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): January 9, 2009

ev3 Inc.

(Exact name of registrant as specified in its charter)

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

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment            of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.5
Exhibit 10.6

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

On January 9, 2009, ev3 Inc. announced that Shawn T. McCormick has been appointed Senior Vice President and Chief Financial Officer of ev3 Inc. effective as of January 19, 2009. Mr. McCormick will succeed Patrick D. Spangler, who has resigned as Senior Vice President and Chief Financial Officer of ev3 effective as of January 19, 2009.

Mr. McCormick, age 44, brings more than 15 years of experience in the medical device industry to ev3. He most recently served as Vice President, Corporate Development at Medtronic, Inc. where he was responsible for leading Medtronic’s worldwide business development activities and previously had served in key corporate and divisional financial leadership roles within the Medtronic organization. Mr. McCormick joined Medtronic in July 1992 and held various finance positions during his tenure. From May 2008 to January 2009, he served as Vice President, Corporate Development of Medtronic. From July 2007 to May 2008, he served as Vice President, Corporate Technology and New Ventures of Medtronic. From July 2002 to July 2007, he was Vice President, Finance for Medtronic’s Spinal, Biologics and Navigation business. Prior to that, Mr. McCormick held various other positions with Medtronic, including Corporate Development Director, Principal Corporate Development Associate, Manager, Financial Analysis, Senior Financial Analyst and Senior Auditor. Prior to joining Medtronic, he spent almost four years with the public accounting firm KPMG Peat Marwick. Mr. McCormick earned his M.B.A. from the University of Minnesota’s Carlson School of Management and his B.S. in Accounting from Arizona State University. He is a Certified Public Accountant.

In connection with Mr. McCormick’s appointment as an executive officer of ev3, ev3 has entered into an offer letter agreement and intends to enter into an employment agreement, a change in control agreement and an indemnification agreement with Mr. McCormick. In connection with Mr. Spangler’s departure from ev3 and its subsidiaries, ev3 has entered into a separation agreement and release of claims and a consulting agreement with Mr. Spangler.

Pursuant to the terms of the offer letter agreement with Mr. McCormick, ev3 agreed to employ Mr. McCormick as Senior Vice President and Chief Financial Officer, commencing on January 19, 2009. The material terms of Mr. McCormick’s offer letter include:

• a base salary of $350,000 per year, subject to change as determined by the Compensation Committee of the Board of Directors of ev3 from time to time;

• eligibility to participate in ev3’s performance incentive compensation plan pursuant to which ev3’s executives and other employees may earn annual cash bonuses based on ev3’s financial performance, with an annual incentive target level at 60% of Mr. McCormick’s annual base salary;

• a signing bonus in an amount equal to $100,000 and a retention bonus in an amount equal to $110,000, each to be paid within 30 days of Mr. McCormick’s first day of employment with ev3, with the signing bonus subject to Mr. McCormick’s continued employment with ev3 for a period of one year and the retention bonus subject to Mr. McCormick’s continued employment with ev3 for a period of up to three years;

• a stock option to purchase 140,000 shares of ev3’s common stock at an exercise price equal to 100% of the fair market value of ev3’s common stock on the date of grant and a restricted stock grant covering 56,000 shares of ev3’s common stock, in each case subject to ev3’s standard vesting terms; and

• eligibility to participate in ev3’s benefit programs in accordance with the terms of such plans or programs, which are available to ev3 employees.

Pursuant to the terms of the employment agreement, ev3 will agree to employ Mr. McCormick on an “at-will” basis and on the terms set forth in the offer letter. Mr. McCormick will agree not to disclose ev3’s confidential and proprietary information, both during his employment with ev3 as well as to the fullest extent permitted by law after his employment is voluntarily or involuntarily terminated. Mr. McCormick also will agree to a non-competition and non-solicitation provision, which will restrict his activities after the termination of his employment with ev3 for a one-year period.

Pursuant to the terms of the change in control agreement, Mr. McCormick will be entitled, upon the occurrence of a change in control of ev3, to base pay owed to him through such date and a pro rata portion of his bonus plan payment based on the number of months in the year worked prior to the change in control. In addition, upon the occurrence of a change in control of ev3, Mr. McCormick’s signing bonus and retention bonus will fully “vest” and no longer be subject to repayment. In addition, in the event Mr. McCormick’s employment with ev3 is terminated by ev3 for any reason other than death or for cause or if Mr. McCormick terminates his employment for good reason within 24 months following the change in control, Mr. McCormick will be entitled to receive a lump sum cash payment equal to 12 months of his then-current base pay and the full amount of his target annual bonus under ev3’s bonus plan. Mr. McCormick also will be entitled to receive certain group health plan benefits for a period of up to 18 months, outplacement services for a cost of up to $20,000 and certain indemnification rights. To the extent any payments received by Mr. McCormick constitute parachute payments which result in an excise tax under Section 4999 of the Internal Revenue Code, Mr. McCormick will receive gross-up payments to cover such excise tax as well as applicable taxes on such gross-up payments.

Pursuant to the terms of the indemnification agreement, which agreement would be in substantially the form of agreement entered into between ev3 and its other executive officers, ev3 will be required to indemnify Mr. McCormick against expenses, judgments, penalties, fines, settlements and other amounts actually and reasonably incurred, including expenses of a derivative action, in connection with an actual or threatened proceeding if he is made a party because he is or was an executive officer of ev3. ev3 will be obligated to pay these amounts only if Mr. McCormick acted in good faith and in a manner that he reasonably believed to be in or not opposed to ev3’s best interests. With respect to any criminal proceeding, ev3 will be obligated to

pay these amounts only if Mr. McCormick had no reasonable cause to believe his conduct was unlawful. The indemnification agreement also sets forth procedures that will apply in the event of a claim for indemnification.

In connection with Mr. Spangler’s resignation, on January 9, 2009, ev3 and Mr. Spangler entered into a separation agreement and release of claims and a consulting agreement. The separation agreement provides for the following, among other things:

• cash payments by ev3 to Mr. Spangler in an aggregate amount equal to his annual base salary of $314,800, paid in accordance with ev3’s normal payroll practices, in the form of salary continuation over the next 12 months;

• a lump sum cash payment equal to Mr. Spangler’s annual incentive plan payout (which was 60% of his annual base salary) for 2008 to be based on ev3’s financial performance for 2008 and determined and paid in 2009 in accordance with the terms of ev3’s 2008 performance incentive compensation plan;

• if timely elected, payment of COBRA continuation coverage premiums for a period through no later than December 31, 2009; and

• payment of outplacement services for a period of up to one year from the date of his resignation.

The separation agreement also includes a general release of claims against ev3 by Mr. Spangler and an agreement by Mr. Spangler to cooperate with respect to any future investigations and litigation.

Pursuant to the terms of the consulting agreement, Mr. Spangler will serve as a consultant of ev3 for one year from his separation date. Mr. Spangler 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 summaries of the offer letter, employment agreement, change in control agreement and indemnification agreement with Mr. McCormick and the separation agreement and consulting agreement with Mr. Spangler do not purport to be complete and are qualified in their entirety by reference to the actual agreements or forms of agreements, copies of which are included as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this report and are incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
No.	Description
10.1	Offer Letter dated January 5, 2009 between ev3 Inc. and Shawn McCormick
10.2	Form of Employment Agreement effective as of January 19, 2009 between ev3 Endovascular, Inc. and Shawn McCormick
10.3	Form of Change in Control Agreement effective as of January 19, 2009 among ev3 Inc., ev3 Endovascular, Inc. and Shawn McCormick
10.4	Form of Indemnification Agreement effective as of January 19, 2009 between ev3 Inc. and Shawn McCormick
10.5	Separation Agreement and Release of Claims effective as of January 19, 2009 between ev3 Endovascular, Inc. and Patrick D. Spangler
10.6	Consulting Agreement effective as of January 20, 2009 between ev3 Endovascular, Inc. and Patrick D. Spangler

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: January 9, 2009	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		Method of
No.	Description	Filing
10.1	Offer Letter dated January 5, 2009 between ev3 Inc. and Shawn McCormick	Filed herewith
10.2	Form of Employment Agreement effective as of January 19, 2009 between ev3 Endovascular, Inc. and Shawn McCormick	Filed herewith
10.3	Form of Change in Control Agreement effective as of January 19, 2009 among ev3 Inc., ev3 Endovascular, Inc. and Shawn McCormick	Filed herewith
10.4	Form of Indemnification Agreement effective as of January 19, 2009 between ev3 Inc. and Shawn McCormick	Filed herewith
10.5	Separation Agreement and Release of Claims effective as of January 19, 2009 between ev3 Endovascular, Inc. and Patrick D. Spangler	Filed herewith
10.6	Consulting Agreement effective as of January 20, 2009 between ev3 Endovascular, Inc. and Patrick D. Spangler	Filed herewith

EX-10.1

Exhibit 10.1

January 8, 2009                                                            (Supersedes offer of December 24)

Shawn McCormick
3016 137^th Avenue NE
Ham Lake, MN 55304

Dear Shawn:

We are thrilled you are considering employment with ev3! As we discussed, ev3 offers the unique opportunity for you to help us build a successful endovascular enterprise with a team that is committed to people, ideas, and passion. I also want you to know that I am personally looking forward to working with you. On behalf of ev3, I would like to extend the following job offer:

1.    Position:	Senior Vice President & Chief Financial Officer
2.    Reporting to:	Robert Palmisano, President & CEO
3.    Proposed Start Date:	January 19, 2009
4.    Compensation:	$350,000 annual salary, less withholdings for Federal, FICA and State taxes, paid semi-monthly in accordance with ev3’s normal payroll procedures. You will receive a salary and performance review effective January 1, 2010.
5.    Performance Incentive:	You will be eligible to participate in the ev3 performance incentive program. While there is no guarantee, your participation in the plan has been structured so that your incentive target is 60% (pro rated upon start date). Actual payout will depend upon achievement of established ev3 goals.
6.    Bonus:	Within 30 days of the Executive’s first day of employment with ev3, the Executive will receive a cash signing bonus (the “Signing Bonus”) equal to $100,000 and a cash retention bonus equal to $110,000 (the “Retention Bonus”). Each will be subject to applicable withholding and employment taxes. If ev3 terminates the Executive’s employment with ev3 for Cause or the Executive terminates his employment with ev3 for any reason (other than death or disability) prior to the one-year anniversary of the Executive’s first day of employment with ev3, the Executive shall repay ev3 100% of the Signing Bonus and the Retention Bonus ($210,000) within 30 days of the Executive’s last day of employment with ev3. If ev3 terminates the Executive’s employment with ev3 for Cause or the Executive terminates his employment with ev3 for any reason (other than death or disability) on or after the one-year anniversary of the Executive’s first day of employment with ev3 but prior to the two-year anniversary, the Executive shall repay ev3 two-thirds of the Retention Bonus ($73,333) within 30 days of the Executive’s last day of employment with ev3. If ev3 terminates the Executive’s employment with ev3 for Cause or the Executive terminates his employment with ev3 for any reason (other than death or disability) on or after the two-year anniversary of the Executive’s first day of employment with ev3 but prior to the three-year anniversary, the Executive shall repay ev3 one-third of the Retention Bonus ($36,667) within 30 days of the Executive’s last day of employment with ev3.
	For purposes of this paragraph, “Cause” shall exist if (A) the Executive has engaged in conduct that in the judgment of the Compensation Committee constitutes gross negligence, misconduct or gross neglect in the performance of the Executive’s duties and responsibilities,

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including conduct resulting or intending to result directly or indirectly in gain or personal enrichment for the Executive at ev3’s expense, (B) the Executive has been convicted of or has pled guilty to a felony for fraud, embezzlement or theft, (C) the Executive has engaged in a breach of any policy of ev3 for which termination of employment or service is a permissible consequence or the Executive has not immediately cured any performance or other issues raised by ev3’s Chief Executive Officer, (D) the Executive had knowledge of (and did not disclose to ev3 in writing) any condition that could potentially impair the Executive’s ability to perform the functions of his or her job or service relationship fully, completely and successfully, or (E) the Executive has engaged in any conduct that would constitute “cause” under the terms of his employment or consulting agreement, if any.

7.   Stock Options:

Equity compensation is a planned part of our overall compensation philosophy. ev3’s equity program has been established to commensurate with an employee’s level within the organization. The Compensation Committee has approved 56,000 restricted shares and 140,000 options at the fair market value on the first day of your employment.

As an employee of ev3 you will be eligible to participate in ev3’s benefit programs in accordance with the terms of such plans and programs as in effect from time to time. In addition, you will be entitled to 27 days PTO on a full year basis (pro rated upon start date) payable in accordance with ev3’s Paid Time Off Policy for U.S. Employees.

This offer of employment expires if not accepted by the close of business on January 6, 2009. Once accepted, the following documents need to be completed and returned no later than January 9, 2009 in the enclosed postage-paid envelope:

1.	Pre-employment Drug Testing Policy Acknowledgement and Consent Form for Substance Abuse Testing;
2.	Disclosure and Authorization for Consumer Report;
3.	Signed Employment Agreement;
4.	Signed Offer Letter; and
5.	New Hire/Address/Name Change form.

Please send/ fax the remaining forms enclosed with this letter prior to your start date. In order to complete the I-9 form, please remember to bring the proper original documents with you on your first day. Acceptable documentation is referenced on the back of the I-9 Form.

This offer of employment is conditioned upon each of the following: (i) your submitting to a drug test and ev3 receiving a negative test result on the drug test; (ii) your submitting to a background check and ev3 receiving a satisfactory report on the background check; (iii) your proving your eligibility to work in the United States by way of completion of the I-9 Form; (iv) your representation to the Company, as set forth in the Employment Agreement, that you are not bound by any commitments to third parties that would prevent you from accepting the position described in the Employment Agreement; and (v) your execution of the enclosed Employment Agreement prior to commencing employment with ev3.

Please note that the Employment Agreement includes non-compete, non-solicitation, and confidentiality clauses, among others, which restrict you from engaging in certain activities during and after termination of your employment with ev3. I am sure you understand that these provisions are necessary to protect ev3’s investment in its confidential information, trade secrets, customer relationships, and goodwill.

Shawn, thank you for spending the time to ensure ev3 is the right opportunity for you. I have no doubt ev3 will be a vehicle for growth, excitement, and success and that your contributions will be many and meaningful!

• Page 3 1/8/2009

Sincerely,	Agreed,
/s/ Greg Morrison	/s/ Shawn McCormick	1-7-09
Greg Morrison	Shawn McCormick	Date
Senior Vice President
Human Resources

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

     This Employment Agreement (“Agreement”) is made effective as of January 19, 2009 (the “Effective Date”), by and between ev3 Endovascular, Inc. (“Company”), having a principal place of business at 9600 54^th Avenue North, Plymouth, MN 55442, and Shawn McCormick (“Employee”), having an address of 3016 137th Avenue NE Ham Lake, MN 55304.

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

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

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

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

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

1. Employment.

     1.01. Position. Company hereby employs Employee in the position described in Employee’s offer letter, with such specific duties, responsibilities, and powers as Company may from time to time prescribe.

     1.02. Best Efforts. Employee covenants and agrees that, at all times during the term of this Agreement, Employee shall devote Employee’s full-time, best efforts to the duties assigned to Employee by Company. Employee further covenants and agrees that Employee will not, directly or indirectly, engage or participate in any activities at any time during the term of this Agreement in conflict with the best interests of Company.

2.  Compensation and Benefits.

     2.01. Hourly Compensation. Company shall pay Employee compensation at the rate set forth in Employee’s offer letter, less applicable tax withholdings, paid semi-monthly in accordance with Company’s normal payroll practices. Company may adjust Employee’s hourly compensation periodically according to its payroll policies, which presently provide for a salary review effective January 1 of each year.

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     2.02. Benefits. Employee shall be entitled to participate in Company’s employee benefit programs in accordance with the terms of such plans and programs as in effect from time to time.

3. Term and Termination.

     3.01. At-Will Employment. The term of Employee’s employment under this Agreement shall commence on the Start Date set forth in Employee’s offer letter and continue until terminated as hereinafter provided. Employee understands and agrees that employment with Company is at-will and is not guaranteed for any specified duration.

     3.02. Termination With or Without Cause. Employee acknowledges and agrees that Employee’s employment may be terminated by Company or Employee at any time, with or without cause, with or without notice, and for any reason.

     3.03. Payment upon Termination. In the event of a termination of Employee’s employment for any reason, Employee shall be entitled to compensation to the date of termination, but Company shall not be obligated to make any further payments after the date of termination.

4. Employee’s Representations and Duties.

     4.01. Company. Solely for purposes of Articles 4, 5, 6, 7, 8, 9 and 10 of this Agreement, “Company” includes Company, its parent, subsidiary, and affiliated companies, and their successors and assigns.

     4.02. No Conflicts. Employee represents and warrants to Company that Employee is not currently subject to any non-competition, confidentiality, or any other type of agreement or other obligation with any third party (including but not limited to any former employer) that would prohibit Employee from accepting this position with Company, conflict with Employee’s obligations under this Agreement, or in any way restrict or impair Employee’s ability to perform the full scope of duties and responsibilities Employee is expected to perform for Company.

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

     4.04. Duty of Loyalty. In all aspects of Employee’s employment with Company, Employee shall act in the utmost good faith, deal fairly with Company, and fully disclose to Company all information that Company might reasonably consider to be important or relevant to Company’s business. Employee further agrees that during employment by Company, Employee shall not engage in any conduct that might result in, or create the appearance of using Employee’s position for Employee’s private gain, or otherwise create a conflict of interest, or the appearance of a conflict of interest, with Company. Such prohibited conduct includes, but is not limited to, having an undisclosed financial interest in any vendor or supplier of Company, accepting payments of any kind or gifts other than of a nominal value from vendors, customers, or suppliers, or having an undisclosed relationship with a family member or other individual who is employed by any entity in active or

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potential competition with Company, and which creates a conflict of interest. While employed at Company, Employee shall not establish, operate, participate in, advise, or assist to establish in any manner whatsoever any business, that could or would be in competition with Company’s business, and Employee shall not take any preliminary or preparatory steps toward establishing or operating such a business. Notwithstanding the foregoing, Employee may own less than two percent (2%) of any class of stock or security of any company that competes with Company listed on a national securities exchange.

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

5. Nondisclosure of Confidential and Proprietary Information.

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

(a)	Inventions, designs, discoveries, works of authorship, improvements, or ideas, whether or not patentable or copyrightable, methods, processes, techniques, shop practices, formulae, compounds, or compositions developed or otherwise possessed by Company;
(b)	the subject matter of Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, and other intellectual property to the extent that such information is unavailable to the public;
(c)	Company’s information, knowledge, or data concerning its financial data, including financial statements and projections, pricing information, costs, sales, budgets, and profits; business plans such as products and services under development, clinical trials, proposals, presentations, potential acquisitions under consideration, and marketing strategies; manufacturing processes; organizational structures, such as names of employees, consultants, and their positions and compensation schedules; customer information such as surveys, customer lists, lists of prospective customers, customer research, customer meetings, customer account records, sales records, training and servicing materials, programs, techniques, sales, and contracts; supplier and vendor information including lists and contracts; relational data models, company manuals and policies, computer programs, software, disks, source code, systems architecture, blue prints, flow charts, and licensing agreements; and/or

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

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

(a)	not make, or permit or cause to be made, copies of any Confidential and Proprietary Information, except as necessary to carry out Employee’s duties as prescribed by Company;
(b)	not disclose or reveal any Confidential and Proprietary Information, or any portion thereof, to any person or company who is not under a legal or contractual obligation to Company to hold such information confidential;
(c)	take all reasonable precautions to prevent the inadvertent disclosure of any Confidential and Proprietary Information to any unauthorized person;
(d)	acknowledge that Company is the owner of all Confidential and Proprietary Information and agree not to contest any such ownership rights of Company, either during or after Employee’s employment with Company;
(e)	upon termination of employment with Company or upon request by Company, deliver promptly to Company all Confidential and Proprietary Information and all Company documents and property, whether confidential or not, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, programs, databases, and other documents or materials, whether in hard copy, electronic, or other form, including copies thereof, whether prepared by Employee or Company, and all equipment furnished to Employee in the course of or incident to employment, including any laptop computer and all data contained on such computer; and
(f)	permit Company to inspect non-Company computers and/or cell phones, including any Personal Data Assistant, Blackberry, or other handheld device belonging to Employee, at the time employment from Company is terminated and to remove from such non-Company property all data belonging to Company if Employee used such non-Company property to conduct Company business.

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

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6. Non-Competition.

     6.01. Post-Employment Restrictions. Employee agrees that for a period of one (1) year following Employee’s termination or separation from employment with Company for any reason, voluntary or involuntary, Employee shall not directly or indirectly (including without limitation as an officer, director, employee, advisor, consultant, or otherwise), render services to any person or entity in connection with the design, development, manufacture, marketing, or sale of a Competitive Product, as defined below, that is sold or intended for use or sale in any geographic area in which Company markets or intends to market any of its products. It is agreed that Employee is free to work for a competitor of Company, provided that: (i) such employment does not include any responsibilities for, or in connection with, a Competitive Product for the one-year period of the restriction contained in this Paragraph 6.01; and (ii) Employee has not assumed a position with a competitor that would lead to the inevitable disclosure of Company’s trade secrets or Confidential and Proprietary Information.

     6.02. Field Sales Restrictions. If Employee’s only responsibilities for Company during the last two years of employment have been in a field sales or field sales management capacity, the restrictions in Paragraph 6.01 above shall be for a period of one year in the sales territory or territories Employee covered or supervised for all or part of the last year of employment and/or for any customers Employee had direct or indirect contact with, within or outside of the sales territory, for all or part of the last year of employment.

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

     6.04. Disclosure of Obligations. During the restrictive period set forth in this Article 6, Employee will inform any new employer or prospective employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

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

     6.06. Acknowledgment of Reasonableness. Employee acknowledges and agrees that the restrictions contained in this Article 6 are reasonable as to time, area, and persons and are necessary to protect the legitimate business interests of Company and to avoid disruption of Company’s business. In that connection, Employee further acknowledges that Company’s business is worldwide in geographic scope and that its business is conducted, in part, over the worldwide web. Employee also acknowledges and agrees that the restrictions do not impose undue hardship on Employee or operate as a bar to Employee’s sole means of support.

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

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

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

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

8. Inventions.

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

     8.02. Assignment of Inventions. During the course of Employee’s employment and for a period of six (6) months thereafter, Employee shall promptly and fully disclose to Company, and will hold in trust for Company’s sole right and benefit, any Invention that Employee makes, conceives, or reduces to practice, or causes to made, conceived, or reduced to practice, either alone or in conjunction with others, whether made during the working hours of Company or on Employee’s own time. Employee shall: (i) assign, and hereby assigns, to Company all of Employee’s right, title, and interest in and to all such Inventions, any applications for patents, copyrights, or any other registration of intellectual property in any country covering or relating to any such Invention, and any patents, copyrights, or other intellectual property registration granted to Employee or Company; (ii) acknowledge and deliver promptly to Company any written instruments and perform any other acts necessary in Company’s opinion to preserve property rights in any Invention against forfeiture, abandonment, or loss, to obtain and maintain letters patent and/or copyrights or other registration of any intellectual property rights on any such Invention, and to vest the entire right and title to such Inventions and related intellectual property in Company. Employee agrees to perform promptly (without charge to Company but at the expense of Company) all such acts as may be necessary in Company’s opinion to preserve all patents and/or copyrights or other intellectual property covering the Inventions and to enable Company to obtain the sole right, title, and interest in all such Inventions, including without limitation the execution of assignments or patent prosecution documentation and appearing as a witness in any action brought in connection with this Agreement.

     8.03. Exclusion. The parties agree, and Employee is hereby notified, that the requirements of this Article 8 do not apply to any invention for which no equipment, supplies, facility, or information of Company was used and which was developed entirely on Employee’s own time, and which (i) does not relate directly to Company’s business or to Company’s actual or demonstrably anticipated research or development; or (ii) does not result from any work Employee performed for

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Company. Employee represents that, except as disclosed on Exhibit A, as of the date of this Agreement, Employee has no rights under, and will make no claims against Company with respect to, any inventions, discoveries, improvements, ideas, or works of authorship that would be Inventions if made, conceived, authored, or acquired by Employee during the term of this Agreement. All inventions that Employee already has conceived or reduced to practice and that Employee claims to be excluded from the scope of this Agreement are listed on Exhibit A (if none, write “none”).

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

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

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

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

     9.02. Participation in Internet and Other Public Electronic Forums. Employees who are “Insiders” of Company as defined by Company’s Insider Trading Policy shall not participate in discussions about Company, nor shall such individuals post or exchange information directly or indirectly related to the Company, in any public electronic forum, including internet message boards and chat rooms, without written pre-approval from Company’s Chief Executive Officer or Chief Financial Officer. This prohibition extends beyond the discussion or exchange of Material Nonpublic Information to include any information gained by an Insider as a result of employment by Company. No employees, whether Insiders or not, may engage in any activities related to Company’s business in a manner that: (i) reflects adversely on Company, (ii) is inconsistent with Company’s standards and policies (including those regarding confidential information), and/or (iii) is inconsistent with any position taken by Company.

10. Injunctive Relief.

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

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protect Company against any breach or threatened breach. If Company is required by applicable law to furnish a bond or other surety as a condition of the entry of an injunction or restraining order, Employee agrees that such bond or surety shall be in the minimum amount required by law.

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

11. Miscellaneous.

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

     11.02. Survival. The provisions of Paragraph 3.03 and Articles 5, 6, 7, 8, 9, 10 and 11 shall survive any termination of Employee’s employment or this Agreement.

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

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

     11.05. Construction. It is agreed that the provisions of this Agreement will be regarded as divisible and if any provision is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or persons or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or persons, and/or geographic areas as to which it may be enforceable. Any Court is also authorized to extend the duration of any restriction under Articles 6 and 7 for the period that any violation of Articles 6 or 7 exists. All captions and titles are for convenience only, and may not be used to interpret or to define the terms of this Agreement.

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

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     11.07. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may only be modified in a writing signed by both of the parties hereto.

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

COMPANY			EMPLOYEE
By:
	Print Name:	Greg Morrison	Print Name:
	Title:              Vice President, Human Resources
	Date:		Date:

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EXHIBIT A

Disclosure of Prior Inventions

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

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EX-10.3

Exhibit 10.3

January 19, 2009

Shawn McCormick
3016 137^th Avenue NE
Ham Lake, MN 55304

Dear Mr. McCormick:

     The Board considers the operation of the Subsidiary to be of critical importance to the Parent Company and therefore the establishment and maintenance of a sound and vital management team of the Subsidiary is essential to protecting and enhancing the best interests of the Parent Company and its stockholders. In this connection, the Board recognizes that the possibility of a Change in Control of the Parent Company may arise and that such possibility and the uncertainty and questions which such transaction may raise among key management personnel of the Subsidiary and its subsidiaries could result in the departure or distraction of such management personnel to the detriment of the Parent Company and its stockholders.

     Accordingly, the Board has determined that appropriate actions should be taken to minimize the risk that Subsidiary management will depart prior to a Change in Control of the Parent Company, thereby leaving the Subsidiary without adequate management personnel during such a critical period, and to reinforce and encourage the continued attention and dedication of key members of Subsidiary’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control of the Parent Company. In particular, the Board believes it important, should the Parent Company or its stockholders receive a proposal for transfer of control of the Parent Company that you be able to continue your management responsibilities without being influenced by the uncertainties of your own personal situation.

     The Board recognizes that continuance of your position with the Subsidiary involves a substantial commitment to the Parent Company in terms of your personal life and professional career and the possibility of foregoing present and future career opportunities, for which the Parent Company receives substantial benefits. Therefore, to induce you to remain in the employ of the Subsidiary, this Agreement, which has been approved by the Board, sets forth the benefits which the Parent Company agrees will be provided to you in the event your employment with the Subsidiary or its successor is terminated in connection with a Change in Control of the Parent Company under the circumstances described below.

     It is intended that the payments and benefits provided under this Agreement will be exempt from the requirements of Section 409A of the Code by reason of the separation pay exception under Treas. Reg. § 1.409A-1(b)(9) or the short term deferral exception under Treas. Reg. § 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.

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

(a) “Affiliate” means with respect to any Person (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) shall mean any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.

(b) “Agreement” means this letter agreement as amended, extended or renewed from time to time in accordance with its terms.

(c) “Base Pay” means your annual base salary from the Subsidiary at the rate in effect immediately prior to a Change in Control or at the time Notice of Termination is given, whichever is greater. Base Pay includes only regular cash salary and is determined before any reduction for deferrals pursuant to any nonqualified deferred compensation plan or arrangement, qualified cash or deferred arrangement or cafeteria plan.

(d) “Benefit Plan” means any

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

(ii) cafeteria plan described in Code Section 125;

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

(iv) stock option, stock purchase, restricted stock, phantom stock, stock appreciation right or other equity-based compensation plan that is sponsored, maintained or contributed to by the Parent Company for the benefit of employees (and/or their families and dependents) generally or you (and/or your family and dependents) in particular, including, without limitation, any of the Stock Incentive Plans.

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

(f) “Board” means the board of directors of the Parent Company. On and after the date of a Change in Control, any duty of the Board in connection with this Agreement is nondelegable and any attempt by the Board to delegate any such duty is ineffective.

(g) “Cause” means: (i) your gross misconduct; (ii) your willful and continued failure to perform substantially your duties with the Subsidiary (other than a failure resulting from your incapacity due to bodily injury or physical or mental illness) after a demand for substantial performance is delivered to you by the chair of the Board which specifically identifies the manner in which you have not substantially performed your duties and provides for a reasonable period of time within which you may take corrective measures; or (iii) your conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or gross

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misdemeanor under federal or state law which is materially and demonstrably injurious to the Subsidiary or which impairs your ability to perform substantially your duties for the Subsidiary. An act or failure to act will be considered “gross” or “willful” for this purpose only if done, or omitted to be done, by you in bad faith and without reasonable belief that it was in, or not opposed to, the best interests of the Subsidiary. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Subsidiary’s Board (or a committee thereof) or based upon the advice of counsel for the Subsidiary will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Subsidiary. Notwithstanding the foregoing, you may not be terminated for Cause unless and until there has been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in clauses (i), (ii) or (iii) of this definition and specifying the particulars thereof in detail.

(h) “Change in Control” means any of the following: (i) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Parent Company, in one transaction or in a series of related transactions, to any Third Party; (ii) any Third Party, other than a “bona fide underwriter,” is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities (x) representing 50% or more of the combined voting power of the Parent Company’s outstanding securities ordinarily having the right to vote at elections of directors, or (y) resulting in such Third Party becoming an Affiliate of the Parent Company, including pursuant to a transaction described in clause (iii) below; (iii) the consummation of any transaction or series of transactions under which the Parent Company is merged or consolidated with any other company, other than a merger or consolidation which would result in the stockholders of the Parent Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation; or (iv) the Continuity Directors cease for any reason to constitute at least a majority the Board. For purposes of this Section 1(h), a “Continuity Director” means an individual who, as of date of this Agreement, is a member of the board of directors of the Parent Company, and any other individual who becomes a director subsequent to the as of date of this Agreement whose election, or nomination for election by the Parent Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Continuity Directors, but excluding for this purpose any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the board of directors of the Parent Company. For purposes of this Section 1(h), a “bona fide underwriter” means a Third Party engaged in business as an underwriter of securities that acquires securities of the Parent Company through such Third Party’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. For the avoidance of doubt, Change in Control does not include any of the foregoing events occurring with respect to the Subsidiary, and this Agreement is not intended to be interpreted to provide any benefits to you upon a Change in Control of the Subsidiary.

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

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(j) “Date of Termination” following a Change in Control (or prior to a Change in Control if your termination was either a condition of the Change in Control or was at the request or insistence of any Third Party relating the Change in Control) means: (i) if your employment is to be terminated by you for Good Reason, the date specified in the Notice of Termination which in no event may be a date more than 15 days after the date on which Notice of Termination is given unless the Subsidiary agrees in writing to a later date; (ii) if your employment is to be terminated by the Subsidiary for Cause, the date specified in the Notice of Termination; (iii) if your employment is terminated by reason of your death, the date of your death; or (iv) if your employment is to be terminated by the Subsidiary for any reason other than Cause or your death, the date specified in the Notice of Termination, which in no event may be a date earlier than 15 days after the date on which a Notice of Termination is given, unless you expressly agree in writing to an earlier date. In the case of termination by the Subsidiary of your employment for Cause, then within the 30 days after your receipt of the Notice of Termination, you may notify the Subsidiary that a dispute exists concerning the termination, in which event the Date of Termination will be the date set either by mutual written agreement of the parties or by the judge or arbitrator in a proceeding as provided in Section 9 of this Agreement. In all cases, your termination of employment must constitute a “separation from service” within the meaning of Section 409A of the Code.

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

(l) “Good Reason” means:

(i) a material diminution in your authority, duties or responsibilities as in effect immediately prior to the Change in Control;

(ii) a material diminution in your base compensation;

(iii) a material diminution in the authority, duties or responsibilities of the supervisor to whom you report as in effect immediately prior to the Change in Control;

(iv) a material change in the geographic location at which the Subsidiary requires you to be based as compared to the location where you were based immediately prior to the Change in Control; or

(v) any other action or inaction that constitutes a material breach by the Subsidiary of any agreement under which you provide services to the Subsidiary.

An act or omission will constitute a “Good Reason” only if you give written notice to the Subsidiary of the existence of such act or omission within 90 days of its initial existence and the Subsidiary fails to cure the act or omission within 30 days after the notification. Your termination of employment for Good Reason as defined in this Section 1(l) will constitute Good Reason for all purposes of this Agreement notwithstanding that you may also thereby be deemed to have retired under any applicable retirement programs of the Subsidiary and/or Parent Company.

(m) “Notice of Termination” means a written notice given on or after the date of a Change in Control (unless your termination before the date of the Change in Control was either a condition of the Change in Control or was at the request or insistence of any Third Party related to the Change in Control) which indicates the specific termination provision in this Agreement pursuant

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to which the notice is given. Any purported termination by the Subsidiary or by you for Good Reason on or after the date of a Change in Control (or before the date of a Change in Control if your termination was either a condition of the Change in Control or was at the request or insistence of any Third Party related to the Change in Control) must be communicated by written Notice of Termination to be effective; provided, that your failure to provide Notice of Termination will not limit any of your rights under this Agreement except to the extent the Parent Company demonstrates that it suffered material actual damages by reason of such failure.

(n) “Parent Company” means ev3 Inc., a Delaware corporation, and any Successor or Affiliate of ev3 Inc.

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

(p) “Stock Award Agreements” means any of the non-statutory stock option agreements, incentive stock options agreements, restricted stock awards, restricted stock unit awards or other similar agreements you may have entered into with the Parent Company pursuant to the Stock Incentive Plans or in the absence of specific agreements, your individual certificates otherwise representing such awards granted to you pursuant to the Stock Incentive Plans.

(q) “Subsidiary” means ev3 Endovascular, Inc., a Delaware corporation.

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

(s) “Termination of Employment” means a termination of your employment relationship with the Parent Company and all entities that would be treated as a single employer with the Parent Company under Section 414(b) or (c) of the Internal Revenue Code (a “409A Affiliate”), including the Subsidiary, or such other change in your employment relationship with the Parent Company and all 409A Affiliates that would be considered a “separation from service” under Section 409A of the Code. Your employment relationship will be treated as remaining intact while you are on a military leave, a sick leave or other bona fide leave of absence (pursuant to which there is a reasonable expectation that you will return to perform services for the Parent Company or a 409A Affiliate) but only if the period of such leave does not exceed six (6) months, or if longer, so long as you retain a right to reemployment by the Parent Company or a 409A Affiliate under applicable statute or by contract, provided, however, a twenty-nine (29) month period of absence may be substituted for such six (6) month period of absence where your leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment. In all cases, your Termination of Employment must constitute a “separation from service” under Section 409A of the Code and any “separation from service” under Section 409A of the Code shall be treated as a Termination of Employment.

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(t) “Third Party” means any Person, other than the Parent Company, any Affiliate of the Parent Company, or any Benefit Plan(s) sponsored by the Parent Company or an Affiliate.

2. Term of Agreement. This Agreement is effective immediately and will continue in effect only so long as you remain employed by the Subsidiary or, if later, until the date on which the Subsidiary’s obligations to you arising under this Agreement have been satisfied in full. Notwithstanding the foregoing, this Agreement shall terminate immediately in the event, prior to a Change in Control, either the Subsidiary ceases to be an Affiliate of the Parent Company or sells all or substantially all of its assets, in one or a series of related transactions, to a Third Party.

3. Benefits upon a Change in Control.

(a) As of the date of a Change in Control, the Parent Company and the Subsidiary will be jointly and severally responsible for paying to you all of the Base Pay owed through such date and a pro rata portion of your Bonus Plan Payment based upon the number of months in the current year which you have worked prior to the date of the Change in Control, assuming for this Section 3(a) that you have worked the full month of the month in which the Change in Control occurs. In addition, as of the date of a Change in Control, the signing bonus and the retention bonus that you received in January 2009 will fully “vest” and no longer be subject to repayment.

(b) In addition to the payments under Section 3(a), you will be entitled to the following if and only if (i) your Termination of Employment is by the Subsidiary for any reason other than for Cause and other than your death, or by you for Good Reason, and (ii) the Termination of Employment occurs either within the period beginning on the date of a Change in Control and ending on the 24th month anniversary date of the Change in Control or prior to a Change in Control if your Termination of Employment was either a condition of the Change in Control or was at the request or insistence of a Person related to the Change in Control:

(i) Cash Payments. The Parent Company and the Subsidiary (and any Successor thereto) will be jointly and severally responsible for making a lump sum payment to you within 10 days after your Date of Termination equal to 12 months of your then current Base Pay and the full amount of a Bonus Plan Payment for the next 12 months, determined by assuming for this purpose that such Bonus Plan Payment amount is equal to your Bonus Plan Payment for the current year.

(ii) Group Health Plans. During the Continuation Period (as defined below), the Parent Company and the Subsidiary (and any Successor thereto) will be jointly and severally responsible for either (A) maintaining a group health plan(s) which by its terms covers you (and your family members and those dependents eligible to be covered during the 90 days immediately preceding a Change in Control) under the same or similar terms as provided to you during the 90 days immediately preceding such Change in Control, or (B) providing comparable medical benefits pursuant to an alternative arrangement, such as an individual medical insurance contract. The “Continuation Period” is the period beginning on your Date of Termination, whether such date is at or prior to the Change in Control as provided for in the definition of Change in Control or within 24 months thereafter, as the case may be, as provided for in Section 3(a) above, and ending on the earlier of (A) the last day of the 18th month that begins after your Date of Termination or (B) the date on which you first become eligible to participate as an employee in a plan of another employer providing group health benefits to you and your eligible family members and dependents. If you timely elect continued coverage under such group

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health plan(s) pursuant to Section 4980B of the Internal Revenue Code of 1986 and Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), in accordance with ordinary plan practices, for the Continuation Period, the Parent Company will reimburse you for a portion of the amount you pay for such COBRA continuation coverage (or if COBRA coverage is not available, such alternative medical coverage), so that you are paying the amount you paid (or would have paid) for the same level of coverage prior to the Change in Control. In order to receive reimbursements pursuant to this Section 3(b)(ii), you must comply with any reimbursement policies and procedures specified by the Parent Company.

To the extent you incur a tax liability (including foreign, federal, state and local taxes) in connection with a benefit provided pursuant to this Section 3(b)(ii) which you would not have incurred had you been an active employee of the Parent Company participating in the Subsidiary, Parent Company or Successor participating in the employer’s group health plan, you will receive a payment in an amount equal to such tax liability plus an additional amount sufficient to permit you to retain a net amount after all taxes equal to the initial tax liability in connection with the benefit. The payment pursuant to this paragraph will be made within ten (10) days after your remittal of a written request for payment accompanied by a statement indicating the basis for and amount of your tax liability, but in no event will the payment be made later than December 31 of the calendar year next following the calendar year in which the related taxes are remitted to the appropriate taxing authority.

(iii) Gross-Up Payments. Following a Change in Control, if the Parent Company’s independent auditors determine that any payment or distribution by the Parent Company and/or the Subsidiary to you (the “Payments”) will result in an excise tax imposed by Code Section 4999 or any comparable state or local law, or any interest or penalties with respect thereto, the Parent Company and the Subsidiary (and any Successor thereto) will be responsible for making an additional cash payment (a “Gross-Up Payment”) to you within 10 days after such determination equal to an amount such that, after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax, imposed upon the Gross-Up Payment, you would retain an amount of the Gross-Up Payment equal to the excise tax imposed upon the Payments. You will provide the Successor or the Parent Company with a written certification that you will pay all taxes due on the Payments and the Gross-Up Payment. The Gross-Up Payment will be made not later than the March 15 following the calendar year in which the payment giving rise to the Gross-Up Payment is received by you.

(iv) Outplacement Services. In the event any lump sum payments are made to you pursuant to Section 3(b)(i), the Parent Company shall then provide you with up to $20,000 of reasonable outplacement services actually incurred by you and directly related to your termination of employment under Section 3(b)(i), including outplacement consultant’s services, travel and hotel expense reimbursements, office expense reimbursements or similar costs you incur in seeking and obtaining new employment, the allocation of which among the categories to be within your sole discretion, provided, however, such expenses must be incurred by you and reimbursed hereunder no later than the December 31 of the second calendar year following the calendar year in which your Termination of Employment occurs. You will be required to provide receipts or invoices for the costs and expenses incurred under this Section 3(b)(iv).

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4. Treatment of Stock Options and Other Equity-Based Awards. In the event of a Change in Control, the treatment of your outstanding stock options, restricted stock, restricted stock units and other equity-based awards will be governed by the Stock Incentive Plans under which such awards were granted and any individual Stock Award Agreements representing and governing such awards.

5. Indemnification. Following a Change in Control, the Parent Company and the Subsidiary shall be jointly and severally responsible for indemnifying and advancing expenses to you to the full extent permitted by law for damages, costs and expenses (including, without limitation, judgments, fines, penalties, settlements and reasonable fees and expenses of your counsel) incurred by you as a result of your service to or status as an officer and employee with the Parent Company or the Subsidiary or any other corporation, employee benefit plan or other entity with whom you served at the request of the Parent Company or the Subsidiary prior to the Change in Control, provided that such damages, costs and expenses did not arise as a result of your gross negligence or willful misconduct. The indemnification under this Agreement shall be in addition to any similar obligation of the Parent Company or the Subsidiary under any other separate agreement, or under the Parent Company’s Certificate of Incorporation or Bylaws or the Subsidiary’s Certificate of Incorporation or Bylaws, or as they be amended from time to time, provided however, you may only be reimbursed or recover once for any such damages, costs and expenses, from whatever source.

6. Successors. The Parent Company will seek to have any Successor to the Parent Company, by agreement in form and substance satisfactory to you, assume and assent to the fulfillment by such Successor of the Parent Company’s obligations under this Agreement. A Successor has no rights, authority or power with respect to this Agreement prior to a Change in Control.

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

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

9. Disputes. If you so elect, any dispute, controversy or claim arising under or in connection with this Agreement will be heard and settled exclusively by binding arbitration administered by the American Arbitration Association in Minneapolis, Minnesota before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, that you may seek specific performance in a court of competent jurisdiction of your right to receive benefits until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. If any dispute, controversy or claim for damages arising under or in connection with this Agreement is settled by arbitration, the Parent Company and the Subsidiary will be jointly and severally responsible for paying, or if elected by you, reimbursing, all fees, costs and expenses incurred by you related to such arbitration. If you do not elect arbitration, you may pursue all available legal remedies. The Parent Company and the Subsidiary will be jointly and severally responsible for paying, or if elected

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by you, reimbursing you for, all fees, costs and expenses incurred by you in connection with any actual, threatened or contemplated litigation relating to this Agreement to which you are or reasonably expect to become a party, whether or not initiated by you, if but only if you are successful in recovering any benefit under this Agreement as a result of such legal action. The parties agree that any litigation arising under or in connection with this Agreement must be brought in a court of competent jurisdiction in the State of Minnesota, and both parties hereby consent to the exclusive jurisdiction of said courts for this purpose and agree not to assert that such courts are an inconvenient forum. Neither the Parent Company nor the Subsidiary will assert in any dispute or controversy with you arising under or in connection with this Agreement your failure to exhaust administrative remedies.

10. Related Agreements. To the extent that any provision of any other Benefit Plan or agreement between the Parent Company and you or the Subsidiary and you limits, qualifies or is inconsistent with any provision of this Agreement, the provision of this Agreement will control. Nothing in this Agreement prevents or limits your continuing or future participation in, and rights under, any Benefit Plan provided by the Parent Company or the Subsidiary and for which you may qualify. Amounts which are vested benefits or to which you are otherwise entitled under any Benefit Plan or other agreement with the Parent Company or the Subsidiary at or subsequent to the Date of Termination will be payable in accordance with the terms thereof. Furthermore, nothing in this Agreement will prevent the Parent Company, the Subsidiary or the Successor to the Parent Company or the Subsidiary from seeking enforcement of and damages arising under any confidentiality, invention assignment or non-competition provision or breach thereof contained in any other agreement with the Parent Company or the Subsidiary or any Successor to the Parent Company or the Subsidiary.

11. No Employment or Service Contract. Nothing in this Agreement is intended to provide you with any right to continue in the employ of the Subsidiary for any period of specific duration or interfere with or otherwise restrict in any way your rights or the rights of the Subsidiary, which rights are hereby expressly reserved by each, to terminate your employment at any time for any reason or no reason whatsoever, with or without cause.

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

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

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If this letter correctly sets forth our agreement on the subject matter discussed above, kindly sign and return to the Parent Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely, ev3 Inc.
By:
	Name:
	Title:
ev3 Endovascular, Inc.
By:
	Name:
	Title:
Agreed to and Accepted as of this ___ day of January, 2009:
Shawn McCormick

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EX-10.4

Exhibit 10.4

INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed effective as of the 19th day of January, 2009, by and between ev3 Inc., a Delaware corporation (the “Company”), and Shawn McCormick, an individual resident of the State of Minnesota (the “Indemnitee”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     16. Intent. This Agreement is intended to be broader than any statutory indemnification rights applicable in the State of Delaware and shall be in addition to any other rights the Indemnitee may have under the Company’s Certificate, By-laws, applicable law or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Certificate, By-laws, applicable law or this Agreement, it is the intent of the parties that the Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. In the event of any change in applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

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

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

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

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

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

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

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

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

     24. Definitions. For purposes of this Agreement:

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

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

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

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

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

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

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

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(a)	If to the Indemnitee to:
	Shawn McCormick 3016 137th Avenue NE Ham Lake, MN 55304
(b)	If to the Company, to:
	ev3 Inc. 9600 54th Avenue North Plymouth, Minnesota 55442 Attention: Chief Legal Officer Facsimile: (753) 398-7240
	with a copy to:
	Oppenheimer, Wolff & Donnelly, LLP Attn: Amy Culbert 45 South Seventh Street Suite 3300 Minneapolis, MN 55402 Facsimile: (612) 607-7100

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

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

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

ev3 INC.
By
	Name:
	Title:
INDEMNITEE:
By
	Name:	Shawn McCormick

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EX-10.5

Exhibit 10.5

SEPARATION AGREEMENT AND RELEASE OF CLAIMS

This Separation Agreement and Release of Claims (this “Agreement”) is made by and between me, Patrick Spangler, 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, whether asserted on my behalf or on behalf of any third party, 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 options or other stock-based compensation, 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

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	plan sponsored by the Company in which I am currently a participant; vested 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.	The Annual Incentive Bonus to which I am entitled with respect to 2008 provided I remain in the Company’s employ through December 31, 2008.

Resignation of Employment and of Status as Officer. I understand and agree that this Agreement is contingent upon my tender to the Company, on or before January 9, 2009, in a form designated by the Company, of my written resignation of my position as Senior Vice President and Chief Financial Officer of ev3 Inc., from any and all other officer and director positions I may hold with ev3 Inc. and any of its subsidiaries and as an employee of ev3 Endovascular, Inc., in each case effective as of January 19, 2009 (the “Effective Date”). I understand that this requirement does not compel me to sign this Agreement prior to the 21 day time to consider period referenced below.

Agreement to Release My Claims and Covenant Not to Sue. 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. The Special Consideration I am receiving is a full and fair payment for the release of all My Claims. 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

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am not otherwise entitled by law, contract, or under any Company policy. 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.

Except as provided below, I will not, directly or indirectly, whether on behalf of myself or any third party, bring any lawsuits against the Company or make any demands against the Company for any kind compensation, damages, or other relief. If I do institute any claim that is not excepted or excluded as provided in this Agreement, I agree that the Company will be entitled to cease all payments to me of any unpaid portion of the Special Consideration, to recoup from me the Special Consideration already paid under this Agreement, to recover all costs and expenses of defending against the suit incurred by the Company, including reasonable attorneys’ fees, and to recover any costs and fees, including attorneys’ fees, incurred in connection with the recoupment of the Special Consideration.

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.

Waiver of Rights to Additional Recovery. Subject to the exceptions and exclusions set forth below, by signing this Agreement, I waive any right I may have to any form of recovery or compensation from the Company, whether related to my employment or otherwise, arising out of or related to any legal, administrative or other charge, claim, complaint, or action which has been, is, or may be filed by me, on my own behalf or on behalf of any third party, or which has been, is, or may be filed by any third party on my behalf. 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.

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

Exclusions from Release, Waiver and Covenant not to Sue.

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.

2008 Bonus. At such time as other senior management employees are paid their respective Annual Incentive Bonus payments, if any, the Company will pay me, based on business results, a bonus for 2008. I understand that I am not entitled to and will not receive any bonus for 2009 or any year thereafter.

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

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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 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.

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

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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 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.

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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 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 any Change in Control Agreement between the Company and me will terminate on the Termination Date in accordance with such Change in Control Agreement, and effective on that Termination Date, I will no longer have the right to any benefits under any such Change in Control Agreement.

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

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have been advised of this law, and I agree that I am signing this Agreement voluntarily, and with full knowledge of its consequences.

Representations and Warranties.

I represent and warrant that I am aware of no alleged or potential violations of law, liabilities, claims, or demands of any kind or nature that have been or could be made against the Company by me or any other person or entity.

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: January 9, 2009	Patrick Spangler
	/s/ Patrick Spangler
	Signature

Accepted by ev3 Endovascular, Inc.:
By:	/s/ Greg Morrison
	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 (“Agreement”) between Patrick Spangler (“Employee”) and ev3 Endovascular, Inc., 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 Patrick Spangler:

Termination Date: January 19, 2009

1. Severance Pay. Severance pay in the gross amount of $314,800 and no/cents paid in the form of continuation of salary for the twelve (12) month period, 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. 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.

3. Outplacement Assistance. Provided according to the outplacement assistance guidelines established by the Company, to be paid over the next year and not beyond.

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-10.6

Exhibit 10.6

CONSULTING AGREEMENT

     This Consulting Agreement dated effective January 20, 2009 (“Agreement’), is by and among ev3 Endovascular, Inc. (“ev3” or “Company”) and Patrick Spangler, (“Spangler”).

Recitals

     WHEREAS, ev3 desires to terminate Spangler’s employment which employment shall continue through January 19, 2009; and

     WHEREAS, as part of the terms of Spangler’s separation from employment, the Company desires to retain Spangler to provide limited consulting services 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)	Spangler shall continue to work as an employee of the Company on a full-time basis to and through January 19th, 2009, after which time Spangler’s employment with the Company will terminate (the “Termination Date”).
(b)	From January 20, 2009 through December 31, 2009 (the “Consulting Term”), Spangler 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, Spangler will have the title of Consultant and will report to the Chief Executive Officer of Company.
(c)	Spangler and the Company intend and agree that, as of January 20, 2009, an independent contractor relationship shall be created by this Agreement. Spangler shall not be considered an agent or employee of the Company for any purpose. Spangler shall not have any right or authority to bind or commit the Company to any legal obligation whatsoever. Spangler 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 Spangler’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. Spangler’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, Spangler shall consult on projects as agreed upon with the Chief Financial Officer of the Company.

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3. Compensation. Provided Spangler has (a) provided the Company with an original executed Separation Agreement and Release of Claims, (b) any applicable revocation or rescission period set forth in the Agreement has expired, and (c) Spangler has not revoked, rescinded or attempted to revoke or rescind the Release, Spangler shall receive a nonrefundable consulting fee of $1000 per month, for twelve (12) consecutive months beginning the first business day after the above-referenced revocation and rescission periods expire, and every month thereafter, payable in advance on or about the 1st of each month. For purposes of this Consulting Agreement, a “month” shall run from the 1st day of a calendar month to the last day of that same calendar month. The Company will be entitled to request and receive up to ten (10) hours of Consulting Services from Spangler during each such month. Should the Company request and receive additional services to be performed by Spangler hereunder in excess of ten (10) hours during any such month, the Company will compensate Spangler 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 Spangler in connection with these Consulting Services. In addition to the consulting fee, the Company will promptly reimburse Spangler 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. Spangler 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 Spangler’s signature below, Spangler acknowledges that Spangler has received, read, and agrees to abide by, each of the foregoing policies.

(b)

Duty of Loyalty. In all aspects of Spangler’s Consulting Services with the Company, Spangler 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. Spangler further agrees that during the Consulting Term, Spangler shall not engage in any conduct that might result in, or create the appearance of using Spangler’s position for Spangler’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.

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(c) No Conflicting Employment. During the term of this Consulting Agreement, Spangler 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 involved during the Consulting Term, to the extent that the nature of such business is disclosed to Spangler.

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 Spangler’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 Spangler, 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 Spangler has been told is “Confidential” or that Spangler might reasonably expect the Company or its affiliates would regard as “Confidential,” or any

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information that has been given to the Company or its affiliates in confidence by customers, suppliers, or other persons.

(b) Confidentiality Obligations. Spangler agrees to hold all Confidential and Proprietary Information in the strictest confidence both during the Consulting Term and after the Consulting Services with the Company are voluntarily or involuntarily terminated for any reason. To this end, Spangler 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 Spangler’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 Spangler or the Company, and all equipment furnished to Spangler 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 Spangler, at the time the Spangler’s employment and/or Consulting Services are terminated and to remove from such personal property all data belonging to the Company if Spangler used such personal property to conduct the Company business.

(c) Obligations to Third Parties. Spangler 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 Spangler’s obligations to third parties and the Company does not desire to receive any confidential information under such circumstances. Accordingly, Spangler

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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. Spangler represents that Spangler has informed the Company, in writing, of any restriction on Spangler’s use of a third party’s confidential information that conflicts with any obligations under this Agreement.

7.	Other Endeavors by Spangler. The Company recognizes and agrees that Spangler 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 Spangler 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 Spangler’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; provided, however, that Spangler understands that he remains bound by the terms of any prior agreement which he previously entered into in connection with his employment 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. 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 Spangler 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. The Company and Spangler 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. Spangler’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 effective as of the date set forth in the first paragraph.

ev3 Endovascular, Inc.
/s/ Greg Morrison By: Greg Morrison	/s/ Patrick Spangler Patrick Spangler
Its: Senior Vice President, Human Resources

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