**Exhibit 10.2**

**ev3 LLC AMENDED AND RESTATED 2003INCENTIVE PLAN(as amended through June 12, 2006)**

# **Section 1.****                                         ****PURPOSE.**

The Plan isintended as an incentive to improve the performance, encourage the continuedemployment and increase the proprietary interest of certain members, employees,and advisors of the Company. The Plan is designed to grant such members,employees, and advisors the opportunity to share in the Company’s long-termsuccess through ownership of Units and to afford them the opportunity foradditional compensation related to the value of the Units. It is not intendedthat options granted under this Plan to qualify as “incentive stock options”under Section 422 of the Code.

# **Section 2.****                                         ****DEFINITIONS.**

## (a)                                  “Award”means any right granted under the Plan, including any Option, Restricted Unit,or other Unit-based award.

## (b)                                 “Board”means the “Board,” as such term is defined in the LLC Agreement.

## (c)                                  “Changein Control” means:

### (i)                                     theacquisition by any individual, entity or group (other than the Company, Warburgor any employee benefit plan of the Company,) of beneficial ownership (withinthe meaning of Rule 13d-3 promulgated under the Securities Exchange Act of1934, as amended) of securities representing more than 50% of the votingsecurities of the Company entitled to vote generally in the election ofdirectors, determined on a fully diluted basis (“Company Voting Securities”); provided,however, that such acquisition shall not constitute a Change in Controlhereunder if a majority of the holders of the Company Voting Securitiesimmediately prior to such acquisition retain directly or through ownership ofone or more holding companies, immediately following such acquisition, amajority of the voting securities entitled to vote generally in the election ofdirectors of the successor entity;

### (ii)                                  Thedate upon which individuals who as of the date hereof constitute a majority ofthe Board (the “Incumbent Board”) cease to constitute at least amajority of the Board, provided, that any individual becoming a directorsubsequent to the date hereof whose election, or nomination for election by theCompany’s stockholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered as thoughsuch individual were a member of the Incumbent Board;

### (iii)                               Consummationof a reorganization, merger or consolidation or sale or other disposition ofall or substantially all of the assets of the Company (a “BusinessCombination”), in each case, unless, following such Business Combination,the individuals or entities who were the beneficial owners, respectively, ofthe Company Voting Securities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more

----

### than 50% of, respectively, the then outstanding voting securitiesentitled to vote generally in the election of directors, as the case may be, ofthe corporation resulting from such Business Combination (including, withoutlimitation, a corporation which as a result of such transaction owns theCompany or all or substantially all of the Company’s assets either directly orthrough one or more subsidiaries); or

### (iv)                              approvalby the Company’s stockholders of a complete dissolution or liquidation of theCompany.

## (d)                                 “Code”means the Internal Revenue Code of 1986, as amended.

## (e)                                  “Committee”means the Board or such other committee of at least two persons as the Boardmay appoint to administer the Plan.

## (f)                                    “Company”means ev3 LLC, a Delaware limited liability company.

## (g)                                 “EligiblePersons” means any member, employee, or advisor of the Company or itssubsidiaries.

## (h)                                 “FairMarket Value” means the fair market value per share of Unit, on a fullydiluted basis, determined by the Board in good faith.

## (i)                                     “IPO”means an initial public offering of the equity of the Company registered underthe Securities Act pursuant to an effective registration statement.

## (j)                                     “IPODate” means the effective date of the IPO.

## (k)                                  “LLCAgreement” means the Operating Agreement of the Company, dated as of August29, 2003, as the same may be amended from time to time.

## (l)                                     “Option”means an option to purchase Units granted pursuant to the Plan.

## (m)                               “OptionAgreement” means a written agreement between the Company and a Participantevidencing the terms and conditions of an individual Option grant.

## (n)                                 “Participant”means a person to whom an Award is granted pursuant to the Plan or, ifapplicable, such other person who holds an outstanding Award.

## (o)                                 “Plan”means the ev3 LLC 2003 Incentive Plan.

## (p)                                 “RestrictedUnits” means Units issued or transferred to a Participant subject toforfeiture and the other restrictions set forth in Section 7 hereof.

## (q)                                 “RestrictedUnit Agreement” means a written agreement between the Company and aParticipant evidencing the terms and conditions of an individual RestrictedUnit grant.

## (r)                                    “SecuritiesAct” means the Securities Act of 1933, as amended.

2

----

## (s)                                  “Unit”means a “Common Membership Unit,” as such term is defined in the LLC Agreement.

## (t)                                    “Warburg”means Warburg, Pincus Equity Partners, L.P. and its affiliates.

# **Section 3.****                                         ****ADMINISTRATION.**

## (a)                                  General.The Plan shall be administered by the Committee.

## (b)                                 Powersof the Committee. Subject to the provisions of the Plan, the Committeeshall have sole authority, in its absolute discretion:

### (i)                                     Todetermine from time to time which of the Eligible Persons shall be grantedAwards, when and how each Award shall be granted, what type or combination oftypes of Award shall be granted, the provisions of each Award granted (whichneed not be identical), including the time or times when a person shall bepermitted to receive Units pursuant to an Award, and the number of Units withrespect to which an Award shall be granted to each such person;

### (ii)                                  Toconstrue and interpret the Plan and Awards granted under it, and to establish,amend and revoke rules and regulations for its administration;

### (iii)                               Toamend the Plan or an Award as provided in Section 17; and

### (iv)                              Toexercise such powers and to perform such acts as the Committee deems necessaryor expedient to promote the best interests of the Company which are not inconflict with the provisions of the Plan.

## (c)                                  CommitteeDeterminations. All determinations, interpretations and constructions madeby the Committee in good faith shall not be subject to review by any person andshall be final, binding and conclusive on all persons.

# **Section 4.****                                         ****UNITS SUBJECT TO THE PLAN.**

## (a)                                  UnitReserve. Subject to Section 11 hereof relating to adjustments, the totalnumber of Units which may be granted pursuant to Awards hereunder shall notexceed, in the aggregate, 12,549,655.

## (b)                                 Source.The Units to be granted or optioned under the Plan shall be authorized butunissued Units or previously issued Units reacquired by the Company on the openmarket or by private purchase.

## (c)                                  Reversionof Units. If any Award shall for any reason expire, be forfeited orotherwise terminate, in whole or in part, the Units not acquired under suchAward shall revert to and again become available for issuance under the Plan.

3

----

## **Section 5.****                                          ELIGIBILITY.**

Participationshall be limited to Eligible Persons who have received written notificationfrom the Committee, or from a person designated by the Committee, that theyhave been selected to participate in the Plan.

# **Section 6.****                                         ****OPTIONS.**

## (a)                                  General.The Committee is authorized to grant, from time to time, one or more Options toany Eligible Person. Options granted hereunder shall be in such form and shallcontain such terms and conditions as the Committee shall deem appropriate.

## (b)                                 OptionAgreement. The provisions of Options shall be set forth in an OptionAgreement, which agreements need not be identical, and, except as otherwiseprovided by the Committee in the Option Agreement, each Option shall include(through incorporation of provisions hereof by reference in the Option orotherwise) the substance of each of the following provisions:

### (i)                                     *Term*. No Option granted hereundershall be exercisable after the expiration of ten (10) years from the date itwas granted.

### (ii)                                  *Exercise Price*. The exercise price perUnit for each Option shall be set by the Committee at the time of grant;provided, however, that the exercise price per unit shall in no event be lessthan 85% of the Fair Market Value of a Unit on the date of grant.

### (iii)                               *Payment for Units*. Payment for Unitsacquired pursuant to Options granted hereunder shall be made in full, uponexercise of the Options (i) in immediately available funds in United Statesdollars, by certified or bank cashier’s check, (ii) by surrender to the Companyof Units which have either (a) have been held by the Participant for at leastsix-months, or (b) were acquired from a person other than the Company, (iii) bya combination of (i) and (ii), or (iv) by any other means approved by theCommittee.

### (iv)                              *Vesting*. Options shall vest and becomeexercisable in such manner and on such date or dates set forth in the OptionAgreement, as may be determined by the Committee; provided, however,that notwithstanding any vesting dates set by the Committee, the Committee mayin its sole discretion accelerate the vesting of any Option, which accelerationshall not affect the terms and conditions of any such Option other than withrespect to vesting. Unless otherwise specifically determined by the Committee,the vesting of an Option shall occur only while the Participant is employed orrendering services to the Company and all vesting shall cease upon aParticipant’s termination of employment or services for any reason. If anOption is exercisable in installments, such installments or portions thereofwhich become exercisable shall remain exercisable until the Option expires.

### (v)                                 *Transferability of Options*. Except asotherwise provided below or in the Option Agreement, an Option shall not betransferable except by will or by the laws of descent and distribution andshall be exercisable during the lifetime of the Participant only by theParticipant; provided, however, that the Participant may, bydelivering written notice to the Company, in a form satisfactory to theCompany, designate a third party who, in the event of the

4

----

### death of the Participant, shall thereafter be entitled to exercise theOption; and provided, further, that an Option may be transferredby a Participant to a “family member” (as defined for purposes of Form S-8under the Securities Act) of such Participant or to a trust exclusively for thebenefit of one or more of such family members of such Participant provided suchtransfer is made as a gift without consideration, and such transfer complieswith applicable securities laws.

### (vi)                              *Early Exercise*. The Option may, butneed not, include a provision whereby the Participant may elect at any timebefore the Participant’s employment or service terminates to exercise theOption as to any part or all of the Units subject to the Option prior to thefull vesting of the Option. Any unvested Units so purchased shall be subject toa repurchase option in favor of the Company and to any other restriction theCommittee determines to be appropriate.

# **Section 7.****                                         ****RESTRICTED UNITS.**

## (a)                                  General.The Committee is authorized to grant, from time to time, one or more RestrictedUnits to any Eligible Person. Restricted Units granted hereunder shall be insuch form and shall contain such terms and conditions as the Committee shalldeem appropriate. The terms and conditions of each Restricted Unit grant shallbe evidenced by a Restricted Unit Agreement. Subject to the restrictions setforth in Section 7(b), the Participant shall generally have the rights andprivileges of a member as to such Restricted Unit, including the right to votesuch Restricted Unit. At the discretion of the Committee, distributions, ifany, with respect to the Restricted Units may be either currently paid to theParticipant or withheld by the Company for the Participant’s account. Unlessotherwise determined by the Committee, distributions so withheld by theCommittee shall be subject to forfeiture to the same degree as the shares ofRestricted Unit to which they relate. No interest will accrue or be paid on theamount of any distributions withheld.

## (b)                                 Restrictions.In addition to any other restrictions set forth in a Participant’s RestrictedUnit Agreement and the LLC Agreement, until the expiration of the applicablerestricted period set forth in such Restricted Unit Agreement, the Participantshall not be permitted to sell, transfer, pledge, or otherwise encumber theRestricted Units. The Committee shall have the authority to remove any or allof the restrictions on the Restricted Units whenever it may determine that, byreason of changes in applicable laws or other changes in circumstances arisingafter the date of the Restricted Unit Award, such action is appropriate.

## (c)                                  Certificates.Certificates for Restricted Units shall be registered in the name of theParticipant but shall be appropriately legended and returned to the Company bythe Participant, together with a unit power, endorsed in blank by theParticipant. Notwithstanding the foregoing, the Committee may determine, in itssole discretion, that the Restricted Units shall be held in book entry formrather than delivered to the Participant pending the release of the applicablerestrictions.

# **Section 8.****                                         ****OTHER UNIT-BASED AWARDS.**

The Committee maygrant any other Unit-based Awards to any eligible individual under this Planthat the Committee deems appropriate, including, but not limited to,appreciation

5

----

rights,phantom Unit awards, the bargain purchase of Units and Unit bonuses. Any suchbenefits and any related agreements shall contain such terms and conditions asthe Committee deems appropriate. Such Awards and agreements need not beidentical. With respect to any benefit under which Units are or may in thefuture be issued for consideration other than prior services, the amount ofsuch consideration shall not be less than the amount required to be received bythe Company in order to comply with applicable state law.

# **Section 9.****                                         ****LLC AGREEMENT**

As a condition of(a) exercising an Option, or (b) the grant of any Award other than an Option,if a Participant has not previously executed a copy of the LLC Agreement, suchParticipant shall be required to execute a copy of the LLC Agreement and to bebound by the terms and conditions contained therein.

# **Section 10.****                                  ****REPURCHASE OF UNITS.**

At any time priorto the IPO Date, upon any terminationof a Participant’s employment or service, the Committee may, in itsdiscretion, and on terms it considers appropriate, require a Participant, orthe executors or administrators of a Participant’s estate, to sell back to theCompany all Units acquired through anyAward at a price equal to the Fair Market Value at the time of such repurchase;provided, however, that except due to unforeseen circumstances,the Committee shall not exercise its repurchase right prior to the six-monthanniversary of the date of grant, in the case of Restricted Units, or the dateof exercise, in the case of an Option.

# **Section 11.****                                  ****ADJUSTMENT FOR RECAPITALIZATION,MERGER, ETC.**

## (a)                                  CapitalizationAdjustments. The aggregate number of Units which may be granted orpurchased pursuant to Awards granted hereunder, the number of Units covered byeach outstanding Award, and the price per Unit thereof in each such Award maybe subject to adjustment or substitution, as determined by the Committee in itssole discretion, as to the number, price or kind of Units or otherconsideration subject to such Awards or as otherwise determined by theCommittee to be equitable (i) in the event of changes in the outstanding Unitsor in the capital structure of Company by reason of dividends, splits, reversesplits, recapitalizations, reorganizations, mergers, consolidations,combinations, exchanges, or other relevant changes in capitalization occurringafter the date of grant of any such Award, (ii) in the event of any change inapplicable laws or any change in circumstances which results in or would resultin any substantial dilution or enlargement of the rights granted to, oravailable for, Participants in the Plan, or (iii) for any other reason whichthe Committee, in its sole discretion, determines otherwise warrants equitable adjustmentbecause it interferes with the intended operation of the Plan. Any adjustmentshall be conclusively determined by the Committee.

## (b)                                 Changein Control. Notwithstanding subsection (a) above, in the event of Change inControl, the Company shall require the successor entity or parent thereof toassume all outstanding Awards; provided, however, the Committeemay, in its discretion and in lieu of requiring such assumption, provide thatall outstanding Awards shall terminate as of the consummation of such Change inControl, and (x) accelerate the exercisability of, or cause all

6

----

## vesting restrictions to lapse on, all outstanding Awards to a date atleast ten days prior to the date of such Corporate Event and/or (y) providethat holders of Awards will receive a cash payment in respect of cancellationof their Awards based on the amount (if any) by which the per shareconsideration being paid for the Units in connection with such Change inControl exceeds the applicable exercise price, if any.

## (c)                                  Assumption.For purposes of Section 11(b) above, an Award shall be considered assumed,without limitation, if, at the time of issuance of the securities or otherconsideration upon a Change in Control, each holder of an Award would beentitled to receive upon exercise of the award the same number and kind ofproperty, cash or securities as such holder would have been entitled to receiveupon the occurrence of the transaction if the holder had been, immediatelyprior to such transaction, the holder of the number of Units covered by theAward at such time; provided, that if such consideration received in thetransaction is not solely equity securities of the successor entity, theCommittee may, with the consent of the successor entity, provide for theconsideration to be received upon exercise of the Award to be solely equitysecurities of the successor entity equal to the Fair Market Value of the pershare consideration received by holders of Units in the Change in Control.

## (d)                                 FractionalShares. Any such adjustment may provide for the elimination of anyfractional share which might otherwise become subject to an option.

# **Section 12.****                                  ****USE OF PROCEEDS.**

The proceedsreceived from the sale of Units pursuant to the Plan shall be used for generalpurposes.

# **Section 13.****                                  ****RIGHTS AND PRIVILEGES AS AMEMBER.**

Except asotherwise specifically provided in the Plan, no person shall be entitled to therights and privileges of a member of the Company in respect of Units which aresubject to Awards hereunder until such shares have been issued to that person.

# **Section 14.****                                  ****EMPLOYMENT OR SERVICE RIGHTS.**

No individualshall have any claim or right to be granted an Award under the Plan or, havingbeen selected for the grant of an Award, to be selected for a grant of anyother Award. Neither the Plan nor any action taken hereunder shall be construedas giving any individual any right to be retained in the employ or service ofthe Company.

# **Section 15.****                                  ****COMPLIANCE WITH LAWS.**

The obligation ofthe Company to make payment of Awards in Units or otherwise shall be subject toall applicable laws, rules, and regulations, and to such approvals bygovernmental agencies as may be required. Notwithstanding any terms orconditions of any Award to the contrary, the Company shall be under noobligation to offer to sell or to sell and shall be prohibited from offering tosell or selling any Units pursuant to an Award unless such shares have beenproperly registered for sale pursuant to the Securities Act with the Securitiesand Exchange Commission or unless the Company has received an opinion ofcounsel,

7

----

satisfactoryto the Company, that such shares may be offered or sold without suchregistration pursuant to an available exemption therefrom and the terms andconditions of such exemption have been fully complied with. The Company shallbe under no obligation to register for sale or resale under the Securities Actany of the Units to be offered or sold under the Plan or any Units issued uponexercise of Options. If the Units offered for sale or sold under the Plan areoffered or sold pursuant to an exemption from registration under the SecuritiesAct, the Company may restrict the transfer of such shares and may legend theUnit certificates representing such Units in such manner as it deems advisableto ensure the availability of any such exemption.

# **Section 16.****                                  ****WITHHOLDING OBLIGATIONS.**

The Company isauthorized to withhold from any Award granted, any payment relating to an Awardunder the Plan, including from a distribution of Units, or any payroll or otherpayment to a Participant, amounts of withholding and other taxes due inconnection with any transaction involving an Award, and to take such otheraction as the Committee may deem advisable to enable the Company andParticipants to satisfy obligations for the payment of withholding taxes andother tax obligations relating to any Award. This authority shall includeauthority to withhold or receive Units or other property and to make cashpayments in respect thereof in satisfaction of a Participant’s tax obligations.In addition to the Company’s right to withhold from any compensation paid tothe Participant by the Company, a Participant may satisfy any federal, state orlocal tax withholding obligation relating to the exercise or acquisition ofUnits pursuant to an Award by tendering a cash payment or, in the solediscretion of the Committee, by any of the following means or by a combinationof such means:  (i) authorizing theCompany to withhold Units from the Units otherwise issuable to the Participantas a result of the exercise or acquisition of Units pursuant to the Award; provided,however, that no Units are withheld with a value exceeding the minimumamount of tax required to be withheld by law; or (ii) delivering to the Companyowned and unencumbered Units. For purposes of this Section 16, the term “Company”shall be deemed to mean any affiliate that may have a tax withholdingobligation due to its relationship with a Participant.

# **Section 17.****                                  ****AMENDMENT OF THE PLAN OR AWARDS.**

## (a)                                  Amendmentof Plan. The Board at any time, and from time to time, may amend the Plan.

## (b)                                 NoImpairment of Rights. Rights under any Award granted before amendment ofthe Plan shall not be impaired by any amendment of the Plan unless (i) theCompany requests the consent of the Participant, and (ii) the Participantconsents in writing.

## (c)                                  Amendmentof Awards. The Committee, at any time, and from time to time, may amend theterms of any one or more Awards; provided, however, that therights under any Award shall not be impaired by any such amendment unless (i)the Company requests the consent of the Participant and (ii) the Participantconsents in writing.

# **Section 18.****                                  ****TERMINATION OR SUSPENSION OF THEPLAN.**

The Board maysuspend or terminate the Plan at any time. Unless sooner terminated, the Planshall terminate on the day before the tenth (10th) anniversary of the effective

8

----

date,as set forth in Section 19 below. No Awards may be granted under the Plan whilethe Plan is suspended or after it is terminated.

# **Section 19.****                                  ****EFFECTIVE DATE OF THE PLAN.**

The Plan iseffective as of August 29, 2003.

# **Section 20.****                                  ****MISCELLANEOUS.**

## (a)                                  NoLiability of Committee Members. No member of the Committee shall bepersonally liable by reason of any contract or other instrument executed bysuch member or on his behalf in his capacity as a member of the Committee norfor any mistake of judgment made in good faith, and the Company shall indemnifyand hold harmless each member of the Committee and each other employee, officeror director of the Company to whom any duty or power relating to theadministration or interpretation of the Plan may be allocated or delegated,against any cost or expense (including counsel fees) or liability (includingany sum paid in settlement of a claim) arising out of any act or omission toact in connection with the Plan unless arising out of such person’s own fraudor willful bad faith; provided, however, that approval of theBoard shall be required for the payment of any amount in settlement of a claimagainst any such person. The foregoing right of indemnification shall not beexclusive of any other rights of indemnification to which such persons may beentitled under the LLC Agreement, as a matter of law, or otherwise, or anypower that the Company may have to indemnify them or hold them harmless.

## (b)                                 PaymentsFollowing Accidents or Illness. If the Committee shall find that any personto whom any amount is payable under the Plan is unable to care for his affairsbecause of illness or accident, or is a minor, or has died, then any paymentdue to such person or his estate (unless a prior claim therefor has been madeby a duly appointed legal representative) may, if the Committee so directs theCompany, be paid to his spouse, child, relative, an institution maintaining orhaving custody of such person, or any other person deemed by the Committee tobe a proper recipient on behalf of such person otherwise entitled to payment. Anysuch payment shall be a complete discharge of the liability of the Committeeand the Company therefor.

## (c)                                  GoverningLaw. The Plan shall be governed by and construed in accordance with theinternal laws of the State of Delaware without reference to the principles ofconflicts of laws thereof.

## (d)                                 Funding.No provision of the Plan shall require the Company, for the purpose of satisfyingany obligations under the Plan, to purchase assets or place any assets in atrust or other entity to which contributions are made or otherwise to segregateany assets, nor shall the Company maintain separate bank accounts, books,records or other evidence of the existence of a segregated or separatelymaintained or administered fund for such purposes. Participants shall have norights under the Plan other than as unsecured general creditors of the Company,except that insofar as they may have become entitled to payment of additionalcompensation by performance of services, they shall have the same rights asother employees under general law.

9

----

## (e)                                  Relianceon Reports. Each member of the Committee and each member of the Board shallbe fully justified in relying, acting or failing to act, and shall not beliable for having so relied, acted or failed to act in good faith, upon anyreport made by the independent public accountant of the Company and itsaffiliates and upon any other information furnished in connection with the Planby any person or persons other than himself.

## (f)                                    Titlesand Headings. The titles and headings of the sections in the Plan are forconvenience of reference only, and in the event of any conflict, the text ofthe Plan, rather than such titles or headings shall control.

*     *     *

10

----