8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 22, 2007

ev3 Inc.(Exact name of registrant as specified in its charter)

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

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

(e)           On January 22, 2007, the Board of Directors of ev3 Inc., upon recommendation of the Compensation Committee, approved the grant of new time-based restricted stock awards and non-statutory stock options to certain employees, including ev3’s principal executive officer, principal financial officer and certain of ev3’s other named executive officers.  These grants were made under new forms of stock grant certificates and option grant certificates, copies of which are being filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K, and which are incorporated herein by this reference.  The vesting of the restricted stock grants is consistent with terms of a new ev3 Inc. Policy and Procedures Regarding Grants of Stock Options, Restricted Stock and Other Equity-Based Inventive Awards pursuant to which it is the general policy of ev3 that all time-based restricted stock grants have an annual vesting date of November 15th to ease the administrative burden on ev3’s management of handling the vesting of restricted stock grants on various dates throughout the year.  The shares underlying the restricted stock grants vest or become non-forfeitable in four equal installments on November 15th of each year, commencing November 15, 2007.  The vesting of the non-statutory stock options is consistent with ev3’s current policy of one-quarter of the shares underlying the stock option vesting on the one-year anniversary of the date of grant and 1/36 of the remaining shares underlying the stock option vesting on the one-month anniversary of the date of grant thereafter.  The following stock options and restricted stock grants were made to ev3’s principal executive officer, principal financial officer and the following other named executive officer on January 22, 2007 pursuant to the new forms of grant certificates:

Name and Title	Shares Underlying Restricted Stock Grants	Shares Underlying Stock Options
James M. Corbett President and Chief Executive Officer	43,860	100,000
Patrick D. Spangler Chief Financial Officer and Treasurer	16,447	37,500
Stacy Enxing Seng President, Cardio Peripheral Division	17,544	40,000

In addition, on January 22, 2007, the Board of Directors of ev3 Inc., upon recommendation of the Compensation Committee, approved the following increases in the base salaries of ev3’s principal executive officer, principal financial officer and one other named executive officer.

Name and Title	2006 Base Salary		2007 Base Salary
James M. Corbett President and Chief Executive Officer	$	380,000	$	420,000
Patrick D. Spangler Chief Financial Officer and Treasurer	$	258,750	$	289,800
Stacy Enxing Seng President, Cardio Peripheral Division	$	269,100	$	298,644

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Item 9.01Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.	Description
10.1	Form of ev3 Inc. Amended and Restated 2005 Incentive Stock Plan Stock Grant Certificate
10.2	Form of ev3 Inc. 2005 Incentive Stock Plan Non-Incentive Stock Option Certificate

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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 26, 2007	ev3 Inc.
	By:	/s/ Kevin M. Klemz
	Name: Kevin M. Klemz
	Title: Vice President, Secretary and Chief Legal Officer

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ev3 Inc.
CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
10.1	Form of ev3 Inc. Amended and Restated 2005 Incentive Stock Plan Stock Grant Certificate	Filed herewith
10.2	Form of ev3 Inc. 2005 Incentive Stock Plan Non-Incentive Stock Option Certificate	Filed herewith

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EX-10.1

Exhibit 10.1

FORM OF
ev3 INC. AMENDED AND RESTATED 2005 INCENTIVE STOCK PLAN
STOCK GRANT CERTIFICATE

This Stock Grant Certificate evidences a Stock Grant made pursuant to the ev3 Inc. Amended and Restated 2005 Incentive Stock Plan of [             ] shares of restricted Stock to [             ], who shall be referred to as “Grantee”.  This Stock Grant is granted effective as of [             ], which shall be referred to as the “Grant Date.”

ev3 INC.
By:
	Name:
	Title:

TERMS AND CONDITIONS

§ 1.Plan and Stock Grant Certificate.  This Stock Grant is subject to all of the terms and conditions set forth in this Stock Grant Certificate and in the Plan. If a determination is made that any term or condition set forth in this Stock Grant Certificate is inconsistent with the Plan, the Plan shall control.  All of the capitalized terms not otherwise defined in this Stock Grant Certificate shall have the same meaning in this Stock Grant Certificate as in the Plan.  A copy of the Plan will be made available to Grantee upon written request to the corporate Secretary of the Company.

§ 2.Stockholder Status.  Grantee shall have the right under this Stock Grant to receive cash dividends on all of the shares of Stock subject to this Stock Grant and to vote such shares until Grantee’s right to such shares is forfeited or becomes nonforfeitable.  If Grantee forfeits any shares under § 3, Grantee shall at the same time forfeit Grantee’s right to vote such shares and to receive cash dividends paid with respect to such shares.  Any Stock dividends or other distributions of property made with respect to shares that remain subject to forfeiture under § 3 shall be held by the Company, and Grantee’s rights to receive such dividends or other property shall be forfeited or shall be nonforfeitable at the same time the shares of Stock with respect to which the dividends or other property are attributable are forfeited or become nonforfeitable.  Except for the rights to receive cash dividends and vote the shares of Stock subject to this Stock Grant which are described in this § 2, Grantee shall have no rights as a Stockholder with respect to such shares of Stock until Grantee’s interest in such shares has become nonforfeitable.

§ 3.Vesting and Forfeiture.

(a)Vesting.  Subject to § 3(b), Grantee’s interest in the Stock subject to this Stock Grant shall become nonforfeitable as follows:

(1)Grantee’s interest in [     ]%/[            ] of the shares of Stock subject to this Stock Grant [(rounding down to the nearest whole number of shares of Stock)] shall become nonforfeitable only if Grantee continuously provides services to the Company or its Affiliates (whether as an employee or as a consultant) through November 15, [            ],

(2)Grantee’s interest in an additional [     ]%/[            ] of the shares of Stock subject to this Stock Grant [(rounding down to the nearest whole number of shares of Stock)] shall become nonforfeitable only if Grantee continuously provides services to the Company or its Affiliates (whether as an employee or as a consultant) through November 15, [            ],

(3)Grantee’s interest in an additional [     ]%/[            ] of the shares of Stock subject to this Stock Grant [(rounding down to the nearest whole number of shares of Stock)] shall become nonforfeitable only if Grantee continuously provides services to the Company or its Affiliates (whether as an employee or as a consultant) through November 15, [            ],

(4)Grantee’s interest in all remaining shares of Stock subject to this Stock Grant shall become nonforfeitable only if Grantee continuously provides services to the Company or its Affiliates (whether as an employee or as a consultant) through November 15, [            ],

(b)Forfeiture.  If Grantee’s continuous service relationship (including service as an employee and as a consultant) with the Company and its Affiliates terminates for any reason whatsoever before his or her interest in all of the shares of Stock subject to this Stock Grant have become nonforfeitable under § 3(a), then he or she shall (except as provided in § 14 of the Plan) forfeit all of the shares of Stock subject to this Stock Grant except those shares in which he or she has (pursuant to § 3(a)) a nonforfeitable interest on the date Grantee’s service relationship with the Company and its Affiliates so terminates.

§ 4.Issuance of Shares; Stock Power.  The Company shall issue the shares of Stock subject to this Stock Grant in book entry in the name of Grantee upon

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Grantee’s execution of the irrevocable stock power in favor of the Company attached as Exhibit A.  The Secretary of the Company shall direct the Company’s transfer agent not to honor any requests by the Grantee to transfer the shares of Stock subject to this Stock Grant or to issue a physical stock certificate representing such shares and any distributions made with respect to such shares (other than ordinary cash dividends) until such time as Grantee’s interest in such shares has become nonforfeitable or has been forfeited.  As soon as practicable after each date as of which Grantee’s interest in any shares becomes nonforfeitable under § 3(a), the Company shall direct the Company’s transfer agent to honor any requests thereafter by the Grantee to transfer the shares in which his or her interest has become nonforfeitable on such date (together with any distributions made with respect to such shares that have been held by the Company) or to issue a physical stock certificate representing such shares.  If shares are forfeited under § 3(a), the shares (together with any distributions made with respect to the shares that have been held by the Company) automatically shall revert back to the Company.

§ 5.Nontransferable.  No rights granted under this Stock Grant Certificate shall be transferable by Grantee other than by will or by the laws of descent and distribution.

§ 6.Other Laws.  The Company shall have the right to refuse to transfer shares of Stock subject to this Stock Grant to Grantee if the Company acting in its absolute discretion determines that the transfer of such shares might violate any applicable law or regulation.

§ 7.No Right to Continue Service.  None of the Plan, this Stock Grant Certificate, or any related material shall give Grantee the right to remain employed by the Company or its Affiliates or to continue in the service of the Company or its Affiliates in any other capacity.

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

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

§ 10.Headings and Sections.  The headings contained in this Stock Grant Certificate are for reference purposes only and shall not affect in any way the meaning or interpretation of this Stock Grant Certificate.  All references to sections in this Stock Grant Certificate shall be to sections of this Stock Grant Certificate unless otherwise expressly stated as part of such reference.

§ 11.Availability of Copy of Plan and Plan Prospectus.  A copy of the plan document and prospectus for the ev3 Inc. Amended and Restated 2005 Incentive Stock Plan are available on the Company’s intranet portal under the “Employee Tools” section, which can be accessed by opening your web browser from your Company

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desktop or laptop computer.  If you like to receive a paper copy of the plan document and/or plan prospectus, please contact:

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

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

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Exhibit A

IRREVOCABLE STOCK POWER

As a condition to the issuance to the undersigned of [             ] shares of Stock which were granted to the undersigned as a Stock Grant under the ev3 Inc. Amended and Restated 2005 Incentive Stock Plan in the Stock Grant Certificate dated [             ], the undersigned hereby executes this Irrevocable Stock Power in order to sell, assign and transfer to ev3 Inc. the shares of Stock subject to such Stock Grant for purposes of effecting any forfeiture called for under § 3(b) of the Stock Grant Certificate and does hereby irrevocably give ev3 Inc. the power (without any further action on the part of the undersigned) to transfer such shares of Stock on its books and records back to ev3 Inc. to effect any such forfeiture.

This Irrevocable Stock Power shall expire automatically with respect to the shares of Stock on the date such shares of Stock are no longer subject to forfeiture under § 3(b) of such Stock Grant Certificate or, if earlier, immediately after such a forfeiture has been effected with respect to such shares of Stock.

Signature

Print Name

Date

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EX-10.2

Exhibit 10.2

STANDARD NON-ISO GRANT

EV3 INC.

2005 INCENTIVE STOCK PLAN

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE

ev3 Inc., a Delaware corporation, in accordance with the ev3 Inc. 2005 Incentive Stock Plan, hereby grants an Option to                       , who shall be referred to as “Optionee”, to purchase from the Company                        shares of Stock at an Option Price per share equal to $                      , which grant shall be subject to all of the terms and conditions set forth in this Option Certificate and in the Plan.  This grant has been made as of                       , 200[  ], which shall be referred to as the “Grant Date”.  This Option is not intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the Plan.

EV3 INC.

By:

TERMS AND CONDITIONS

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

§ 2.Vesting and Option Expiration.

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

(b)Option Expiration Rules.

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

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

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

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

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

(c)Special Rules.

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

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

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

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

(2)Change in Control.  If there is a Change in Control of the Company, this Option shall be subject to the provisions of § 14 of the Plan with respect to such Change in Control.

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

(4)Termination of Employment or Service Relationship.  For purposes of this Option Certificate, if the Optionee’s employment with the Company terminates while there are any non-vested shares of Stock subject to this Option under § 2(a) but the Optionee at such time then becomes an

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

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

(a)Definitions.

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

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fully, completely and successfully, or (E) Optionee has engaged in any conduct that would constitute “cause” under the terms of his or her employment or consulting agreement, if any.

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

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

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

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

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

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

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

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

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

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

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

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

§ 13.Availability of Annual Report to Stockholders and Other SEC Filings.  A copy of the Company’s most recent annual report to stockholders and other filings made with the Securities and Exchange Commission are available on the Company’s internet website, www.ev3.net, under the Investors Relations—SEC Filings section.  If you like to receive a paper copy of the Company’s most recent annual report

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to stockholders and other filings made by the Company with the Securities and Exchange Commission, please contact Kevin M. Klemz at the address, telephone number or e-mail address above.

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