission of the Indemnitee prior to the effective date of such supplement, modification or amendment unless expressly provided therein.

     26. Notices. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand with receipt acknowledged by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail, return receipt requested with postage prepaid, on the date shown on the return receipt or (iii) delivered by facsimile transmission on the date shown on the facsimile machine report:

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(a)	If to the Indemnitee to:
	Robert J. Palmisano 2609 Barcelona Dr. Fort Lauderdale, FL 33301
(b)	If to the Company, to:
	ev3 Inc.  9600 54th Avenue North Plymouth, Minnesota 55442 Attention: Chief Legal Officer Facsimile: (753) 398-7240
	with a copy to:
	Oppenheimer, Wolff & Donnelly, LLP Attn: Amy Culbert  45 South Seventh Street Suite 3300 Minneapolis, MN 55402 Facsimile: (612) 607-7100

or to such other address as may be furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be.

     27. Governing Law. The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applied without giving effect to any conflicts-of-law principles.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

ev3 Inc.
By	/s/ Kevin Klemz
Name: Kevin Klemz
Title: Senior Vice President and Chief Legal Officer
INDEMNITEE:
By	/s/ Robert J. Palmisano
Name: Robert J. Palmisano

EX-10.4

Exhibit 10.4

STANDARD NON-ISO GRANT

EV3 INC.

2005 INCENTIVE STOCK PLAN

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

ev3 Inc., a Delaware corporation, in accordance with the ev3 Inc. 2005 Incentive Stock Plan, hereby grants an Option to Robert J. Palmisano, who shall be referred to as “Optionee”, to purchase from the Company three hundred thousand (300,000) shares of Stock at an Option Price per share equal to $8.64, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan. This grant has been made as of April 6, 2008, which shall be referred to as the “Grant Date”. This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

EV3 INC.

By:

TERMS AND CONDITIONS

     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with a capital letter are either defined in this Option Certificate or in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan has been made available to Optionee.

§ 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Optionee’s right under this Option Certificate to exercise this Option shall vest with respect to: (1) 25% of the shares of Stock which may be purchased under this Option Certificate on April 6, 2009, such date being approximately twelve (12) months from the Grant Date, provided he or she remains continuously employed by the Company or continues to provide services to the Company through such date, and (2) with respect to the remaining 75% of such shares of Stock, in equal amounts on the sixth day of each of the next thirty-six (36) months thereafter, beginning on May 6, 2009 provided he or she remains continuously employed by the Company or continues to provide services to the Company through each such date.

(b) Option Expiration Rules.

(1) Non-Vested Shares. If Optionee’s employment or service with the Company terminates for any reason whatsoever, including death, Disability or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), this Option immediately upon such termination of employment or service shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2) Vested Shares. Optionee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Optionee’s employment or service relationship with the Company terminates before the tenth anniversary of the Grant Date, Optionee’s right to exercise this Option which has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void:

(A) on the date his or her employment or service relationship terminates if his or her employment or service relationship terminates for Cause,

(B) on the first anniversary of the date his or her employment or service relationship terminates if his or her employment or service relationship terminates as a result of his or her death or Disability, or

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(C) at the end of the 90 day period which starts on the date his or her employment or service relationship terminates if his or her employment or service relationship terminates other than (1) for Cause or (2) as a result of his or her death or Disability.

(c) Special Rules.

(1) Sale of Business Unit. The Committee, in connection with the sale of any Subsidiary, Affiliate, division or other business unit of the Company, may, within the Committee’s sole discretion, take any or all of the following actions if this Option or the rights under this Option will be adversely affected by such transaction:

(A) accelerate the time Optionee’s right to exercise this Option will vest under § 2(a),

(B) provide for vesting after such sale or other disposition, or

(C) extend the time at which this Option will expire (but not beyond the tenth anniversary of the Grant Date).

(2) Change in Control. If there is a Change in Control of the Company, this Option shall become fully vested and immediately exercisable upon the closing of the Change in Control and shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.

(3) Affiliates. For purposes of this Option Certificate, any reference to the Company shall include any Affiliate, Parent or Subsidiary of the Company, and a transfer of employment or service relationship between the Company and any Affiliate, Parent or Subsidiary of the Company or between any Affiliate, Parent or Subsidiary of the Company shall not be treated as a termination of employment or service relationship under the Plan or this Option Certificate.

(4) Termination of Employment or Service Relationship. For purposes of this Option Certificate, if the Optionee’s employment with the Company terminates while there are

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any non-vested shares of Stock subject to this Option under § 2(a) but the Optionee at such time then becomes an independent consultant to the Company, the Optionee’s right under this Option Certificate to exercise this Option shall continue to vest so long as the Optionee continues to provide services to the Company in accordance with § 2(a). For purposes of this Option Certificate, except as otherwise provided below, if the Optionee’s employment with the Company terminates but the Optionee at such time then becomes an independent consultant to the Company, the termination of the Optionee’s employment shall not result in the expiration of the Option under § 2(b)(1) or 2(b)(2). Notwithstanding the foregoing, the Optionee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date.

(5) Fractional Shares. Optionee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Optionee exercises this Option on any date when this Option includes a fractional share of Stock, his or her exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

(a) Definitions.

(1) Cause. For purposes of this Certificate, “Cause” shall exist if (A) Optionee has engaged in conduct that in the judgment of the Committee constitutes gross negligence, misconduct or gross neglect in the performance of Optionee’s duties and responsibilities, including conduct resulting or intending to result directly or indirectly in gain or personal enrichment for Optionee at the Company’s expense, (B) Optionee has been convicted of or has pled guilty to a felony for fraud, embezzlement or theft, (C) Optionee has engaged in a breach of any policy of the Company for which termination of employment or service is a permissible consequence or Optionee has not immediately cured any performance or other issues raised by Optionee’s supervisor, (D) Optionee had knowledge of (and did not disclose to the Company in writing)

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any condition that could potentially impair Optionee’s ability to perform the functions of his or her job or service relationship fully, completely and successfully, or (E) Optionee has engaged in any conduct that would constitute “cause” under the terms of his or her employment or consulting agreement, if any.

(2) Disability. For purposes of this Certificate, “Disability” means any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and which renders Optionee unable to engage in any substantial gainful activity. The Committee shall determine whether Optionee has a Disability. If Optionee disputes such determination, the issue shall be submitted to a competent licensed physician appointed by the Board, and the physician’s determination as to whether Optionee has a Disability shall be binding on the Company and on Optionee.

     § 3. Method of Exercise of Option. Optionee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by the Company for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to the Company or through any cashless exercise procedure which is implemented by a broker unrelated to the Company through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

     § 4. Delivery and Other Laws. The Company shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge the Company of all of its duties and responsibilities with respect to this Option.

     § 5. Non-transferable. No rights granted under this Option shall be transferable by Optionee other than (a) by will or by the laws of descent and distribution or (b) to a “family member” as provided in § 10.2 of the Plan. The person or persons, if any, to whom this Option is transferred shall be treated after Optionee’s death the same as Optionee under this Option Certificate.

     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related material shall give Optionee the right to continue in employment by or perform services to the Company or shall adversely affect the right of the Company to

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terminate Optionee’s employment or service relationship with the Company with or without Cause at any time.

     § 7. Stockholder Status. Optionee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Optionee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in the Plan.

     § 8. Governing Law. The Plan and this Option Certificate shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option Certificate shall be binding upon the Company and Optionee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Optionee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which the Company determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

     § 12. Availability of Copy of Plan and Plan Prospectus. A copy of the plan document and prospectus for the ev3 Inc. Amended and Restated 2005 Incentive Stock Plan are available on the Company’s intranet portal under the “Employee Tools” section, which can be accessed by opening your web browser from your Company desktop or laptop computer. If you like to receive a paper copy of the plan document and/or plan prospectus, please contact:

Kevin M. Klemz
Vice President, Secretary and Chief Legal Officer
ev3 Inc.
9600 54^th Avenue North
Plymouth, Minnesota 55442
(763) 398-7000
KKlemz@ev3.net

     § 13. Availability of Annual Report to Stockholders and Other SEC Filings. A copy of the Company’s most recent annual report to stockholders and other filings made with the Securities and Exchange Commission are available on the

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Company’s internet website, www.ev3.net, under the Investors Relations—SEC Filings section. If you like to receive a paper copy of the Company’s most recent annual report to stockholders and other filings made by the Company with the Securities and Exchange Commission, please contact Kevin M. Klemz at the address, telephone number or e-mail address above.

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EX-10.5

Exhibit 10.5

EV3 INC.

ROBERT J. PALMISANO INDUCEMENT GRANT

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

ev3 Inc., a Delaware corporation (the “Company”) hereby grants an Option to Robert J. Palmisano, who shall be referred to as “Optionee”, to purchase from the Company seven hundred fifty-four thousand (754,000) shares of Stock at an Option Price per share equal to $8.64, which grant shall be subject to all of the terms and conditions set forth in this Option Certificate. This grant has been made as of April 6, 2008, which shall be referred to as the “Grant Date”. The Option Price of this Option is the closing price of the Stock on the NASDAQ Stock Market on April 4, 2008, which is the last business day immediately preceding the Grant Date. This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall not be an “incentive stock option.” This Option is being granted as an “employee inducement award” within the meaning of Rule 4350(i)(1)A)(iv) of the NASDAQ Stock Market Marketplace Rules.

EV3 INC.

By:

TERMS AND CONDITIONS

     § 1. Definitions. This Option grant is subject to all the terms and conditions set forth in this Option Certificate. Certain capitalized terms used in this Option Certificate are defined as follows:

     Affiliate means any organization (other than a Subsidiary) that would be treated as under common control with the Company under § 414(c) of the Code if “50 percent” were substituted for “80 percent” in the income tax regulations under § 414(c) of the Code.

     Board means the Board of Directors of the Company.

     Change in Control means a change in control of the Company occurring after the Grant Date of a nature that would be required to be reported in

response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall include: (i) the acquisition (other than from the Company) after the Grant Date by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this purpose, the Company or its subsidiaries, any employee benefits plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company, any qualified institutional investor who meets the requirements of Rule 13d-1(b)(1) promulgated under the Exchange Act, Warburg Pincus LLC and its affiliates, and The Vertical Group, L.P. and its affiliates) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then-outstanding shares of common stock or the combined voting power of the Company’s then-outstanding capital stock entitled to vote generally in the election of directors; (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) ceasing for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) approval by the stockholders of the Company of (A) reorganization, merger, or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger, or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, consolidated or other surviving corporation’s then-outstanding voting securities, (B) a liquidation or dissolution of the Company, or (C) the sale of all or substantially all of the assets of the Company.

     Code means the Internal Revenue Code of 1986, as amended.

     Committee means a committee of the Board which shall have at least 2 members, each of whom shall be appointed by and shall serve at the pleasure of the Board and, if at any time the Company desires to exempt issuances within the meaning of Section 162(m) of the Code, each of whom shall be an “outside director” within the meaning of Section 162(m)(4)(C) of the Code.

     Exchange Act means the Securities Exchange Act of 1934, as amended.

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     Family Member has the meaning given such term in Form S-8 under the 1933 Act.

     Stock means the common stock of the Company.

     Subsidiary means a corporation which is a subsidiary corporation (within the meaning of § 424(f) of the Code) of the Company.

     1933 Act means the Securities Act of 1933, as amended.

§ 2. Vesting and Option Expiration.

(a) General Rule. Subject to § 2(b) and § 2(c), Optionee’s right under this Option Certificate to exercise this Option shall vest with respect to: (1) 25% of the shares of Stock which may be purchased under this Option Certificate on April 6, 2009, such date being approximately twelve (12) months from the Grant Date, provided he remains continuously employed by the Company or continues to provide services to the Company through such date, and (2) with respect to the remaining 75% of such shares of Stock, in equal amounts on the sixth day of each of the next thirty-six (36) months thereafter, beginning on May 6, 2009 provided he remains continuously employed by the Company or continues to provide services to the Company through each such date.

(b) Option Expiration Rules.

(1) Non-Vested Shares. If Optionee’s employment or service with the Company terminates for any reason whatsoever, including death, Disability or retirement, while there are any non-vested shares of Stock subject to this Option under § 2(a), this Option immediately upon such termination of employment or service shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock.

(2) Vested Shares. Optionee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date. However, if Optionee’s employment or service relationship with the Company terminates before the tenth anniversary of the Grant Date, Optionee’s right to exercise this Option which

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has vested under § 2(a) shall expire and shall have no further force or effect and shall be null and void:

(A) on the date his employment or service relationship terminates if his employment or service relationship terminates for Cause,

(B) on the first anniversary of the date his employment or service relationship terminates if his employment or service relationship terminates as a result of his death or Disability, or

(C) at the end of the 90 day period which starts on the date his employment or service relationship terminates if his employment or service relationship terminates other than (1) for Cause or (2) as a result of his death or Disability.

(c) Special Rules.

(1) Sale of Business Unit. The Committee, in connection with the sale of any Subsidiary, Affiliate, division or other business unit of the Company, may, within the Committee’s sole discretion, take any or all of the following actions if this Option or the rights under this Option will be adversely affected by such transaction:

(A) accelerate the time Optionee’s right to exercise this Option will vest under § 2(a),

(B) provide for vesting after such sale or other disposition, or

(C) extend the time at which this Option will expire (but not beyond the tenth anniversary of the Grant Date).

(2) Change in Control. If there is a Change in Control of the Company, this Option shall become fully vested and immediately exercisable upon the closing of the Change in Control and the Board shall have the right (to the extent expressly required as part of such transaction) to cancel this Option after providing the Optionee a reasonable period to exercise his Options.

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(3) Affiliates. For purposes of this Option Certificate, any reference to the Company shall include any Affiliate, Parent or Subsidiary of the Company, and a transfer of employment or service relationship between the Company and any Affiliate, Parent or Subsidiary of the Company or between any Affiliate, Parent or Subsidiary of the Company shall not be treated as a termination of employment or service relationship under this Option Certificate.

(4) Termination of Employment or Service Relationship. For purposes of this Option Certificate, if the Optionee’s employment with the Company terminates while there are any non-vested shares of Stock subject to this Option under § 2(a) but the Optionee at such time then becomes an independent consultant to the Company, the Optionee’s right under this Option Certificate to exercise this Option shall continue to vest so long as the Optionee continues to provide services to the Company in accordance with § 2(a). For purposes of this Option Certificate, except as otherwise provided below, if the Optionee’s employment with the Company terminates but the Optionee at such time then becomes an independent consultant to the Company, the termination of the Optionee’s employment shall not result in the expiration of the Option under § 2(b)(1) or 2(b)(2). Notwithstanding the foregoing, the Optionee’s right to exercise all or any part of this Option which has vested under § 2(a) shall expire no later than the tenth anniversary of the Grant Date.

(5) Fractional Shares. Optionee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Optionee exercises this Option on any date when this Option includes a fractional share of Stock, his exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

(a) Definitions.

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(1) Cause. For purposes of this Certificate, “Cause” shall exist if (A) Optionee has engaged in conduct that in the judgment of the Committee constitutes gross negligence, misconduct or gross neglect in the performance of Optionee’s duties and responsibilities, including conduct resulting or intending to result directly or indirectly in gain or personal enrichment for Optionee at the Company’s expense, (B) Optionee has been convicted of or has pled guilty to a felony for fraud, embezzlement or theft, (C) Optionee has engaged in a breach of any policy of the Company for which termination of employment or service is a permissible consequence or Optionee has not immediately cured any performance or other issues raised by Optionee’s supervisor, (D) Optionee had knowledge of (and did not disclose to the Company in writing) any condition that could potentially impair Optionee’s ability to perform the functions of his job or service relationship fully, completely and successfully, or (E) Optionee has engaged in any conduct that would constitute “cause” under the terms of his employment or consulting agreement, if any.

(2) Disability. For purposes of this Certificate, “Disability” means any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and which renders Optionee unable to engage in any substantial gainful activity. The Committee shall determine whether Optionee has a Disability. If Optionee disputes such determination, the issue shall be submitted to a competent licensed physician appointed by the Board, and the physician’s determination as to whether Optionee has a Disability shall be binding on the Company and on Optionee.

     § 3. Method of Exercise of Option. Optionee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by the Committee for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check acceptable to the Company or through any cashless exercise procedure which is implemented by a broker unrelated to the Company through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of these forms of payment.

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     § 4. Delivery and Other Laws. The Company shall deliver appropriate and proper evidence of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law or rule or regulation, and such delivery shall discharge the Company of all of its duties and responsibilities with respect to this Option.

     § 5. Non-transferable. No rights granted under this Option shall be transferable by Optionee other than (a) by will or by the laws of descent and distribution or (b) to a Family Member provided such transfer is made as a gift without consideration and such transfer complies with applicable securities laws. The person or persons, if any, to whom this Option is transferred shall be treated after Optionee’s death the same as Optionee under this Option Certificate.

     § 6. No Right to Continue Service. Neither this Option, nor any related material shall give Optionee the right to continue in employment by or perform services to the Company or shall adversely affect the right of the Company to terminate Optionee’s employment or service relationship with the Company with or without Cause at any time.

     § 7. Stockholder Status. Optionee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Optionee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Stock except as expressly set forth in this Option.

     § 8. Governing Law. This Option Certificate shall be governed by the laws of the State of Delaware.

     § 9. Binding Effect. This Option Certificate shall be binding upon the Company and Optionee and their respective heirs, executors, administrators and successors.

     § 10. Tax Withholding. This Option has been granted subject to the condition that Optionee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state withholding requirements, if any, which the Company determines are applicable upon the exercise of this Option.

     § 11. References. Any references to sections (§) in this Option Certificate shall be to sections (§) of this Option Certificate unless otherwise expressly stated as part of such reference.

     § 12. Availability of Annual Report to Stockholders and Other SEC Filings. A copy of the Company’s most recent annual report to stockholders and other

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filings made with the Securities and Exchange Commission are available on the Company’s internet website, www.ev3.net, under the Investors Relations—SEC Filings section. If you like to receive a paper copy of the Company’s most recent annual report to stockholders and other filings made by the Company with the Securities and Exchange Commission, please contact Kevin M. Klemz at the address, telephone number or e-mail address above.

     § 13. Adjustment in Capital Structure. The number, kind or class (or any combination thereof) of shares of Stock subject to this Option and the Option Price of this Option shall be adjusted by the Company in a reasonable and equitable manner to preserve immediately after

     (a) any equity restructuring or change in the capitalization of the Company, including, but not limited to, spin offs, stock dividends, large non-reoccurring dividends, rights offerings or stock splits, or

     (b) any other transaction described in § 424(a) of the Code which does not constitute a Change in Control of the Company

the aggregate intrinsic value of this Option immediately before such restructuring or recapitalization or other transaction. If any adjustment under this §13 would create a right to acquire a fractional share of Stock under this Option, such fractional share shall be disregarded and the number of shares of Stock subject to any Options shall be the next lower number of shares of Stock, rounding all fractions downward.

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EX-99.1

Exhibit 99.1

CONTACT INFORMATION:

INVESTORS and MEDIA
Julie Tracy
Sr. Vice President, Chief Communications Officer
ev3 Inc.
office: (949) 680-1375
jtracy@ev3.net

Robert Palmisano Appointed President, Chief Executive Officer
and Director of ev3 Inc.

Dan Levangie to Serve As Chairman of the Board of Directors

PLYMOUTH, Minn. — (PR NEWSWIRE) — April 7, 2008 — ev3 Inc. (NASDAQ: EVVV), a global endovascular device company, today announced the appointment of Robert J. Palmisano as President, Chief Executive Officer and Director, effective immediately. Dan Levangie, a current ev3 director and the Lead Independent Director, has been appointed non-executive Chairman of the Board of Directors. Mr. Palmisano and Mr. Levangie succeed James M. Corbett, who has resigned as Chairman, President and Chief Executive Officer.

Mr. Palmisano brings more than 20 years of experience in the pharmaceutical and medical device industries to ev3. He most recently served as President and Chief Executive Officer of IntraLase Corp., a company that designs, develops and manufactures ultra-fast femtosecond laser technology for use in ophthalmology, which was acquired by Advanced Medical Optics, Inc. in April 2007. He has served on the Advanced Medical Optics Board of Directors since April 2007 and on the Osteotech, Inc. Board of Directors since March 2005.

Mr. Levangie has served as a member of the ev3 Board of Directors since February 2007. Beginning in 1992, Mr. Levangie was a member of the senior management team of Cytyc Corporation, a leading provider of surgical and diagnostic products targeting women’s health and cancer diagnostics. Most recently Mr. Levangie served as President of Cytyc’s Surgical Products Division, Executive Vice President and a member of the Board of Directors of Cytyc Corporation. Following Cytyc Corporation’s merger with Hologic, Inc. in October of 2007, Mr. Levangie has remained a member of the Board of Directors of Hologic, Inc.

“Bob Palmisano is a proven leader and hands-on operator with the right combination of experience to lead this company through the next phase of our growth and success,” said Mr. Levangie. “He has a proven record of creating value for shareholders. During his tenure at IntraLase, he took the company to profitability and led the successful acquisition of IntraLase by American Medical Optics in April 2007. Previously while at Summit Autonomous, he increased shareholder value 10 times, culminating in the successful acquisition of Summit by Alcon, Inc. in October 2000. We’re delighted that Bob is part of our team and under his leadership, we look forward to continuing to focus on expanding our position in the peripheral vascular and neurovascular markets.”

“I am excited to join ev3 and to assume the leadership of this company,” said Mr. Palmisano. “I have been impressed by ev3’s ability to directly improve patients’ lives through its innovative therapies and comprehensive portfolio of treatment options, and I look forward to working with the Board and management team to continue to build upon these strengths to position the company for future growth.”

Commenting on Mr. Corbett, Mr. Levangie continued, “On behalf of the entire Board of Directors, I want to thank Jim for his dedication to ev3 over the last six years. We are greatly appreciative of the contributions he has made, particularly with his work related to the FoxHollow acquisition. We wish him well in his future endeavors.”

Mr. Palmisano joined IntraLase Corp. as President and Chief Executive Officer in April 2003. From April 2001 to April 2003, he served as the President and Chief Executive Officer of MacroChem Corporation, a development stage pharmaceutical corporation. From April 1997 to January 2001, he was President and Chief Executive Officer of Summit Autonomous, Inc., a global medical products company that was acquired by Alcon, Inc. in October 2000. Prior to that, he held various executive positions with Bausch & Lomb Incorporated. Mr. Palmisano earned his B.A. in Political Science from Providence College.

Disclosure Regarding Equity Awards

A portion of the equity awards granted to Mr. Palmisano in connection with his appointment as President and Chief Executive Officer is considered “inducement awards” as defined by NASDAQ Marketplace Rules. The awards designated as inducement awards consist of nonqualified stock options to purchase 754,000 shares of the company’s common stock on April 6, 2008, with an exercise price equal to $8.64, the closing sale price of the company’s common stock on April 4, 2008. The inducement options become exercisable as to (i) 188,500 shares on April 6, 2009 and (ii) the remaining 565,500 shares in equal amounts on the sixth day of each of the next 36 months thereafter, beginning on May 6, 2009. Vesting of the inducement options accelerates as to all of the shares upon a change in control of ev3. The inducement options expire on April 6, 2018, subject to earlier expiration under certain conditions. The inducement options were granted outside of the terms of the existing ev3 equity incentive plans, were approved by the compensation committee of the company’s Board of Directors, and were granted pursuant to NASDAQ Marketplace Rule 4350(i)(1)(A)(iv). As more fully described in the company’s Current Report on Form 8-K to be filed April 7, 2008, Mr. Palmisano was also granted additional nonqualified stock options to purchase 300,000 shares of the company’s common stock under the company’s Second Amended and Restated 2005 Stock Incentive Plan in connection with his employment.

About ev3 Inc.

Since its founding in 2000, ev3 has been dedicated to improving the lives of patients with vascular disease through the development of innovative endovascular therapies. ev3’s products are used by endovascular specialists to treat a wide range of peripheral vascular and neurovascular diseases and disorders. The company offers a comprehensive portfolio of treatment options, including the primary interventional technologies used today — peripheral angioplasty balloons, stents, plaque excision systems, embolic protection devices, liquid embolics, embolization coils, thrombectomy catheters and occlusion balloons. More information about the company and its products can be found at http://www.ev3.net.

ev3, the ev3 logo and FoxHollow are trademarks of ev3 Inc., registered in the U.S. and other countries.

Forward Looking Statements

Statements contained in this press release that are not historical information are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, anticipated revenue synergies and cost savings as a result of ev3’s merger with FoxHollow and the timing thereof, anticipated expenses as a result of ev3’s merger with FoxHollow and the timing thereof, effects of recent U.S. peripheral vascular sales force restructuring activities, new product benefits and market acceptance, anticipated costs and expenses paid in connection with outstanding litigation and other statements identified by words such as “expect,” “anticipate,” “will,” “may,” “believe,” “could,” “outlook,” “guidance,” or words of similar meaning and any other statements that are not historical facts. Such forward-looking statements are based upon the current beliefs and expectations of ev3’s management and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Such potential risks and uncertainties include, but are not limited to, in no particular order: the failure to realize revenue synergies and cost-savings from ev3’s merger with FoxHollow or delay in realization thereof; the businesses of ev3 and FoxHollow not being integrated successfully, or such integration taking longer or being more difficult, time-consuming or costly to accomplish than expected; the impact of competitive products and pricing; changes in the regulatory environment; availability of third party reimbursement; potential margin pressure resulting from volume selling, as well as potential adverse effects on future product demand resulting from volume purchases; delays in regulatory approvals and the introduction of new products; market acceptance of new products and success of clinical testing. More detailed information on these and additional factors which could affect ev3’s operating and financial results is described in the company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. ev3 Inc. urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the company faces. Additionally, ev3 undertakes no obligation to publicly release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

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