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): July 18, 2008

ev3 Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51348	32-0138874
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation)		Number)

9600 54th Avenue North, Suite 100
Plymouth, Minnesota	55442
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)

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:

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

On July 18, 2008, Pascal E.R. Girin became Executive Vice President and President, Worldwide Neurovascular and International of ev3 Inc. In this new role, Mr. Girin will lead ev3’s worldwide neurovascular business in addition to his current responsibilities as president of ev3’s international business. Also on July 18, 2008, Matthew Jenusaitis resigned from his position as Senior Vice President and President, Neurovascular Division.

In connection with the appointment of Mr. Girin as Executive Vice President and President, Worldwide Neurovascular and International, Mr. Girin will be paid an annual base salary of 259,113 Euro, which is unchanged from his prior 2008 annual base salary, “expatriation premium” or “mobility premium” payments under French tax law based on the number of days which he will work outside of France on behalf of the Company in the aggregate amount of up to 99,672 Euro; and will be entitled to earn an annual target incentive bonus of up to 65% of his annual base salary and expatriation premium payments, based upon the achievement of performance objectives set by the Compensation Committee of ev3’s Board of Directors or the Board. Unlike his annual incentive bonus for 2007 performance, none of Mr. Girin’s annual incentive bonus for 2008 performance will be guaranteed. Mr. Girin’s change in control letter agreement will also be amended to clarify that the definition of “base pay” used in that agreement will include Mr. Girin’s expatriation premium payments. In connection with his new position, effective as of the first trading day after ten (10) full trading days have elapsed after the public release of ev3’s financial results for the second quarter 2008, Mr. Girin will be granted a non-statutory stock option to purchase 100,000 shares of ev3 common stock and a restricted stock unit for 38,550 shares of ev3 common stock. The option will have a per share exercise price equal to the greater of: (a) the “fair market value” (as defined in the ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan) of a share of ev3 common stock grant date; or (b) 80% of the average closing price of a share of ev3 common stock, as reported by the NASDAQ Global Select Market, during the twenty (20) trading days preceding the date of grant. The option will have a term of 10 years from the grant date and will vest with respect to 25,000 of the shares purchasable thereunder, as of the 12-month anniversary of the grant date, and with respect to the remaining 75,000 of such shares, in 36 as nearly equal as possible monthly installments of shares on each of the one-month anniversary of the grant date, beginning with the first month after the 12-month anniversary of the grant date, in each case so long as Mr. Girin is still an employee or consultant of the Company or one of its subsidiaries as of such date. The restricted stock unit will vest and become issuable with respect to 19,275 of the shares underlying the stock grant on the two-year anniversary of the grant date, with respect to respect to an additional 9,637 of the shares underlying such stock grant on November 15, 2010, and with respect to the remaining 9,638 of the shares underlying such stock grant on November 15, 2011, in each case so long as Mr. Girin is still an employee or consultant of ev3 or one of its subsidiaries as of such date. The restricted stock unit will also vest and become issuable with respect to all of the remaining unissued shares that have not been previously issued to Mr. Girin immediately upon his to his heirs upon their request. The shares of ev3 common stock issued upon vesting of the restricted stock unit will be subject to a mandatory holding period of two years from the date of issuance. In accordance with more favorable French tax laws with respect to stock option grants, both the stock option and restricted stock unit will be granted to Mr. Girin

on the first trading day after ten (10) full trading days have elapsed after the public release of ev3’s financial results for the second quarter 2008.

The foregoing summary of Mr. Girin’s revised compensation package does not purport to be complete and is qualified in its entirety by reference to his offer letter, a copy of which is included as Exhibit 10.1 to this report and is incorporated herein by this reference.

In connection with Mr. Jenusaitis’ resignation, ev3 and Mr. Jenusaitis have entered into a Separation Agreement and Release of Claims, dated as of July 18, 2008 (the “Separation Agreement”). The Separation Agreement provides for the following, among other things:

• cash payments by ev3 to Mr. Jenusaitis in an aggregate amount equal to his annual base salary of $323,644, paid in accordance with the Company’s normal payroll practices, in the form of salary continuation over the next 12 months;

• a lump sum cash payment equal to Mr. Jenusaitis’ annual incentive plan payout (which was 60% of his annual base salary) to be determined and paid in early 2009 based on ev3’s financial performance for 2008 and prorated through July 18, 2008;

• if timely elected, payment of COBRA continuation coverage premiums through December 31, 2009.

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

The Separation Agreement also includes a general release of claims against ev3 by Mr. Jenusaitis and an agreement by Mr. Jenusaitis 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 10.2 to this report and is incorporated herein by this reference.

In addition to the foregoing, ev3 and Mr. Jenusaitis entered into a Consulting Agreement, dated as of July 18, 2008 (the “Consulting Agreement”), pursuant to which Mr. Jenusaitis will serve as a consultant until July 18, 2009 reporting to ev3’s Chief Executive Officer. Mr. Jenusaitis will receive $1,000 per month for up to 10 hours of consulting services per month and will be compensated at a rate of $150 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 10.3 to this report and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
No.	Description
10.1	Offer Letter effective July 18, 2008 between ev3 Inc. and Pascal E.R. Girin
10.2	Separation Agreement and Release of Claims dated as of July 18, 2008 between ev3 Endovascular, Inc. and Matthew Jenusaitis
10.3	Consulting Agreement dated as of July 18, 2008 between ev3 Endovascular, Inc. and Matthew Jenusaitis

SIGNATURES

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

Dated: July 21, 2008	ev3 INC.
	By:	/s/ Kevin M. Klemz
	Name:	Kevin M. Klemz
	Title:	Senior Vice President, Secretary and Chief Legal Officer

ev3 Inc.
CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
10.1	Offer Letter effective July 18, 2008 between ev3 Inc. and Pascal E.R. Girin	Filed herewith
10.2	Separation Agreement and Release of Claims dated as of July 18, 2008 between ev3 Endovascular, Inc. and Matthew Jenusaitis	Filed herewith
10.3	Consulting Agreement dated as of July 18, 2008 between ev3 Endovascular, Inc. and Matthew Jenusaitis	Filed herewith

EX-10.1

Exhibit 10.1

July 17, 2008

Pascal Girin
10 allee Camille Saint-Saens
78670 Villennes sur Seine
France

Dear Pascal:

We are thrilled to offer you a promotion to Executive Vice President and President, Worldwide Neurovascular and International. The following summarizes our discussion regarding your new position and changes to your existing compensation arrangements.

1.	Position:	Executive Vice President and President, Worldwide Neurovascular and International
2.	Reporting to:	Robert J. Palmisano, President and Chief Executive Officer.
3.	Effective Date:	July 18, 2008
4.	Base Salary:	259,113 Euro annual base salary, paid in accordance with ev3’s normal payroll procedures for its Paris, France office.
5.	Expatriation Premium:	In addition to your annual base salary, you will be paid “expatriation premium” or “mobility premium” payments under French tax law based on the number of days which you will work outside of France on behalf of ev3 during a calendar year, in the aggregate amount of up to 99,672 Euro.
6.	Annual Bonus:	You will be entitled to earn an annual target incentive bonus of up to 65% of your annual base salary and expatriation premium payments, based upon the achievement of performance objectives set by the Compensation Committee of ev3’s Board of Directors or the Board. Unlike your annual incentive bonus for 2007 performance, please note that none of your annual incentive bonus for 2008 performance will be guaranteed.
7.	Additional Equity:	In connection with your new position, you will be granted a non-statutory stock option to purchase 100,000 shares of ev3 common stock and a restricted stock unit for 38,550 shares of ev3 common stock. The option will have a per share exercise price equal to the greater of: (a) the “fair market value” (as defined in the ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan) of a share of ev3 common stock grant date; or (b) 80% of the average closing price of a share of ev3 common stock, as reported by the NASDAQ Global Select Market, during the twenty (20) trading days preceding the date of grant. The option will have a term of 10 years from the grant date and will vest with respect to 25,000 of the shares purchasable thereunder, as of the 12-month anniversary of the grant date, and with respect to the remaining 75,000 of such shares, in 36 as nearly equal as possible monthly installments of shares on each of the one-month anniversary of the grant date, beginning with the first month after the 12-month anniversary of the grant date, in each case so long as you are still an employee or consultant of ev3 or one of its subsidiaries as of such date.

•  Page 2 7/21/2008

		The restricted stock unit will vest and become issuable with respect to 19,275 of the shares underlying the stock grant on the two-year anniversary of the grant date, with respect to respect to an additional 9,637 of the shares underlying such stock grant on November 15, 2010, and with respect to the remaining 9,638 of the shares underlying such stock grant on November 15, 2011, in each case so long as you are still an employee or consultant of ev3 or one of its subsidiaries as of such date. The restricted stock unit will also contain other terms and conditions as typically provided in such grants to residents of France. In accordance with French tax laws, the option and stock grants will be made to you during the next open trading window under ev3’s insider trading policy.
8.	Use of Company- Leased Apartment:	ev3 intends to maintain a company-leased apartment to be made available to ev3 personnel traveling to ev3’s Irvine, California facility working on behalf of ev3. Upon advance reservation and assuming availability, you will be entitled to use such apartment, if necessary, while you are in Irvine, California, U.S.A. working on behalf of ev3.
9.	Car Rental:	You will be reimbursed for short term car rental when you are in the US on ev3 business.
10.	Family Travel:	We will reimburse you for all reasonable and documented expenses incurred in connection with your immediate family (consisting of four members) traveling to California, U.S.A. twice per year.
11.	Other Changes:	We will eliminate your housing allowance which you previously used while working on behalf of ev3 in Paris, France. We will amend your Change of Control Agreement to clarify that the calculation of base pay includes the expatriate bonus. Other terms of French Employment Agreement, not inconsistent with this letter remain unchanged

If the foregoing is acceptable to you, please sign and return this offer letter no later than July 18, 2008 to Greg Morrison, Senior Vice President, Human Resources.

Pascal, on behalf of ev3, we are thrilled with your willingness and enthusiasm to take on this new opportunity.

Sincerely,	Agreed,
/s/ Robert J. Palmisano
Robert J. Palmisano President and Chief Executive Officer	/s/ Pascal E.R. Girin Pascal E.R. Girin	7/21/08 Date

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EX-10.2

Exhibit 10.2

SEPARATION AGREEMENT AND RELEASE OF CLAIMS

This Separation Agreement and Release of Claims (this “Agreement”) is made by and between me, Matthew M. Jenusaitis, 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; my rights, if any, under the Uniformed Services Employment and Reemployment Rights Act (USERRA) 38 U.S.C. § 4301, et seq.; and or my rights to enforce the terms of this Agreement or that certain Consulting Agreement which I am executing contemporaneous with 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; and
4.	Compensation to which I may be entitled pursuant to that certain Consulting Agreement which I am executing contemporaneous with this Agreement.

Agreement to Release My Claims. 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.

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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.

The Company has advised me that it intends that the benefits provided under this Agreement be exempt from the requirements of Section 409A of the Code by reason of the separation pay exception under Treas. Reg. Sec. 1.409A-1(b)(9), and that the short term deferral exception under Treas. Reg. Sec. 1-409A-1(b)(4) and this Agreement will be construed and administered in a manner that is consistent with and gives effect to such intention. I understand and agree that 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.

Compliance with Prior Agreements. I understand that I remain bound by the terms of any prior agreement which I previously entered into with the Company, including without limitation any agreement relating to: (1) confidential, proprietary or trade secret information of the Company and its affiliates; (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

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related to the business of the Company or its affiliates 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.

Any time that I spend performing my obligations under this paragraph will be credited as Consulting Services as defined by and covered by the Consulting Agreement that I am entering with the Company concurrently with this Agreement.

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, 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. Any time that I spend performing my obligations under this paragraph will be credited as Consulting Services as defined by and covered by the Consulting Agreement that I am entering with the Company concurrently with this Agreement.

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.

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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.

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 twenty-one (21) 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 Senior 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, Senior Vice President, Human

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	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 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, and that certain Consulting Agreement that I have executed contemporaneously with this Agreement, 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 manually 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

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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 must be brought in 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 April 3, 2006, by and among ev3 Inc., Micro Therapeutics, Inc. and me will terminate on the Termination Date in accordance with Section 2 of such Change in Control Agreement, and effective on that Termination Date, I will no longer have the right to any benefits under that Change in Control Agreement.

Release of Unknown or Unsuspected Claims.

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.

Older Workers Benefit Protection Act.

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.

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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: July 18, 2008	/s/ Matthew Jenusaitis
	Signature
	Matthew Jenusaitus

Accepted by ev3 Endovascular, Inc.:

By:	/s/ Greg Morrison
Its	Senior Vice President, Human Resources

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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 between Matthew Jenusaitis (“Employee”) and ev3 Endovascular, Inc. (“Agreement”), constitutes the 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 Matthew M. Jenusaitis:

Termination Date: July 18, 2008             Full Years of Service: 2 years

1. Severance Pay. Severance pay in the gross amount of Three Hundred Twenty-Three Thousand Six Hundred Forty-Four Dollars and no/cents ($323,644.00), paid in the form of continuation of salary for the twelve (12) month period beginning July 19, 2008 and ending July 18, 2009, 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, payable in accordance with the Company’s normal payroll practices. The first installment(s) will be payable on the first payroll date after (i) Employee has provided Employer with an original executed Separation Agreement and Release; (ii) the applicable Revocation Period set forth in the Separation Agreement and Release has expired and Employee has not revoked or attempted to revoke the Separation Agreement and Release; and (iii) Employee has returned of the Employer’s property pursuant to the Separation Agreement.

2. Prorated Bonus. At such time as other senior management employees are paid their respective Annual Incentive Bonus payments, if any, Company will pay Employee, based on business results, a prorated bonus for 2008, which bonus (if any) amount will be based on the Annual Incentive Bonus payment Employee would have received had he remained in the Company’s employ thorough 2008; provided, however, that the bonus amount payable to Employee will be prorated by a factor of 0.545 representing the duration of Employee’s service during the 2008 year.

3. Health Insurance Benefits. If Employee timely and properly elects continued coverage under the Company’s group medical plan, group dental, or group vision plan pursuant to section 4980B of the Code, as amended (“COBRA”), in accordance with ordinary plan practices, from the Termination Date through the earlier of (A) December 31, 2009, or (B) the date Employee and/or Employee’s eligible dependents is/are no longer eligible to receive continuation coverage pursuant to COBRA, the Company will reimburse Employee for the same level of company-paid medical, group dental, or group vision coverage and benefits as in effect on the Termination Date for Employee and Employee’s eligible dependents. COBRA reimbursements will be made to Employee within 90 days of the date the COBRA payment is incurred.

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4. Reimbursement for Executive Coaching Services. The Company will reimburse Employee for the services of Employee’s executive coach, Ron Plotkin, for three months starting July 19, 2008 (for an aggregate maximum amount of 15 hours of service). Employee understands that Company’s reimbursement for such services must be and will be treated and reported as taxable income to Employee.

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

A.	Following the Termination Date, Employee will be entitled retain and own Employee’s work laptop computer, subject to that computer first being reviewed by the Company’s IT group and scrubbed of Company records, files, and other data.
B.	For a six month period commencing on the Termination Date, Employee will be entitled to limited services (no more than 10 hours per month) from his current administrative assistant for the performance of routine personal administrative and office tasks.

Conditions. The Special Consideration stated above 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-10.3

Exhibit 10.3

CONSULTING AGREEMENT

     This Consulting Agreement dated as of July 18, 2008 (“Agreement’), is by and among Micro Therapeutics, Inc. d/b/a ev3 Neurovascular (“ev3” or “Company”) and Matthew M. Jenusaitis (“Jenusaitis”).

Recitals

     WHEREAS, ev3 desires to terminate Jenusaitis’s employment effective as of the close of business on July 18, 2008; and

     WHEREAS, ev3 has determined it will require limited consulting services of Jenusaitis 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)	Jenusaitis shall continue to work as an employee of the Company on a full-time basis until July 18, 2008, on which date, effective as of the close of business, Jenusaitis’s employment with the Company will terminate (the “Termination Date”).
(b)	From July 19, 2008 through July 18, 2009 (the “Consulting Term”), Jenusaitis will work as a consultant to the Company, performing services for the Company from time to time at the Company’s request. During this time, Jenusaitis will have the title of Consultant and will report to the Chief Executive Officer of Company.
(c)	Jenusaitis and the Company intend and agree that, as of July 19, 2008, an independent contractor relationship shall be created by this Agreement. Jenusaitis shall not be considered an agent or employee of the Company for any purpose. Jenusaitis shall not have any right or authority to bind or commit the Company to any legal obligation whatsoever. Jenusaitis shall not be eligible to participate in any of the Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs as an active employee.
(d)	The parties understand and agree that Jenusaitis’s status as Consultant will qualify him as a “service provider” under the plan or plans under which stock options and/or grants have been made to him. Jenusaitis’s rights as a “service provider” will be governed according to the terms of those respective plans.

2. Scope of Consulting Services. During the Consulting Term, Jenusaitis shall consult on projects as agreed upon with the Chief Executive Officer of the Company.

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3.	Compensation. Jenusaitis shall receive a nonrefundable consulting fee of $1000 per month, for twelve (12) consecutive months beginning on July 19, 2008, payable in advance on or about the 19th of each month. For purposes of this Consulting Agreement, a “month” shall run from the 19th of a calendar month to the 18th of the following calendar month. The Company will be entitled to request and receive up to ten (10) hours of Consulting Services from Jenusaitis during each such month. Should the Company request and receive additional services to be performed by Jenusaitis hereunder in excess of ten (10) hours during any such month, the Company will compensate Jenusaitis at the rate of $150 per hour for such additional services. All such additional services shall be approved in advance by the Chief Executive Officer of the Company. The Company shall not be responsible for withholding taxes from any such payments to Jenusaitis in connection with these Consulting Services. In addition to the consulting fee, the Company will promptly reimburse Jenusaitis 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. This is an “at will” Agreement. Either party may terminate this Agreement at any time upon ten (10) days prior written notice.
5.	Further Responsibilities and Duties.

(a)	Compliance with Company Policies. Jenusaitis shall, at all times, comply with all policies, rules, and procedures of the Company which include, but are not limited to, ev3’s Code of Conduct, Corporate Compliance Policy, and Insider Trading Policy. By Jenusaitis’s signature below, Jenusaitis acknowledges that Jenusaitis has received, read, and agrees to abide by, each of the foregoing policies.
(b)	Duty of Loyalty. In all aspects of Jenusaitis’s Consulting Services with the Company, Jenusaitis shall act in the utmost good faith, deal fairly with the Company, and fully disclose to the Company all information that the Company might reasonably consider to be important or relevant to the Company’s business.  Jenusaitis further agrees that during the Consulting Term, Jenusaitis shall not engage in any conduct that might result in, or create the appearance of using Jenusaitis’s position for Jenusaitis’s private gain, or otherwise create a conflict of interest, or the appearance of a conflict of interest, with the Company. Such prohibited conduct includes, but is not limited to, having an undisclosed financial interest in any vendor or supplier of the Company or its affiliates, 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 the Company or its affiliates, and which creates a conflict of interest.
(c)	No Conflicting Employment. During the term of this Consulting Agreement, Jenusaitis agrees that he will not engage in any other employment, occupation or consulting directly related to the business in which the Company or its affiliates is now involved, or to any business in which the Company or its affiliates becomes

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involved during the Consulting Term, to the extent that the nature of such business is disclosed to Jenusaitis.

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 Jenusaitis’s memory that is not generally known by persons not employed by, or parties to contracts with the Company or its affiliates, whether prepared by the Company, its affiliates or Jenusaitis, 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 the Company or its affiliates;
(ii)	the subject matter of the Company’s and its affiliates’ 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)	the Company’s and its affiliates’ 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
(v)	any document marked “Confidential”, or any information that Jenusaitis has been told is “Confidential” or that Jenusaitis might reasonably expect the Company or its affiliates would regard as “Confidential,” or any information that has been given to the Company or its affiliates in confidence by customers, suppliers, or other persons.

(b) Confidentiality Obligations. Jenusaitis agrees to hold all Confidential and Proprietary Information in the strictest confidence both during the Consulting

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Term and after the Consulting Services with the Company are voluntarily or involuntarily terminated for any reason. To this end, Jenusaitis shall:

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

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

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in writing, of any restriction on Jenusaitis’s use of a third party’s confidential information that conflicts with any obligations under this Agreement.

7.	Other Endeavors by Jenusaitis. The Company recognizes and agrees that Jenusaitis shall be free to engage in other employment, business, political and/or nonprofit activities not directly related to the business of the Company or its affiliates, provided, however, that such activities do not constitute a breach of his commitments to the Company in this Agreement, and provided, further that Jenusaitis does not purport to act on behalf of the Company or otherwise represent any affiliation with the Company 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 filed in the 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 Jenusaitis’s consulting relationship with the Company 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 manually signed by Jenusaitis and an executive officer of the Company.
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 Jenusaitis 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. Jenusaitis’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.

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

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Micro Therapeutics, Inc. d/b/a
ev3 Neurovascular
/s/ Greg Morrison	/s/ Matthew Jenusaitis
By: Greg Morrison	Matthew Jenusaitis
Its: Senior Vice President, Human Resources

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