Exhibit 10.1


 


ev3 Inc.


2005
INCENTIVE STOCK PLAN


 


ADDENDUM


Terms
and Conditions for French Stock Grants


The
following terms and conditions will apply in the case of Stock Grants under 


the
ev3 Inc. 2005 Incentive Stock Plan to French residents and to those 


individuals
who are otherwise subject to the laws of France.


 


As a matter of principle, any provision
included in the ev3 Inc. 2005 Incentive Stock Plan (the “Plan”) or any other
document evidencing the terms and conditions of the Plan or a stock grant under
the Plan that would contravene any substantive principle set out in Articles
L.225-197-1 to L.225-197-5 of the French Code de Commerce shall not be
applicable to participants who are residents of France.


 


ev3
INC. 2005 INCENTIVE STOCK PLAN


STOCK
GRANT CERTIFICATE


 


This Stock Grant Certificate evidences a Stock Grant made pursuant to
the ev3 Inc. 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:

  



 


§1.                               Plan
and Stock Grant .  This Stock Grant is subject to all of the terms and
conditions set forth in i) this Stock Grant Certificate  including the Addendum or “sub-plan” covering
stock grants to residents of France ii) in the Plan.   In the event of any inconsistency between
the Plan and the sub-plan, the sub-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.


 


§2.                               Stockholder
Status. 
Grantee shall have no rights as a Stockholder with respect to the shares
of Stock subject to this Stock Grant until such shares have been issued
pursuant to § 4 of this Stock Grant Certificate.  Notwithstanding the generality of the 


 

















 


foregoing, Grantee
shall not be entitled to vote any of the shares of Stock subject to this Stock
Grant until such shares have been issued pursuant to § 4 of this Stock
Grant Certificate or receive any dividends declared prior to the issuance of
such shares or otherwise exercise any incidents of ownership with respect to
such shares of Stock until such shares have been issued pursuant to § 4 of
this Stock Grant Certificate.


 


§3.                               Stock
Ownership Limitation


 


(a)                                  No
share of Stock may be issued under this Stock Grant Certificate if Grantee owns
10% or more of the voting power of all classes of stock of the Company at the
time of issuance of such share.


 


(b)                                 The
number of shares of Stock that may be issued to the Grantee under this Stock
Grant Certificate, on a cumulative basis, shall not exceed 10% of the total
number of shares of Stock of the Company.


 


(c)                                  Any
share of Stock issued to Grantee in violation of this § 3 shall not be
deemed to have been issued to Grantee.


 


§4.                               Conditions
to Issuance of Shares.


 


(a)                                  Conditions to
Issuance of Shares.  Subject to § 3
above and §4(b) and §4(c) below, the shares of Stock subject to this
Stock Grant shall be issued in such increments and at such times as follows:


 


(1)                                  50%
of the shares of Stock subject to this Stock Grant (rounding down to the
nearest whole number of shares of Stock) shall be issued on [         ],
which date shall not be before the expiration of a two (2) year period
from the Grant Date;  provided, however, that the Grantee continuously provides services to
the Company or its Affiliates through such date,


 


(2)                                  An
additional 25% of the shares of Stock subject to this Stock Grant (rounding
down to the nearest whole number of shares of Stock) shall be issued on [         ],
which date shall not be before the expiration of a three (3) year period
from the Grant Date;  provided, however, that the Grantee continuously provides services to
the Company or its Affiliates through such date, and


 


(3)                                  The
remaining 25% of the shares of Stock subject to this Stock Grant (rounding down
to the nearest whole number of shares of Stock) shall be issued on [         ],
which date shall not be before the expiration of a three (3) year period
from the Grant Date;  provided, however, that the Grantee continuously provides services to
the Company or its Affiliates through such date.


 


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(b)                                 Forfeiture
of Rights to Receive Unissued Shares. 
If Grantee’s continuous service relationship with the Company and its
Affiliates terminates for any reason whatsoever, other than Grantee’s death,
before all of the shares of Stock subject to this Stock Grant are issued
pursuant to § 4(a), then he or she shall (except as provided in § 14
of the Plan) forfeit his or her rights to receive all of the remaining shares
of Stock subject to this Stock Grant that have not been issued as of the date
Grantee’s service relationship with the Company and its Affiliates so
terminates.


 


(c)                                  Issuance
of Shares Upon Death of Grantee.  If
Grantee’s continuous service relationship with the Company and its Affiliates
terminates as a result of Grantee’s death before all of the shares of Stock
subject to this Stock Grant are issued pursuant to § 4(a), then all of the
remaining shares of Stock subject to this Stock Grant that have not been issued
as of the date Grantee’s service relationship with the Company and its
Affiliates so terminates will be issued to Grantee’s heirs upon their request
as provided under applicable law. The shares of Stock may be issued at any time
within six (6) months following the date of death by the Grantee’s estate
or by a person who acquired the right to receive the shares by bequest or
inheritance.


 


§5.          Mandatory Holding
Period.  If Grantee (or Grantee’s heirs if required by the
French Law) is issued shares of Stock pursuant to § 4, Grantee (or Grantee’s
heirs)   must hold such shares of Stock
for a minimum period of two (2) years from the date of issuance of such
shares of Stock.


 


§6.                               Changes
in Shares.  The tax and social security treatment of any adjustment provided for in
Section 13 of the Plan to the number of shares to be issued shall have to
be appreciated in consideration of the applicable provisions of the French Code
of Commerce.


 


§7.                               Stock
Certificates.  As soon as practicable after each date as of
which shares of Stock subject to this Stock Grant are issued pursuant to § 4,
the Company shall direct its transfer agent to issue one or more stock
certificates representing such number of shares of Stock issued pursuant to § 4
in the name of Grantee (or Grantee’s heirs); provided, however, that such stock
certificate(s) shall contain a restrictive legend regarding the mandatory
holding period as provided in § 5.


 


§8.                               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.


 


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


 


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§10.                        No
Right to Continue Service.  None of the Plan (including the sub-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.


 


§11.                        Governing
Law.  The
Plan (including the sub-plan)  and this
Stock Grant Certificate shall be governed by the laws of the State of Delaware
of the United States of America.


 


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


 


§13.                        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.


 


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Granted acknowledges receipt of a copy of the Plan, represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts
the Stock Grant subject to all of the terms and provisions hereof and
thereof.   Granted has reviewed this
Stock Grant Certificate and the Plan in their entirety, has had an opportunity
to obtain the advice of counsel and fully understands all provisions of this
Stock Grant Certificate and the Plan.


 


 


	
  DATED: 

  	
   

  	
   

  	
   

  	
  SIGNED

  	
   

  
	
   

  	
   

  	
   

  	
  Beneficiary

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
							



 


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