Exhibit 10.1
 TRANSLATION FOR INFORMATION PURPOSES ONLY
 EMPLOYMENT AGREEMENT
 BETWEEN THE UNDERSIGNED :
 The company ev3 EUROPE SAS,
   OF THE FIRST PART
 AND
 Mr. Pascal GIRIN,
  OF THE SECOND PART
 IT HAS BEEN AGREED AS FOLLOWS :
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ARTICLE 1 JOB DESCRIPTION
   
    
    achieve annual sales plan;
    
    achieve annual operating expense goals;
    
    achieve accounts receivable and inventory objectives;
    
    constantly review and modify sales and marketing processes and execution to achieve
the optimal results
    
    develop and manage culture of the business and interaction with the worldwide
operations to ensure a productive business relationships;
    
    maintain and achieve monthly reporting requirements as defined by the Company;
    
    other requirements that may be defined by the Company.
  ARTICLE 2  FREEDOM OF EMPLOYMENT
 entreprise
  ARTICLE
3 DURATION OF AGREEMENT
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ARTICLE 4  REMUNERATION
 4.1.
    
    Mr. Girin shall be paid, in remuneration for his activity, a total gross annual salary of Two
Hundred Twenty Seven Thousand Four Hundred Sixteen Euros (227,416),which shall be paid to
him in twelve installments by bank check, bank wire or postal transfer upon the expiration of
each monthly period, after deduction of the social contributions provided for by law.4.2.
    
    Mr. Girin may also receive an annual performance bonus paid at the sole discretion of the
Company, based, in particular, on the results obtained in the European area assigned to him
and on the Global Worldwide achievement of the fixed goals. The maximum gross annual amount
of this bonus is fixed, in any case at Eighty Seven Thousand Five Hundred Euros (87,500).
The objectives of Mr. Girin will be defined in a document which will be further provided to
him.4.3.
    
    Due to both the conditions in which his functions will be performed and the activities of the
Company, Mr. Girin shall have to undertake frequent travels also outside France, on behalf of
the Company, which can have a cumulative duration of several weeks in a given year.In consideration of business travels made outside France for the needs of and in the
interests of the Company, and given the particular constraints deriving from these travels
and from their frequency, Mr. Girin shall be paid an additional amount, qualifying as an
expatriation bonus (hereinafter the Bonus) calculated as a percentage of his daily base
salary. The percentage rates shall be determined as follows:
 Number of days worked abroad per year
    
    RateFrom 0 to 9 days
    
    
    15
    %10 to 25 days
    
    
    20
    %26 to 45 days
    
    
    30
    %46 to 60 days
    
    
    40
    %In excess of 60 days
    
    
    50
    %
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
    
    it is spent entirely abroad, or
    
    the outward journey from France to the foreign country begins in the morning, or
    
    the return journey from the foreign country to France begins in the afternoon.
 The term foreign refers to all places outside metropolitan France.The Bonus shall be paid in the same manner as the base salary, after deduction of the
employees share of contributions, especially of social security contributions. The amount
of the Bonus shall be clearly stated distinctive from the «base salary» on Mr. Girins pay
slips as Advance on expatriation Bonus or Balance expatriation Bonus.It is expressly agreed that Mr. Girin shall record and justify his business travels in an
internal document and keep copies of all receipts of his business trips (expense receipt,
plane tickets, reports, hotels, etc.) in order to prove, from a tax standpoint, the number
of days spent outside France, and the purposes of these travels. Otherwise, Mr. Girin shall
be liable for all taxes, expenses, penalties, fees which could become due based on a
personal income tax reassessment in connection with the payment of the Bonus, as defined
above.4.4.
    
    All the elements of remuneration cited above shall be subject to deduction of the employees
share of social security, supplemental retirement, invalidity and death, unemployment
insurance contributions, and CSG and CRDS.4.5.
    
    It is expressly agreed that any premium or extra compensation (excepting the bonuses set
forth above in Article 4.3) granted by the Company shall not be part of the remuneration and
shall always remain a revocable grant.4.6.
    
    All the bonuses or incentives, that may be paid during the year in any respect whatsoever and
whatever their nature, shall be considered as a vacation bonus provided, however, that they
are at least equal to the vacation bonus provided by the Collective Bargaining Agreement and
that a portion thereof is paid during the period May 1st  October
31st.
 ARTICLE 5  SIGNING BONUS
 Ten Thousand Euros (10,000)
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ARTICLE 6  WORKING HOURS  GLOBAL REMUNERATION
   ARTICLE 7  PLACE OF WORK
    ARTICLE 8  REIMBURSEMENT OF EXPENSES
  ARTICLE 9  REIMBURSEMENT OF MOVING EXPENSES
 Twenty Thousand Euros
(20,000)
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ARTICLE 10  VEHICLE
   ARTICLE 11  PAID VACATION
   ARTICLE 12  EXCLUSIVITY
  ARTICLE 13  CONFIDENTIALITY / NON-SOLICITATION
  ARTICLE 14  GOVERNING LAW  COMPETENT COURTS
  ARTICLE 15  ENTIRE AGREEMENT
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/s/ James Corbett
    
    
    
    /s/ Pascal GirinFor the Company
    
    
    
    Pascal GirinJames Corbett,Chairman
 (the above signatures must be preceded by the following hand-written words:
 read and approved. Valid for an agreement and each page must be initialled.)
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ANNEX 1
 CONFIDENTIALITY / NON-SOLICITATION AGREEMENT
 ev3
     DEFINITION OF CONFIDENTIAL AND PROPRIETY INFORMATION
  (a)
    
    inventions, designs, discoveries, works of authorship, improvements or ideas, whether or not
patentable or copyrightable, methods, processes, techniques, shop practices, formulae,
compounds, compositions developed or otherwise possessed by EV3;(b)
    
    the subject matter of EV3s patents, design patents, copyrights, trade secrets, trademarks,
service marks, trade names, trade dress, manuals, operating instructions and other industrial
property to the extent that such information is unavailable to the public and/or is in
incomplete stages of design or research and development;(c)
    
    EV3s information, knowledge or data concerning costs, purchasing, profits, markets, sales,
organization structures, clinical trials, employees, customers or patients, including but not
limited to surveys, customer lists, lists of prospective customers, customer research,
proposal preparation and presentation, relational data models, contracting, customer meetings,
customer account records, sales records, training and servicing materials, programs and
techniques, company manuals and policies, computer programs, software and disks, source code,
systems architecture, blue prints, flow charts, financial statements and projections, business
plans, marketing plans, products and services under development, licensing agreements,
budgets, supplier lists, contracts, compensation schedules, and pricing information, any
document marked Confidential, or any
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information which Employee has been told is Confidential or which Employee might
reasonably expect EV3 would regard as Confidential, or any information which has been
given EV3 in confidence by customers, suppliers or other persons.2.
    
    OWNERSHIP OF CONFIDENTIAL AND PROPRIETARY INFORMATION(a)
    
    The Employee acknowledges that EV3 is the owner of the Confidential and Proprietary
Information and agrees not to contest any such ownership rights of EV3, either during or after
Employees employment with EV3.(b)
    
    The Employee agrees to make prompt full written disclosure to EV3 and to hold in trust for
the sole right, benefit, and use of EV3, any inventions, discoveries, developments and
improvements (Inventions), whether or not patentable, and works of authorship, whether or
not copyrightable, whether or not protected by a French droit dauteur which are conceived,
developed, or reduced to practice, or caused to be conceived, developed, or reduced to
practice, during the term of employment.(c)
    
    The Employee agrees to assign and does hereby assign to EV3 all right, title, and interest in
and to all such Inventions and works of authorship in accordance with the provisions hereto,
and further agrees, during the term of employment and thereafter, at EV3s request and
expense, to review, execute, acknowledge and deliver all documents necessary or appropriate to
effect such assignments and in connection with carrying out the terms of this Agreement.Authors rights: The Employee hereby assigns to EV3 (i) his rights of reproduction on any
analogical or digital media (including cederom, CDI, DVD, hard disk, sites servers),
interactive or not, in any forms and formats (whether known at the execution date of this
Agreement or to be discovered in the future), (ii) including but not limited to, public
performance, in whole or in part, televisual, satellites, computer and networks (such as
Internet, Intranet or Extranets) processes and any process of cable distribution, in any
language, (iii) of distribution including the right to sell, loan, rent, download, by any
means, in any language and (iv) of adaptation, including by adding new material and
translating in any language on their works. The assignment occurs as soon as the works are
created and is valid for the entire world and for the duration of the authors rights,
including any legal prorogation for whatever reason. Employee acknowledges that 10% of his
salary paid to Employee in accordance with the employment contract is in consideration of
the assignment of Employees authors rights subsisting in the works mentioned in article 2
c) and article 2 d).Patentable Inventions (specific provisions): Pursuant to article L. 611-7 of the
Intellectual Property Code, Employee acknowledges that the inventions made within the
context of employment contract which provides for an inventive mission which corresponds
to Employees actual duties, or, as part of studies or research which have been specifically
entrusted to the Employee, belong to EV3.The Employee further acknowledges that for all the other inventions, created either (i) in
the performance of his duties, or (ii) in the field of activity of EV3, or (iii) by using
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knowledge or technologies or specific methods of EV3 or information acquired by EV3, EV3 is
entitled to be assigned the ownership of, or obtain a license to, all or parts of the rights
in the patent protecting the invention.(d)
    
    The Employee acknowledges that, in accordance with article L 113-9 of the Intellectual
Property Code, any computer programs and documentation relating to those programs created by
Employee pursuant to his employment or guidelines given by EV3, shall be EV3s property and
shall become part of the Confidential and Proprietary Information. The Employee acknowledges
that any Inventions and works of authorship mentioned hereto shall become part of the
Confidential and Proprietary Information.3.
    
    NON DISCLOSURE OF CONFIDENTIAL AND PROPRIETARY INFORMATION
  (a)
    
    not make, or permit or cause to be made copies of the Confidential and Proprietary
Information, except as necessary to carry out Employees duties as prescribed by EV3;(b)
    
    not disclose or reveal the Confidential and Proprietary Information, or any portion thereof,
to any person except other EV3 employees who have signed nondisclosure agreements with EV3;(c)
    
    take all reasonable precautions to prevent the inadvertent disclosure of the Confidential and
Proprietary Information to any unauthorised person;(d)
    
    not use for the benefit of, or divulge to, EV3 or its personnel, any proprietary information
of another party without the prior written authorisation of said other party;(e)
    
    upon termination of employment with EV3, Employee shall deliver promptly to EV3 any
Confidential and Proprietary Information, regardless of form, including all information of a
business nature, and other materials, including personal Rolodexes or similar information
collections and shall not thereafter use them for his own benefit or the benefit of others,
without the prior express written authorization of EV3. Employee further agrees he will not
disparage or denigrate EV3 to third parties at any time; and4.
    
    DUTY OF LOYALTY
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5.
    
    PROTECTIBLE INTERESTS REQUIRING RESTRICTIONS(a)
    
    The Employee acknowledges that EV3 has many near-permanent and other customers throughout the
world to which the Employee has access. These include customers of EV3 developed as a result
of many years of effort by EV3, customers of EV3 acquired after significant financial
investment by EV3.(b)
    
    The Employee also acknowledges that EV3 has expended considerable time and effort in
recruiting and training its employees, many of whom are accomplished professionals.6.
    
    NON-SOLICITATION OF EMPLOYEES
  (i)
    
    induce, solicit, entice or procure, any person who is a key EV3 employee to leave such
employment;(ii)
    
    accept into employment or otherwise engage or use the services of any person who: (aa) is a
key EV3 employee on the termination date; or (bb) had been a key EV3 employee in any part of
the one (1) year immediately preceding the termination date.
  7.
    
    INJUNCTIVE RELIEF
  8.
    
    SEVERABILITY
  9.
    
    WAIVER
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10.
    
    GOVERNING LAW
   /s/ James Corbett
    
    
    
    /s/ Pascal GirinEv3 SAS
    
    
    
    The EMPLOYEEJames Corbett
    
    
    
    Pascal Girin
 Chairman
 read and approved, valid for an agreement.
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AMENDMENT TO CONTRACT OF EMPLOYMENT
 BETWEEN:
 ev3 Europe SAS,
  On one hand,
 AND
 Mr. Pascal GIRIN,
  On the other hand,
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ARTICLE 1  OBJECT OF THE CURRENT AMENDMENT
    ARTICLE 2  EFFECTS OF THE AMENDMENT
     ARTICLE 3  COMPETENT JURISDICTION AND APPLICABLE LAW
   ARTICLE 4  EFFECTIVE DATE
 st
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ARTICLE 5  PLACE OF WORK
  ARTICLE 6  LENGTH OF SECONDMENT
     ARTICLE 7  FUNCTIONS
 st Bureaux dEtudes Techniques, Cabinets
dIngénieurs Conseils, Companys de Conseils
  ARTICLE 8  REMUNERATION
 
 ARTICLE 9  TAX AND SOCIAL SECURITY EQUALIZATION
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ARTICLE 10  WORKING HOURS
  ARTICLE 11  ASSIGNMENT-RELATED COMPENSATION AND MEASURES
 Housing
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11.2
    
    Moving costs
    
 11.3
    
    Travel costs and repatriation
  11.4
    
    Annual return trip to France
  11.5
    
    Repatriation
  11.5.1
    
    death or health problems of the Employee (or family members) requiring return to
France;11.5.2
    
    political, social, climatic or sanitary events, endangering the Employee (or family
members) making impossible the continuation of the secondment to the US;
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11.5.3
    
    a decision by the authorities to withdraw residence or work permits, provided not
motivated by the Employees actions;11.5.4
    
    dismissal or a decision, based on work performance, by the Company;11.5.5
    
    dismissal or resignation of the Employee in the six (6) months following a change in
control of the Company
 11.6
    
    Tax assistance
  11.7
    
    School fees
  11.8
    
    Company cars
  ARTICLE 12  SOCIAL SECURITY COVERAGE
   
 ARTICLE 13  PAID HOLIDAYS AND PUBLIC HOLIDAYS
    ARTICLE 14  END OF THE ASSIGNMENT
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Article 15  CHANGE IN CONTROL
    For the Company
    
    
    
    The Employee/s/ Shawn McCormick
    
    
    
    /s/ Pascal E.R. GirinExecutive Vice President and Chief Financial Officer
 NB : sign each page, and write the comment « lu et approuvé » on the last page
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