8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

AMENDMENT NO. 1

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

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

Explanatory Note: ev3 Inc. hereby files this Amendment No. 1 to its Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2008, in order to provide information regarding the terms and conditions relating to the severance arrangement with 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, effective April 6, 2008.

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.

As previously reported, on April 7, 2008, ev3 Inc. (the “Company”) announced that it had 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.

In connection with Mr. Corbett’s resignation, the Company and Mr. Corbett have entered into a Separation Agreement and Release of Claims, dated as of April 6, 2008 (the “Separation Agreement”). The Separation Agreement provides for the following, among other things:

• payment by the Company to Mr. Corbett of a lump sum cash payment of $1,282,500, which represents 18 months of Mr. Corbett’s current base salary of $425,000 plus 150% of Mr. Corbett’s target bonus amount (which is currently 80% of his base salary).

• amendment to Mr. Corbett’s outstanding stock options and restricted stock awards to provide as follows:

o with respect to Mr. Corbett’s outstanding stock options that have already vested, extension of the expiration date for the exercise thereof until 27 months following his date of resignation;

o with respect to Mr. Corbett’s outstanding unvested stock options and restricted stock awards that otherwise would have vested within 24 months following his date of resignation, full acceleration of the vesting thereof as of his date of resignation and extension of the expiration date for the exercise thereof until 27 months following his date of resignation;

o with respect to Mr. Corbett’s outstanding unvested stock options and restricted stock awards that otherwise would have vested after 24 months following his date of resignation, termination of such stock option and restricted stock awards in accordance with the terms of the applicable grant documentation; and

o with respect to certain stock options previously transferred by Mr. Corbett to his former spouse (who is not now and has not been an employee of the Company), adjustments in the same manner as the options held by Mr. Corbett as described above. 

• if timely elected, payment of COBRA continuation coverage premiums for a period of 18 months from the date of his resignation.

• payment of outplacement services for a period of 6 months from the date of his resignation.

The Separation Agreement also includes a general release of claims against the Company by Mr. Corbett and an agreement by Mr. Corbett to cooperate with respect to any future investigations and litigation.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety

by reference to the Separation Agreement, a copy of which is included as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference thereto. The foregoing description of the amendments to Mr. Corbett’s and Mr. Corbett’s former spouse’s outstanding stock options and restricted stock awards does not purport to be complete and is qualified in its entirety by reference to the Amendment to Stock Option and Stock Award Agreements (in the case of Mr. Corbett) and Amendment to Stock Option Agreements (in the case of Mr. Corbett’s former spouse), copies of which are included as Exhibits 10.2 and 10.3, respectively, to this Form 8-K and are incorporated herein by reference thereto.

In addition to the foregoing, the Company and Mr. Corbett entered into a Consulting Agreement, dated as of April 6, 2008 (the “Consulting Agreement”), pursuant to which Mr. Corbett will serve as a consultant until October 6, 2008, reporting to the President and Chief Executive Officer of the Company. Mr. Corbett will receive $5,000 per month for up to 4 days (assuming 8 hours per day) of consulting services and will be compensated at a rate of $156.25 per hour for any consulting services in excess of the foregoing. The Consulting Agreement also contains customary confidentiality provisions.

The foregoing summary of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is included as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference thereto.

In addition to the foregoing, on April 4, 2008, Mr. Corbett and Warburg Pincus Equity Partners, L.P. (“Warburg Pincus”) entered into an Extension Agreement (the “Extension Agreement”). The Extension Agreement extended the maturity dates of two loan agreements with Warburg Pincus, both of which accrue interest at the rate of 3.46%. The maturity dates of these two loan agreements, which had previously been extended to September 30, 2007 and February 20, 2008, have been extended such that the maturity date for each loan is now the earlier of (i) July 6, 2010 or (ii) the first date on which Mr. Corbett directly or indirectly exercises one or more stock options to purchase shares of the Company’s common stock beneficially owned by him or any such options which are converted or exchanged, whether in connection with a transaction or otherwise. However, if prior to the earlier of such dates, Mr. Corbett’s stock options are cashed-out or cancelled in connection with a transaction involving the Company or any successor entity, Mr. Corbett has agreed to apply any and all net proceeds received by him as a result of such transaction to the repayment of the outstanding interest and principal then due and owning under the loans. As disclosed in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2008, Warburg Pincus beneficially owned approximately 29.8% of the Company’s outstanding common stock as of March 3, 2008.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Separation Agreement and Release of Claims, dated as of April 6, 2008, between ev3 Endovascular, Inc. and James M. Corbett
10.2	Amendment to Stock Option and Stock Award Agreements, made as of April 6, 2008 by ev3 Inc.
10.3	Amendment to Stock Option Agreements, made as of April 6, 2008 by ev3 Inc.
10.4	Consulting Agreement, dated as of April 6, 2008, between ev3 Endovascular, Inc. and James M. Corbett

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
10.1	Separation Agreement and Release of Claims, dated as of April 6, 2008, between ev3 Endovascular, Inc. and James M. Corbett
10.2	Amendment to Stock Option and Stock Award Agreements, made as of April 6, 2008 by ev3 Inc.
10.3	Amendment to Stock Option Agreements, made as of April 6, 2008 by ev3 Inc.
10.4	Consulting Agreement, dated as of April 6, 2008, between ev3 Endovascular, Inc. and James M. Corbett

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE OF CLAIMS

This Separation Agreement and Release of Claims (this “Agreement”) is made by and between me, James M. Corbett, and ev3 Endovascular, Inc. (“ev3” or the “Company”). The Company and I have agreed to separate according to the terms set forth in this Agreement. I do not believe that I have any claims against the Company, but I nevertheless have agreed to resolve any actual and potential claims arising out of my employment with and separation from the Company by entering into this Agreement.

IN CONSIDERATION OF THIS ENTIRE SEPARATION AGREEMENT AND RELEASE OF CLAIMS, I AGREE AS FOLLOWS:

Definitions. I intend all words used in this Agreement to have their plain meanings in ordinary English. Specific terms that I use in this Agreement have the following meanings:

A.	I, me, and my include both me and anyone who has or obtains any legal rights or claims through me.
B.	ev3 or the Company means ev3 Endovascular, Inc., formerly known as ev3, Inc., any past or present company related to ev3 Endovascular, Inc. and their predecessors, successors, parents, subsidiaries, affiliates, joint venture partners, and divisions; their present and past officers, directors, committees, shareholders, and employees, whether in their individual or official capacities; any company providing insurance to them, in the present or past; present and past fiduciaries of any employee benefit plan sponsored or maintained by them (other than multiemployer plans); their attorneys; and anyone who acted on their behalf or on instructions from them.
C.	Termination Date means the date on which my employment with the Company ends, as set forth in Exhibit 1 to this Agreement (Notice of Scheduled Termination Date and Statement of Special Consideration).
D.	My Claims means all of my rights that I now have to any relief of any kind from the Company, including without limitation:

1.	All claims arising out of or relating to my employment with the Company or the termination of that employment;
2.	All claims arising out of or relating to the statements, actions, or omissions of the Company;
3.	All claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, rule or regulation, including without limitation, claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Age Discrimination in Employment Act (the ADEA), the Older Workers Benefit Protection Act of 1990 (the OWBPA), the Americans

	with Disabilities Act, 42 U.S.C. § 1981 (the ADA), the Employee Retirement Income Security Act (ERISA), the Equal Pay Act (the EPA), the Worker Adjustment Retraining and Notification Act (WARN), the Family and Medical Leave Act (FMLA), the Minnesota Human Rights Act (MHRA), the California Labor Code § 1401, the California Fair Employment and Housing Act, Cal Gov’t Code § 12900 et seq., any workers’ compensation non-interference or non-retaliation statutes, and any other state or local anti-discrimination, anti-retaliation, and fair employment practices laws, ordinances, rules and regulations;
4.	All claims for alleged: wrongful discharge; breach of contract (including, but not limited to, claims for breach of any written or verbal employment agreement); breach of implied contract; failure to keep any promise; breach of an express or implied covenant of good faith and fair dealing; breach of fiduciary duty; estoppel; whistleblower or other illegal retaliation or reprisal; defamation; infliction of emotional distress; fraud; misrepresentation; negligence; harassment; constructive discharge; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; any other wrongful employment practices; and a violation of any other principle of common law;
5.	All claims for compensation of any kind (except those expressly provided in or excepted from this Agreement), including without limitation, salary, bonuses, commissions, expense reimbursements, stock-based compensation or stock options, used or accrued vacation pay, personal time pay, personal time reservoir, sick pay, severance payments under any past, pending or future severance pay plans, short and/or long term disability benefits, life insurance benefits, accidental death and disability insurance benefits, dental, medical and vision benefits, retirement savings or 401(k) or 403(b) contributions, and payments for any other type of benefit, leave of absence or time off of work;
6.	All claims for back pay, front pay, reinstatement, injunctions or other equitable relief, compensatory damages, damages for alleged personal injury, liquidated damages, and punitive damages; and
7.	All claims for attorneys’ fees, disbursements, costs, and interest.

However, the term My Claims does not include any claims that the law does not allow to be waived or any claims that may arise after the date on which I sign this Agreement, including my right to claim the following: unemployment insurance benefits; workers’ compensation benefits related to any injury I have sustained in the course of my duties for the Company to the extent that such benefits are awarded by a state agency or agreed upon consistent with applicable state law; vested post-termination benefits under any 401(k) or similar retirement benefit plan sponsored by the Company in which I am currently a participant; vested

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	post-termination benefits to which I am entitled under any stock option plan; continuation of health insurance pursuant to COBRA or similar state law; my rights to assert claims that are based on events occurring after this Agreement becomes effective; or my rights to enforce the terms of this Agreement.
E.	Special Consideration means the severance pay and other benefits to which I am entitled under the Severance Pay Plan in effect on my Termination Date, as described more fully in Exhibit 1 to this Agreement.
	The term Special Consideration does not include the following amounts which will be paid to me regardless of whether I sign this Agreement:

1.	My base salary for the time I worked through the end of business on the Termination Date;
2.	Any accrued but unused PTO to which I am entitled;
3.	Any unpaid business expenses incurred by me through the Termination Date in the course of and pursuant to the Company’s expense reimbursement policies and procedures.

Agreement to Release My Claims. As provided in the Severance Pay Plan, in exchange for the Special Consideration to be paid by the Company and other undertakings of the Company stated in this Agreement, I agree to give up and release all of My Claims against the Company as defined above. I understand and acknowledge that the Special Consideration is of significant value to me and that I am not entitled to the Special Consideration described above unless I sign, and do not revoke, this Agreement. In exchange for this Special Consideration, I give up all of My Claims against the Company. This means that except as provided below, I will not bring any lawsuits against the Company or make any demands against the Company for compensation or damages relating to My Claims. For the purpose of implementing a full and complete release and discharge of all claims, this Agreement is intended to include, without limitation, all claims which I may have against the Company but do not know or suspect to exist in my favor at the time of execution of this Agreement which, if known or suspected, would materially affect my decision to execute the Agreement.

In exchange for my agreement to release My Claims, I am receiving satisfactory consideration (i.e. monetary and other compensation) from the Company to which I am not otherwise entitled by law, contract, or under any Company policy. The Special Consideration I am receiving is a full and fair payment for the release of all My Claims.

The Company has made no representations or warranties to me regarding the tax treatment of the payments provided under this Agreement. I understand that I am solely responsible for all federal, state, and local income and any other taxes that may be due on account of these payments.

Compliance with Prior Agreements and Confidentiality. I understand that I remain bound by the terms of any prior agreement which I previously entered into with the Company, including

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without limitation any agreement relating to: (1) confidential, proprietary or trade secret information of the Company; (2) assignment, disclosure or cooperation with respect to inventions, know-how, creations or other intellectual property; (3) non-competition with the Company; (4) non-solicitation of Company employees, agents, customers or prospective customers; or (5) any similar obligations, all of which do and will continue in full force and effect.

No Right to Reemployment. I understand and agree that my employment with the Company is terminated effective as of the Termination Date and I have no express or implied right or entitlement to reinstatement or reemployment with the Company following my Termination Date. I agree that the Company may use this Agreement as the sole reason to reject any inquiry or application for employment I may make.

Agreement to Cooperate in Transition; Return of Property. In exchange for the Special Consideration to be paid by the Company and other undertakings of the Company stated in this Agreement, I also agree to cooperate with the Company in its transition efforts as follows: (1) I agree to be available, on a reasonable basis, to answer questions that may arise relating to my employment with or duties to the Company; (2) I shall return, on or before my Termination Date, and will not retain in any form or format, all Company documents, data, trunk stock, and other property in my possession or control; (3) after returning these documents, data, and other property, I will permanently delete from any electronic media in my possession, custody, or control (such as computers, cell phones, hand-held devices, back-up devices, zip drives, PDAs, etc.) or to which I have or have had access (such as remote e-mail exchange servers, back-up servers, off-site storage, etc.), all documents or electronically stored images of the Company, including writings, drawings, graphs, charts, sound recordings, images, and other data or data compilations stored in any medium from which such information can be obtained; and (4) I agree to provide the Company a list of any documents that I created or am otherwise aware that are password-protected and the password(s) necessary to access such password-protected documents.

For purposes of this Agreement, Company “documents, data, and other property” includes, without limitation, computers, fax machines, cell phones, access cards, keys, reports, manuals, records, product samples, trunk stock, correspondence and/or other documents or materials related to the Company’s business that I have compiled, generated or received while working for the Company, including all copies, samples, computer data, disks, or records of such material.

I understand and agree that the Company’s obligations under this Agreement, including without limitation, its payment of Special Consideration to me, are contingent upon me returning all Company documents, data, trunk stock, and other property and cooperating with the Company as set forth above.

Agreement to Cooperate in Investigations and Litigation. I agree that I will, at any future time, be available upon reasonable notice from the Company, with or without a subpoena, to be interviewed, review documents or things, give depositions, testify, or engage in other reasonable activities, with respect to matters and/or disputes concerning which I have or may have knowledge as a result of or in connection with my employment by the Company. In performing my obligations under this paragraph to testify or otherwise provide information, I will honestly,

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truthfully, forthrightly, and completely provide the information requested. I will comply with this Agreement upon notice from the Company that the Company or its attorneys believe that my compliance will assist in the resolution of an investigation or the prosecution or defense of claims.

Waiver of Rights to Additional Recovery. By signing this Agreement, I waive any right I may have to any form of recovery or compensation from any legal, administrative or other charge, claim, complaint, or action which has been, is, or may be filed by me or on my behalf based on my employment with, or termination of employment from, the Company. I warrant, except as provided in the following paragraph, that I have not filed, otherwise commenced, or caused to be filed or otherwise commenced, any claims, complaints, or actions against the Employer before any federal, state, or local administrative agency or court, other than the U.S. Equal Employment Opportunity Commission (“EEOC”) or any other state or local fair employment or civil rights enforcement agency.

Exception. I understand that this Agreement permits but does not in any way require me to refrain from filing, to request dismissal or to request withdrawal of any charges, grievances, petitions, or complaints that I may have against the Company before the EEOC or other fair employment or civil rights enforcement agency. I may take or attempt to take any such action if I so choose.

The Company warrants that, as of the Termination Date, it does not have any knowledge of any claims against me.

Exclusions from Release.

A. Nothing in this Agreement interferes with my right to file a charge with the EEOC, or participate in any manner in an EEOC investigation or proceeding under Title VII, the ADA, the ADEA, or the EPA. I, however, understand that I am waiving my right to recover individual relief including, but not limited to, back pay, front pay, reinstatement, compensatory damages, attorneys’ fees, and/or punitive damages, in any administrative or legal action whether brought by the EEOC, me, or any other party.

B. Nothing in this Agreement interferes with my right to challenge whether I knowingly and voluntarily agreed to waive my rights under the ADEA as provided for in the OWBPA.

C. I agree that the Company reserves any and all defenses, which it has or might have against any claims brought by me. This includes, but is not limited to, the Company’s right to seek available costs and attorneys’ fees, and to have any monetary award granted to me, if any, reduced by the amount of money that I received in consideration for this Agreement.

D. Nothing in this Agreement interferes with my rights to indemnification that I may have pursuant to the Certificate of Incorporation or By-laws of the Company or any indemnification agreement between me and the Company.

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Advice to Consult with an Attorney. I understand and acknowledge that I hereby am being advised by the Company to consult with an attorney prior to signing this Agreement. My decision whether to sign this Agreement is my own voluntary decision made with full knowledge that the Company has advised me to consult with an attorney. The Company will not advance or reimburse any attorneys fees, costs, or expenses incurred by me in connection with any such review.

Rights and Procedure for Accepting or Revoking this Agreement. I have been advised that this Agreement shall be executed by me no earlier than my Termination Date and no later than forty-five (45) days after my Termination Date. I understand that insofar as this Agreement relates to my rights, if any, under the ADEA, it shall not become effective or enforceable until seven (7) days after I sign it. I further understand that insofar as this Agreement relates to my rights, if any, under the Minnesota Human Rights Act (MHRA), it shall not become effective or enforceable until fifteen (15) days after I sign it. I understand that I have the right to revoke the release in this Agreement, insofar as it extends to my claims, if any, under the ADEA, by written notice of such to the Company within seven (7) calendar days following my signing this Agreement. I understand that I have the right to rescind the release in this Agreement insofar as it extends to my claims, if any, under the MHRA, by written notice to the Company within fifteen (15) calendar days of my signing this Agreement. Any such revocation or rescission must be in writing and hand-delivered to ev3’s Vice President, Human Resources, Mr. Greg Morrison, or, if sent by mail:

A.	post-marked within the seven (7) or fifteen (15) day revocation or rescission period;
B.	properly addressed to Mr. Greg Morrison, Corporate Vice President, Human Resources, ev3 Endovascular, Inc., 9600 54th Avenue North, Plymouth, MN 55442; and
C.	sent by certified mail, return receipt requested.

I understand that the Special Consideration I am receiving for settling and releasing My Claims is contingent upon my agreement to be bound by the terms of this Agreement. Accordingly, if I decide to revoke or rescind this Agreement, I understand that I am not entitled to the Special Consideration offered in this Agreement. I further understand that if I attempt to revoke my release of ADEA claims or rescind my release of MHRA claims, I must immediately return to the Company any Special Consideration I have received under this Agreement.

No Admission of Wrongdoing. Even though the Company will provide the Special Consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

Successors and Assigns. I agree that the promises in this Agreement benefit the Company and also any successor or assignee of the Company’s business or operations. The Company agrees that its promises in this Agreement shall be binding on any successor or assignee of its business

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or operations. I warrant and represent that I have not assigned or transferred in any manner, or purported to assign or transfer in any manner, to any person or entity, any claim or interest that is the subject of this Agreement.

Entire Agreement/Merger; Other Written Agreements. Subject to my agreement, as set forth above, to abide by other agreements with the Company, this is the entire Agreement between me and the Company relating to my employment and my termination from employment. Except as expressly provided otherwise in this Agreement, this Agreement supersedes all prior oral and written agreements and communications between the parties. This Agreement shall not be modified, amended, or terminated except by a written agreement signed by both parties.

Confidentiality. I acknowledge my current obligations to the Company pertaining to trade secrets and confidentiality of information and property, and agree that those obligations shall continue to apply following the execution of this Agreement.

Interpretation of the Agreement. This Agreement should be interpreted as broadly as possible to achieve my intention to resolve all of My Claims against the Company. If this Agreement is held by a court to be inadequate to release a particular claim encompassed within My Claims, this Agreement will remain in full force and effect with respect to all the rest of My Claims. In case any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

Governing Law and Venue. I understand and that ev3’s principal place of business is Plymouth, Minnesota, and accordingly, I agree that this Agreement shall be governed by, and construed and enforced in accordance with Minnesota law, without reference to choice of law, except to the extent it is pre-empted by federal law. I agree that any dispute relating to this Agreement shall be subject to the jurisdiction of state or federal courts within the State of Minnesota, Hennepin County.

Remedies. In the event that I breach my obligations under this Agreement or the Company learns that my representations and warranties contained in this Agreement are false, the Company shall have the right to bring a legal action for appropriate equitable relief as well as damages, including reasonable attorneys’ fees, and shall also have to right to suspend payment of the Special Consideration set forth in this Agreement and/or to recover, in addition to any equitable relief and damages allowed by law, the Special Consideration I have received under this Agreement.

Change in Control Agreement. For the avoidance of doubt, I acknowledge and agree that the Change in Control Agreement, dated September 19, 2006 among ev3 Inc., ev3 and me, will terminate on the Termination Date in accordance with Section 2 of such Change in Control Agreement.

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SPECIAL PROVISIONS:

FOR CALIFORNIA EMPLOYEES ONLY: Release of Unknown or Unsuspected Claims.

If I am a resident of the State of California, for the purpose of implementing a full and complete release and discharge of all claims, I expressly waive the protection provided by Section 1542 of the California Civil Code which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, which if known by him/her must have materially affected his/her settlement with the debtor.

I acknowledge that I have had the opportunity to seek legal counsel with regard to my rights under Section 1542. I represent that I have read and understand the provisions of California Civil Code Section 1542. I acknowledge and agree that: (a) this Agreement is intended to include within its effect, without limitation, all claims which I have against the Company but do not know or suspect to exist in my favor at the time of execution of this Agreement which, if known or suspected, would materially affect my decision to execute the Agreement; and (b) this Agreement contemplates the extinguishment of any such claim or claims, and that all rights under Section 1542 of the California Civil Code are hereby expressly waived.

California Employee Initials: /s/ JMC             

FOR EMPLOYEES AGE 40 OR OLDER ONLY: Older Workers Benefit Protection Act.

If I am age 40 or older on the Termination Date, I understand that this Agreement is subject to the Older Workers Benefit Protection Act of 1990 (OWBPA) which provides that I cannot waive a right or claim under the Age Discrimination in Employment Act of 1967 (ADEA), as amended, unless the waiver is knowing and voluntary. I have been advised of this law, and I agree that I am signing this Agreement voluntarily, and with full knowledge of its consequences.

I further acknowledge and agree that I have received, reviewed and understand the document entitled, “Reduction in Force                                          and Attachment A” a copy of which accompanied this Agreement. By my signature below, I acknowledge and agree that this document complies with the OWBPA disclosure requirements by clearly describing the class, unit, or group of individuals from which I was selected for termination (the “decisional unit”), and the job classification and ages of all individuals eligible or selected and the ages of all individuals in the same job classification or organizational unit who were not selected for termination of employment. I understand that the Company is giving me at least forty-five (45) days from the date I received a copy of this Agreement to decide whether I want to sign it. If I sign this Agreement before the end of the forty-five (45) day period it will be my personal, voluntary decision to do so, and will be done with full knowledge of my legal rights. I agree that material and/or immaterial changes to this Agreement will not restart the running of this consideration period.

Employee Age 40 or Older Initials: /s/ JMC             

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Representations and Warranties. I agree that the above terms, including the Special Consideration set forth in Exhibit 1 are consistent with my right to benefits under the Company’s Severance Pay Policy. I have no additional rights under any other employment, severance, separation, retention, exit incentive, employment termination, or similar plan, policy, program or practice with Employer. I agree that the Special Consideration set forth in this Agreement and Exhibit 1 is over and above anything owed to me by law or contract, or under the policies of the Company (other than the Severance Pay Plan), and it is provided to me in exchange for, and specifically contingent upon, me entering into this Agreement.

I represent that I have carefully read this entire Agreement and understand all of its terms. I represent that no promise or inducement has been offered to me except as set forth herein, and that this Agreement is executed without reliance upon any statement or representation by the Company or any representative or agent of the Company. I warrant that I have full legal authority to release any and all claims as specified herein and to undertake all other obligations as specified herein. I warrant that I enter into this Agreement voluntarily and with full knowledge and understanding of my legal rights and obligations. I understand that this Agreement will have a final and binding effect and that by executing this Agreement he may be giving up legal rights. I intend this Agreement to be legally binding.

Dated: April 6, 2008	/s/ James M. Corbett Signature
	James M. Corbett [Print Name]

Accepted by ev3 Endovascular, Inc.:
By:	/s/ Kevin Klemz
Its	Senior Vice President and Chief Legal Officer

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EXHIBIT 1

NOTICE OF SCHEDULED TERMINATION DATE AND
STATEMENT OF SPECIAL CONSIDERATION

This document, which is Exhibit 1 to the Separation Agreement and Release of Claims (“Agreement”) naming as the releasing party the employee identified below (“Employee”), constitutes a statement of the Special Consideration that Employee will receive pursuant to the terms of the Agreement provided Employee signs and does not revoke the Agreement, and if Employee otherwise complies with the terms and conditions of the Agreement.

Statement of Special Consideration for James M. Corbett:

Termination Date: April 6, 2008                    Full Years of Service: 6 years

1. Severance Pay. A lump sum payment of $1,282,500, which payment consists of the sum of (x) 18 months of Employee’s current base salary of $475,000 per year and (y) an amount equal to 150% of Employee’s target bonus amount (80% times Employee’s base salary).

2. Acceleration of Stock Options and Stock Awards.

(a) With respect to Employee’s outstanding stock options (and options held by Employee’s former spouse) that have already vested, the expiration date for the exercise thereof shall be extended until 27 months following the Date of Termination.

(b) With respect to Employee’s outstanding unvested stock options and stock awards (and options held by Employee’s former spouse) that otherwise would have vested within 24 months following the Date of Termination, the vesting thereof shall be fully accelerated as of the Date of Termination and the expiration date for the exercise thereof shall be extended until 27 months following the Date of Termination. With respect to shares of restricted stock that become vested pursuant to this paragraph (b), the Company will withhold from the vested shares of stock deliverable to Employee the number of shares of restricted stock necessary to satisfy the minimum statutory federal and state tax withholding requirements which the Company determines are applicable to the vesting of such shares of restricted stock.

(c) With respect to Employee’s outstanding unvested stock options and stock awards (and options held by Employee’s former spouse) that otherwise would have vested after 24 months following the Date of Termination, there shall be no further vesting and such stock options and stock awards shall immediately terminate in accordance with the terms of the applicable grant documentation.

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3. Health Insurance Benefits. If Employee timely elects continued coverage under the Company’s group medical plan or group dental plan pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company will pay the premiums for such COBRA continuation coverage for 18 months following the Date of Termination.

4. Outplacement Assistance. The Company to pay Frank Kalgren for six months starting April 7, 2008 (for an aggregate of 30-hours of service).

5. Other Benefits. The Company will provide the following additional benefits to Employee:

     a. Payment for any accrued but unused PTO to which Employee is entitled.

     b. Employee may maintain possession of his two laptop computers previously provided by the Company, subject to review and elimination of Company records and files by the Company’s IT group.

     c. Employee may maintain possession of his Blackberry telephone previously provided by the Company, subject to review and elimination of Company information by the Company’s IT group.

6. Timing of Cash Payments. The Company shall pay the cash PTO payment described in paragraph 5.a above on April 7, 2008. The Company shall pay the cash lump sum payment described in paragraph 1 above on April 22, 2008 (after the date on which Employee’s rescission rights referred to in this Agreement have expired), unless Employee has provided notice of his intention to revoke or rescind the Agreement.

Conditions. Severance pay will be paid less payroll withholdings that the Company reasonably believes are required by law or elected by Employee for state and federal income taxes, FICA, and other applicable payroll deductions. Severance pay will be paid only if: (i) Employee has provided the Company with an original executed Separation Agreement and Release of Claims; (ii) any applicable revocation or rescission period set forth in the Agreement has expired and Employee has not revoked, rescinded or attempted to revoke or rescind the Release; and (iii) Employee has returned all of the Employer’s property.

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EX-10.2

Exhibit 10.2

AMENDMENT TO STOCK OPTION AND STOCK AWARD AGREEMENTS

     This Amendment to Stock Option and Stock Award Agreements (the “Amendment”) is made as of April 6, 2008 by ev3 Inc. (the “Corporation”) and relates to certain stock options and shares of restricted stock granted to James M. Corbett (the “Grantee”) under the Corporation’s Second Amended and Restated 2005 Incentive Stock Plan, the ev3 LLC Amended and Restated 2003 Incentive Plan, the Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended or any other equity incentive plan of the Corporation or its predecessors.

     WHEREAS, the Corporation has previously granted to Grantee options (the “Options”) to purchase shares of the Common Stock, par value $0.01 per share, of the Corporation (the “Stock”) evidenced by Stock Option Agreements by and between the Corporation and Grantee (the “Option Agreements”) and set forth on Exhibit A hereto;

     WHEREAS, the Corporation has previously granted to Grantee restricted shares of the Common Stock, par value $0.01 per share (the “Restricted Stock”), of the Corporation, evidenced by Restricted Stock Agreements by and between the Corporation and Grantee (the “Restricted Stock Agreements”) and set forth on Exhibit A hereto;

     WHEREAS, on April 6, 2008, the Corporation and Grantee are entering into a Separation Agreement and Release of Claims (the “Separation Agreement”) pursuant to which Grantee will become entitled to certain payments from the Corporation in exchange for a release of any claims Grantee may have against the Corporation;

     WHEREAS, the Separation Agreement sets forth certain rights that Grantee has with respect to his outstanding Options and Restricted Stock; and

     WHEREAS, the Board of Directors of the Corporation (the “Board”) has determined that it is in the best interests of the Corporation and its stockholders to amend the Option Agreements and Restricted Stock Agreements, effective as of April 6, 2008, to accelerate the vesting of certain of the Options and shares of Restricted Stock and to amend the period during which certain Options can be exercised.

     NOW, THEREFORE, the Option Agreements and Restricted Stock Agreements are hereby amended as follows:

     1. With respect to the Options that have already vested as of April 6, 2008, the expiration date for the exercise thereof shall be extended until July 5, 2010, but in no event beyond the original term of each such Option.

     2. With respect to the Options and shares of Restricted Stock that are not vested as of April 6, 2008 but that otherwise would have vested by April 5, 2010 had Grantee’s service with the Corporation continued to that date, the vesting thereof shall be fully accelerated as of April 6, 2008 and the expiration date for the exercise of such Options shall be extended until July 5, 2010, but in no event beyond the original term of each such Option. With respect to shares of Restricted Stock that become vested pursuant to this Section 2, the Corporation shall withhold from the vested shares of Stock deliverable to Grantee the number of shares of Stock

necessary to satisfy the minimum statutory federal and state tax withholding requirements which the Corporation determines are applicable to the vesting of such shares of Restricted Stock.

     3. With respect to the Options and shares of Restricted Stock that are not vested and otherwise would have vested only if Grantee’s service with the Corporation had continued beyond April 5, 2010, there shall be no further vesting and such Options and shares of Restricted Stock shall immediately terminate in accordance with the terms of the applicable grant documentation.

     4. Except as expressly provided herein, the terms and conditions of the Option Agreements and Restricted Stock Agreements shall remain in full force and effect and shall be binding on the Corporation and the Grantee.

     IN WITNESS WHEREOF, the Corporation has duly executed and delivered this Amendment, or has caused this Amendment to be duly executed and delivered in its name and on its behalf, as of the day and year first above written.

EV3 INC.
By:	/s/ Kevin Klemz
Its:	Senior Vice President and Chief Legal Officer

EXHIBIT A
James M. Corbett Option Grants and Restricted Stock Awards

						Shares Currently
						Outstanding
						under the Option		Total Shares That
	Grant					/ Restricted		Would Have
Grant No.	Date	Plan	Type	Price		Stock Award		Vested at 4/5/2010
00000695	1/2/2002	Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended	Incentive Stock Option	$	13.2300		7,620		7,620
00000696	1/14/2002	Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended	Non-Qualified Stock Option	$	14.7000		23,814		23,814
00000804	6/4/2002	Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended	Incentive Stock Option	$	9.1300		4,762		4,762
00000878	5/22/2003	Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended	Non-Qualified Stock Option	$	6.4700		1,905		1,905
00000951	5/20/2004	Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended	Non-Qualified Stock Option	$	8.7552		1,905		1,905
00001121	5/26/2005	Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended	Non-Qualified Stock Option	$	8.3983		1,905		1,905
ev21	6/20/2002	ev3 LLC Amended and Restated 2003 Incentive Plan	Incentive Stock Option	$	3.5400		4,230		4,230
ev52	6/20/2002	ev3 LLC Amended and Restated 2003 Incentive Plan	Incentive Stock Option	$	8.8200		10,561		10,561
90	8/7/2002	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		21,996		21,996

						Shares Currently
						Outstanding
						under the Option		Total Shares That
	Grant					/ Restricted		Would Have
Grant No.	Date	Plan	Type	Price		Stock Award		Vested at 4/5/2010
620	4/7/2003	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		10,838		10,838
1078	10/29/2003	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		16,710		16,710
1080	1/1/2004	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		10,416		10,416
1174	7/29/2004	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		31,250		31,250
1243	1/7/2005	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		52,083		52,083
1394	7/1/2005	ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan	Non-Qualified Stock Option	$	14.0000		300,000		300,000
RD000017	1/20/2006	ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan	Non-Qualified Stock Option	$	16.0500		200,000		200,000
RD000147	1/22/2007	ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan	Non-Qualified Stock Option	$	17.6700		100,000		79,167
RD000246	10/4/2007	ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan	Non-Qualified Stock Option	$	16.6400		100,000		62,500
RS000001	12/29/2005	ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan	Restricted Stock Award	$	—		50,000		50,000

						Shares Currently
						Outstanding
						under the Option		Total Shares That
	Grant					/ Restricted		Would Have
Grant No.	Date	Plan	Type	Price		Stock Award		Vested at 4/5/2010
RS000034	1/22/2007	ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan	Restricted Stock Award	$	—		32,895		21,930
RS000306	10/4/2007	ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan	Restricted Stock Award	$	—		43,860		21,930
TOTAL:							1,026,750		935,522

EX-10.3

Exhibit 10.3

AMENDMENT TO STOCK OPTION AGREEMENTS

          This Amendment to Stock Option Agreements (the “Amendment”) is made as of April 6, 2008 by ev3 Inc. (the “Corporation”) and relates to certain stock options granted to James M. Corbett (the “Grantee”) under the ev3 LLC Amended and Restated 2003 Incentive Plan, as amended, or any other equity incentive plan of the Corporation or its predecessors, and subsequently transferred to Trudy Corbett (the “Holder”).

          WHEREAS, the Corporation has previously granted to Grantee options (the “Options”) to purchase shares of the Common Stock, par value $0.01 per share, of the Corporation evidenced by Stock Option Agreements by and between the Corporation and Grantee;

          WHEREAS, Grantee subsequently transferred to Holder certain of such Options as set forth on Exhibit A hereto and the Corporation subsequently entered into new Stock Option Agreements with Holder setting forth the terms and conditions of the Options (the “Option Agreements”);

          WHEREAS, on April 6, 2008, the Corporation and Grantee are entering into a Separation Agreement and Release of Claims (the “Separation Agreement”) pursuant to which Grantee will become entitled to certain payments from the Corporation in exchange for a release of any claims Grantee may have against the Corporation;

          WHEREAS, the Separation Agreement sets forth certain rights that Grantee and Holder have with respect to their outstanding Options; and

          WHEREAS, the Board of Directors of the Corporation (the “Board”) has determined that it is in the best interests of the Corporation and its stockholders to amend the Option Agreements, effective as of April 6, 2008, to accelerate the vesting of certain of the Options and to amend the period during which certain Options can be exercised.

          NOW, THEREFORE, the Option Agreements are hereby amended as follows:

          1. With respect to the Options that have already vested as of April 6, 2008, the expiration date for the exercise thereof shall be extended until July 5, 2010, but in no event beyond the original term of each such Option.

          2. With respect to the Options that are not vested as of April 6, 2008 but that otherwise would have vested by April 5, 2010 had Grantee’s service with the Corporation continued to that date, the vesting thereof shall be fully accelerated as of April 6, 2008 and the expiration date for the exercise of such Options shall be extended until July 5, 2010, but in no event beyond the original term of each such Option.

          3. With respect to the Options that are not vested and otherwise would have vested only if Grantee’s service with the Corporation had continued beyond April 5, 2010, there shall be no further vesting and such Options shall immediately terminate in accordance with the terms of the applicable grant documentation.

          4. Except as expressly provided herein, the terms and conditions of the Option Agreements shall remain in full force and effect and shall be binding on the Corporation and the Holder.

          IN WITNESS WHEREOF, the Corporation has duly executed and delivered this Amendment, or has caused this Amendment to be duly executed and delivered in its name and on its behalf, as of the day and year first above written.

EV3 INC.
	By:	/s/ Kevin Klemz
	Its:	Kevin Klemz

Exhibit A
Trudy Corbett Option Agreements

						Shares
						Currently
						Outstanding
						under the		Total Shares That
	Grant					Option		Would Have Vested
Grant No.	Date	Plan	Type	Price		Agreement		at 4/5/2010
1386	6/20/2002	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	3.5400		4,230		4,230
1387	6/20/2002	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		8,898		8,898
1388	10/29/2003	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		12,456		12,456
1389	1/1/2004	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		6,250		6,250
1390	7/29/2004	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		18,750		18,750
1391	4/7/2003	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		9,562		9,562
1392	8/7/2002	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		19,005		19,005
1393	1/7/2005	ev3 LLC Amended and Restated 2003 Incentive Plan	Non-Qualified Stock Option	$	8.8200		31,250		31,250
TOTAL:							110,401		110,401

EX-10.4

Exhibit 10.4

CONSULTING AGREEMENT

     This Consulting Agreement dated as of April 6, 2008 (“Agreement”), is by and among ev3 Endovascular, Inc. (“ev3” or “Company”) and James M. Corbett (“Consultant”).

Recitals

     WHEREAS, Consultant has resigned as an employee of ev3 Inc. effective as of 9:00 a.m. (Central Time) on April 6, 2008; and

     WHEREAS, ev3 has determined it will require limited consulting services of Consultant from time to time for a period of time following the termination.

Agreement

     Now therefore, in consideration of the mutual covenants and agreements hereinafter provided, the parties agree as follows:

1. Transition to Consulting.

(a)	Consultant shall continue to work as an employee of ev3 Inc. on a full-time basis until April 6, 2008, on which date, effective as of 9:00 a.m. (Central Time), Consultant’s employment with ev3 Inc. will terminate (the “Termination Date”). Through the Termination Date, Consultant will continue to earn the salary equal to the salary paid to Consultant immediately prior to the effective date of this Agreement. Consultant will continue to participate in ev3 Inc.’s bonus plans through the Termination Date; provided, Consultant will not participate in any of ev3 Inc.’s or any of its affiliate’s bonus plans after the Termination Date.
(b)	Beginning on April 7, 2008, Consultant will work as a consultant to ev3 on a part-time basis and shall be available from time to time at the request of ev3 from April 7, 2008, through October 6, 2008 (the “Consulting Term”). During this time, Consultant will have the title of Consultant and will report to Robert J. Palmisano, President and Chief Executive Officer of ev3 Inc.
(c)	Consultant and ev3 intend and agree that, as of April 7, 2008, an independent contractor relationship shall be created by this Agreement. Consultant shall not be considered an agent or employee of ev3 for any purpose. Consultant shall not have any right or authority to bind or commit ev3 to any legal obligation whatsoever. Consultant shall not be eligible to participate in any of ev3’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs as an active employee.
(d)	The parties understand and agree that Consultant’s status as Consultant will not qualify him as a “service provider” under the plan or plans under which stock options and/or grants have been made to him and that the treatment of existing stock options and grants shall be governed by and in accordance with the

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Separation Agreement (as defined herein) and any amendments to stock options and/or grants entered into in connection with the Separation Agreement.

2.	Scope of Consulting Services. During the Consulting Term, Consultant shall consult on projects as agreed upon with Robert J. Palmisano, President and Chief Executive Officer of ev3 Inc.
3.	Compensation. Consultant shall receive a nonrefundable fee of $5,000 per month, payable on the first calendar day of each month, for which ev3 will be entitled to request and receive up to four (4) days (assuming eight (8) hours per day) of Consulting Services from Consultant during said month. Should ev3 request and receive additional services to be performed by Consultant hereunder in excess of four (4) days during any such month, ev3 will compensate Consultant at the rate of $156.25 per hour for such additional services. All such Consulting Services shall be approved in advance by Robert J. Palmisano, President and Chief Executive Officer of ev3 Inc. The Company shall not be responsible for withholding taxes from any such payments to Consultant in connection with these Consulting Services. In addition to such fees, ev3 will promptly reimburse Consultant for all reasonable expenses incurred by him in the performance of such Consulting Services, including, but not limited to, transportation, lodging, meals, and other related expenses.
4.	Termination. Consultant’s employment through the Termination Date and Consulting Services under this Agreement with ev3 remain “at will”. Either party may terminate this Agreement at any time upon ten (10) days prior written notice; provided, however, that in the event that ev3 elects to terminate this Agreement prior to the end of the Consulting Term, it shall immediately pay Consultant the aggregate of nonrefundable fees of $5,000 per month that would have been otherwise payable under section 3 hereof for the remainder of the Consulting Term, without any additional Consulting Services being required of Consultant hereunder.
5.	Further Responsibilities and Duties.

(a)

Compliance with Company Policies. Consultant shall, at all times, comply with all policies, rules, and procedures of ev3 which include, but are not limited to, ev3’s Code of Conduct, Corporate Compliance Policy, and Insider Trading Policy. By Consultant’s signature below, Consultant acknowledges that Consultant has received, read, and agrees to abide by, each of the foregoing policies.

(b)

Duty of Loyalty. In all aspects of Consultant’s Consulting Services with ev3, Consultant shall act in the utmost good faith, deal fairly with ev3, and fully disclose to ev3 all information that ev3 might reasonably consider to be important or relevant to ev3’s business. Consultant further agrees that during the Consulting Term, Consultant shall not engage in any conduct that might result in, or create the appearance of using Consultant’s position for Consultant’s private gain, or otherwise create a conflict of interest, or the appearance of a conflict of interest, with ev3. Such prohibited conduct includes, but is not limited to, having an

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undisclosed financial interest in any vendor or supplier of ev3, 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 ev3, and which creates a conflict of interest.

(c) No Conflicting Employment. During the term of this Consulting Agreement, Consultant agrees that he will not engage in any other employment, occupation or consulting directly related to the business in which the Company is now involved, or to any business in which the Company becomes involved during the Consulting Term, to the extent that the nature of such business is disclosed to Consultant.

6. Nondisclosure of Confidential and Proprietary Information.

(a) Definition of Confidential and Proprietary Information. “Confidential and Proprietary Information” means any and all information, whether oral, written, or committed to Consultant’s memory that is not generally known by persons not employed by, or parties to contracts with ev3, whether prepared by ev3 or Consultant, including but not limited to:

(i)	inventions, designs, discoveries, works of authorship, improvements, or ideas, whether or not patentable or copyrightable, methods, processes, techniques, shop practices, formulae, compounds, or compositions developed or otherwise possessed by ev3;
(ii)	the subject matter of ev3’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;
(iii)	the subject matter and the terms and conditions of this Agreement;
(iv)	ev3’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

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(v) any document marked “Confidential”, or any information that Consultant has been told is “Confidential” or that Consultant might reasonably expect ev3 would regard as “Confidential,” or any information that has been given to ev3 in confidence by customers, suppliers, or other persons.

(b) Confidentiality Obligations. Consultant agrees to hold all Confidential and Proprietary Information in the strictest confidence both during the Consulting Term and after the Consulting Services with ev3 are voluntarily or involuntarily terminated for any reason. To this end, Consultant shall:

(i)	not make, or permit or cause to be made, copies of any Confidential and Proprietary Information, except as necessary to carry out ev3’s duties as prescribed by ev3;
(ii)	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 ev3 to hold such information confidential;
(iii)	take all reasonable precautions to prevent the inadvertent disclosure of any Confidential and Proprietary Information to any unauthorized person;
(iv)	acknowledge that ev3 is the owner of all Confidential and Proprietary Information and agree not to contest any such ownership rights of ev3, either during or after Consultant’s employment or consulting relationship with ev3;
(v)	upon termination of the Consulting Services or employment or upon request by ev3, deliver promptly to ev3 all Confidential and Proprietary Information and all ev3 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 other form, including copies thereof, whether prepared by Consultant or ev3, and all equipment furnished to Consultant in the course of or incident to employment, including any laptop computer and all data contained on such computer; and
(vi)	permit ev3 to inspect personal computers and/or cell phones, including any Personal Data Assistant, Blackberry, or other handheld device belonging to Consultant, at the time the Consultant’s employment and/or Consulting Services are terminated and to remove from such personal property all data belonging to ev3 if Consultant used such personal property to conduct ev3 business.

(c) Obligations to Third Parties. Consultant understands and acknowledges that ev3 has a policy prohibiting the receipt or use by ev3 of any confidential information or trade secret protected information in breach of Consultant’s obligations to third parties and ev3 does not desire to receive any confidential information under such

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circumstances. Accordingly, Consultant will not disclose to ev3 or use in the performance of any duties for ev3 any confidential information in breach of an obligation to any third party. Consultant represents that Consultant has informed ev3, in writing, of any restriction on Consultant’s use of a third party’s confidential information that conflicts with any obligations under this Agreement.

7.	Other Endeavors by Consultant. ev3 recognizes and agrees that Consultant shall be free to engage in other employment, business, political and/or nonprofit activities not directly related to ev3’s business, provided, however, that such activities do not constitute a breach of his commitments to ev3 in this Agreement, and provided, further that Consultant does not purport to act on behalf of ev3 or otherwise represent any affiliation with ev3 in connection with his participation in such activities.
8.	Governing Law: Venue. This Agreement shall be governed by, and construed and enforced in accordance with Minnesota law, without reference to choice of law, except to the extent it is pre-empted by federal law. Any dispute relating to this Agreement shall be subject to the jurisdiction of state or federal courts within the State of Minnesota, Hennepin County.
9.	Entire Agreement. This Agreement contains all the understandings and agreements between the parties concerning Consultant’s consulting relationship with ev3 and supersedes any and all prior agreements and understandings, whether written or oral, relating to the matters addressed in this Agreement. The parties agree that there were no inducements or representations leading to the execution of this Agreement except as stated in this Agreement. Any modification of or addition to this Agreement must be in writing and signed by Consultant and ev3.
10.	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
11.	Contemporaneous Agreement. ev3 and Consultant acknowledge and agree, notwithstanding anything to the contrary herein, that they have entered into a Separation Agreement and Release of Claims (“Separation Agreement”) contemporaneously herewith. Consultant’s rights under such Separation Agreement, including, but not limited to, his right to receive Special Consideration, as defined therein, shall not be altered, reduced, or affected by his execution of this Agreement, his performance of Consulting Services, or by any actual or purported breach of his obligations hereunder.

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     IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date set forth in the first paragraph.

ev3 Endovascular, Inc.		Consultant
/s/ Kevin Klemz		/s/ James M. Corbett
By:	Kevin Klemz	Print Name: James M. Corbett
Its:	Senior Vice President and Chief Legal Officer

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