Exhibit 10.7
 ev3 INC.
SECOND AMENDED AND RESTATED 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. Second Amended and Restated 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. Second Amended and Restated 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. SECOND AMENDED AND RESTATED
2005 INCENTIVE STOCK PLAN
STOCK GRANT CERTIFICATE
 [  ] [  ], [  ]
 ev3 INC.By:Name:Title: §1. Plan and Stock Grant .




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§2. Stockholder Status .
 §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;
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provided, however, that the Grantee continuously provides services to the
Company or its Affiliates through such date.
 (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.
 §6. Changes in Shares .
 §7. Book Entry; Stock Certificates .
 §8. Nontransferable.
 §9. Other Laws .
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§10. No Right to Continue Service .
 §11. Governing Law .
 §12. Binding Effect.
 §13. Headings and Sections .
 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:
    
    
    
    
    
    SIGNEDBeneficiaryAddress:
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