**Exhibit 10.3**

 

**STANDARDNON-ISO GRANT**

 

EV3 INC.

 

2005 INCENTIVE STOCK PLAN

 

NON-INCENTIVE STOCK OPTION

 

OPTION CERTIFICATE

 

ev3 Inc., a Delaware corporation, in accordance with the ev3 Inc. 2005Incentive Stock Plan, hereby grants an Option to                            ,who shall be referred to as “Optionee”, to purchase from the Company                  shares of Stock at an Option Price per share equal to $                         ,which grant shall be subject to all of the terms and conditions set forth inthis Option Certificate and in the Plan. This grant has been made as of                         ,200[  ], which shall be referred to as the “Grant Date”.  This Option is not intended to satisfy therequirements of § 422 of the Code and thus shall be a Non-ISO as that termis defined in the Plan.

 

 
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TERMS AND CONDITIONS

 

§ 1.                             Plan.  This Option grant is subject to all the termsand conditions set forth in the Plan and this Option Certificate, and all theterms in this Option Certificate which begin with a capital letter are eitherdefined in this Option Certificate or in the Plan.  If a determination is made that any term orcondition set forth in this Option Certificate is inconsistent with the Plan,the Plan shall control.  A copy of thePlan has been made available to Optionee.

 

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§ 2.                             Vestingand Option Expiration.

 

(a)                                  GeneralRule.  Subject to § 2(b) and§ 2(c), Optionee’s right under this Option Certificate to exercise thisOption shall vest with respect to: (1) 25% of the shares of Stock whichmay be purchased under this Option Certificate on [Date], such date beingapproximately twelve (12) months from the Grant Date, provided he or sheremains continuously employed by the Company or continues to provide servicesto the Company through such date, and (2) with respect to the remaining75% of such shares of Stock, in equal amounts on the [Xth] day of each of thenext thirty-six (36) months thereafter, beginning on [Date] provided he or sheremains continuously employed by the Company or continues to provide servicesto the Company through each such date.

 

(b)                                 OptionExpiration Rules.

 

(1)                                  Non-VestedShares.  If Optionee’s employment or servicewith the Company terminates for any reason whatsoever, including death, Disabilityor retirement, while there are any non-vested shares of Stock subject to thisOption under § 2(a), this Option immediately upon such termination ofemployment or service shall expire and shall have no further force or effectand be null and void with respect to such non-vested shares of Stock.

 

(2)                                  VestedShares.  Optionee’s right to exerciseall or any part of this Option which has vested under § 2(a) shallexpire no later than the tenth anniversary of the Grant Date.  However, if Optionee’s employment or servicerelationship with the Company terminates before the tenth anniversary of theGrant Date, Optionee’s right to exercise this Option which has vested under § 2(a) shallexpire and shall have no further force or effect and shall be null and void:

 

(A)                              on the date his or heremployment or service relationship terminates if his or her employment orservice relationship terminates for Cause,

 

(B)                                on the firstanniversary of the date his or her employment or service relationship terminatesif his or her employment or service relationship terminates as a result of hisor her death or Disability, or

 

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(C)                                at the end of the 90day period which starts on the date his or her employment or service relationshipterminates if his or her employment or service relationship terminates otherthan (1) for Cause or (2) as a result of his or her death orDisability.

 

(c)                                  SpecialRules.

 

(1)                                  Saleof Business Unit.  The Committee, inconnection with the sale of any Subsidiary, Affiliate, division or otherbusiness unit of the Company, may, within the Committee’s sole discretion, takeany or all of the following actions if this Option or the rights under thisOption will be adversely affected by such transaction:

 

(A)                              acceleratethe time Optionee’s right to exercise this Option will vest under § 2(a),

 

(B)                                providefor vesting after such sale or other disposition, or

 

(C)                                extendthe time at which this Option will expire (but not beyond the tenth anniversaryof the Grant Date).

 

(2)                                  Changein Control.  If there is a Change inControl of the Company, this Option shall be subject to the provisions of § 14of the Plan with respect to such Change in Control.

 

(3)                                  Affiliates.  For purposes of this Option Certificate, anyreference to the Company shall include any Affiliate, Parent or Subsidiary ofthe Company, and a transfer of employment or service relationship between theCompany and any Affiliate, Parent or Subsidiary of the Company or between anyAffiliate, Parent or Subsidiary of the Company shall not be treated as atermination of employment or service relationship under the Plan or this OptionCertificate.

 

(4)                                  Terminationof Employment or Service Relationship. For purposes of this Option Certificate, if the Optionee’s employmentwith the Company terminates while there are any non-vested shares of Stocksubject to this Option under § 2(a) but the Optionee at such timethen becomes an

 

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independent consultant to theCompany, the Optionee’s right under this Option Certificate to exercise thisOption shall continue to vest so long as the Optionee continues to provideservices 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 theCompany terminates but the Optionee at such time then becomes an independentconsultant to the Company, the termination of the Optionee’s employment shallnot result in the expiration of the Option under  § 2(b)(1) or 2(b)(2).  Notwithstanding the foregoing, the Optionee’sright to exercise all or any part of this Option which has vested under § 2(a) shallexpire no later than the tenth anniversary of the Grant Date.

 

(5)                                  FractionalShares.  Optionee’s right to exercisethis Option shall not include a right to exercise this Option to purchase afractional share of Stock.  If Optioneeexercises this Option on any date when this Option includes a fractional shareof Stock, his or her exercise right shall be rounded down to the nearest wholeshare of Stock and the fractional share shall be carried forward until thatfractional share together with any other fractional shares can be combined toequal 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 ofthe Committee constitutes gross negligence, misconduct or gross neglect in theperformance of Optionee’s duties and responsibilities, including conductresulting or intending to result directly or indirectly in gain or personalenrichment for Optionee at the Company’s expense, (B) Optionee has beenconvicted of or has pled guilty to a felony for fraud, embezzlement or theft, (C) Optioneehas engaged in a breach of any policy of the Company for which termination ofemployment or service is a permissible consequence or Optionee has notimmediately cured any performance or other issues raised by Optionee’ssupervisor, (D) Optionee had knowledge of (and did not disclose to theCompany in writing) any condition that could potentially impair Optionee’sability to perform the functions of his or her job or service relationship 

 

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### fully,completely and successfully, or (E) Optionee has engaged in any conductthat would constitute “cause” under the terms of his or her employment orconsulting agreement, if any.

 

### (2)                                  Disability.  For purposes of this Certificate, “Disability”means any medically determinable physical ormental impairment which can be expected to result in death or can be expectedto last for a continuous period of not less than 12 months and which renders Optioneeunable to engage in any substantial gainful activity.  The Committee shall determine whether Optioneehas a Disability.  If Optionee disputessuch determination, the issue shall be submitted to a competent licensedphysician appointed by the Board, and the physician’s determination as towhether Optionee has a Disability shall be binding on the Company and on Optionee.

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§ 3.                             Methodof Exercise of Option.  Optionee mayexercise this Option in whole or in part (to the extent this Option isotherwise exercisable under § 2 with respect to vested shares of Stock)only in accordance with the rules and procedures established from time totime by the Company for the exercise of an Option.  The Option Price shall be paid at exerciseeither in cash, by check acceptable to the Company or through any cashlessexercise procedure which is implemented by a broker unrelated to the Companythrough a sale of Stock in the open market and which is acceptable to theCommittee, or in any combination of these forms of payment.

 

§ 4.                             Deliveryand Other Laws.  The Company shalldeliver appropriate and proper evidence of ownership of any Stock purchasedpursuant to the exercise of this Option as soon as practicable after suchexercise to the extent such delivery is then permissible under applicable lawor rule or regulation, and such delivery shall discharge the Company ofall of its duties and responsibilities with respect to this Option.

 

§ 5.                             Non-transferable.  No rights granted under this Option shall betransferable by Optionee other than (a) by will or by the laws of descentand distribution or (b) to a “family member” as provided in § 10.2 ofthe Plan.  The person or persons, if any,to whom this Option is transferred shall be treated after Optionee’s death thesame as Optionee under this Option Certificate.

 

§ 6.                             NoRight to Continue Service.  Neitherthe Plan, this Option, nor any related material shall give Optionee the rightto continue in employment by or perform services to the Company or shalladversely affect the right of the Company to terminate Optionee’s employment orservice relationship with the Company with or without Cause at any time.

 

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§ 7.                             StockholderStatus.  Optionee shall have norights as a stockholder with respect to any shares of Stock under this Optionuntil such shares have been duly issued and delivered to Optionee, and noadjustment shall be made for dividends of any kind or description whatsoever orfor distributions of rights of any kind or description whatsoever respectingsuch Stock except as expressly set forth in the Plan.

 

§ 8.                             GoverningLaw.  The Plan and this OptionCertificate shall be governed by the laws of the State of Delaware.

 

§ 9.                             BindingEffect.  This Option Certificateshall be binding upon the Company and Optionee and their respective heirs,executors, administrators and successors.

 

§ 10.                       TaxWithholding.  This Option has beengranted subject to the condition that Optionee consents to whatever action theCommittee directs to satisfy the minimum statutory federal and statewithholding requirements, if any, which the Company determines are applicableupon the exercise of this Option.

 

§ 11.                       References.  Any references to sections (§) in this OptionCertificate shall be to sections (§) of this Option Certificate unlessotherwise expressly stated as part of such reference.

 

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