Exhibit 10.5
 STANDARD NON-ISO GRANT
 FORM OF
ev3 INC. SECOND AMENDED AND RESTATED
2005 INCENTIVE STOCK PLAN
OPTION CERTIFICATE
 
 ev3 INC.By:Name:Title:  Plan




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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 (rounding down to the nearest whole number of shares of
Stock) 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 as nearly equal
amounts as possible, 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
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a result of his or her death or Disability, or(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
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§ 2(a) but the
Optionee at such time then becomes an 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
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perform the functions of his
or her job or service relationship 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.
 Method of Exercise of Option
 Delivery and Other Laws
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Non-transferable
 No Right to Continue Service
 Stockholder Status
 Governing Law
 Binding Effect
 Tax Withholding
 References
 Availability of Copy of Plan and Plan Prospectus
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th
 Availability of Annual Report to Stockholders and Other SEC Filings www.ev3.net
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