**Exhibit10.7**

**SEPARATION/CONSULTINGAGREEMENT**

ThisSeparation/Consulting Agreement (“Agreement”) is made and entered into by andbetween Thomas Wilder, whose address is 1841 Port Sheffield Place, NewportBeach, CA 92660 (“Employee”) and ev3 Inc., whose address is 9600 54th AvenueNorth, Plymouth, MN 55442 (“Employer”).

**WHEREAS,**Employee and Employer desire toterminate the employment relationship between them in an orderly and mutuallysatisfactory manner; and

**WHEREAS**, Employee and Employer want tofully address their relationship going forward.

**NOW, THEREFORE**, in consideration of themutual promises contained in this Agreement, Employee and Employer agree asfollows:

1.                                       **Employer**.****The term “Employer” as used in this Agreement shall mean anyentity related to **ev3**Inc., in thepresent or past, including without limitation, its predecessors, successors,parents, stockholders, subsidiaries, affiliates, joint venture partners****and divisions, and any of its present and past officers,directors, employees, agents, consultants, attorneys, insurers and the presentand past fiduciaries of any employee benefit plan providing benefits to Employer.

2.                                       **Resignation.**  Employee hereby acknowledges and confirmsEmployee’s resignation as an employee of Employer, effective June 30, 2006 (the“Resignation Date”).  By Employee’ssignature on this Agreement, Employee acknowledges that Employee hasvoluntarily resigned Employee’s employment with Employer as of the ResignationDate.  Effective April 3, 2006, Employeeresigns as an executive officer and all other officer and director positions ofEmployer and/or any direct or indirect subsidiaries of Employer.

3.                                       **Payments.**  Employee acknowledges that Employer has madeall payments due Employee, including, but not limited to, salary, commissions,bonus, expense reimbursement, vacation pay, and payments due pursuant to anycontract(s) between Employer and Employee except as set forth in thisAgreement.

4.                                       **Vacation Pay. **Employeeagrees, in consultation and coordination with Employer’s Chief ExecutiveOfficer, to take and use all remaining accrued vacation time prior to theResignation Date and Employee further agrees that he will make no claim afterthe Resignation Date for accrued but unused vacation time.

5.                                       **Consulting Services. **Inconsideration for allowing Employee to remain as an active employee through theResignation Date, Employee agrees to provide Consulting Services toEmployer for a period of one (1) year after the Resignation Date.  Employee will provide such ConsultingServices to Employer at no charge for up to eight (8) hours per month.  For any Consulting Services requested byEmployer in excess of eight (8) hours per month during the one (1) yearconsulting period, Employer shall pay Employee as follows: (i) if Employeeprovides Consulting Services to Employer for a full day, or a

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substantially fullday, Employer shall pay Employeein the amount of $1,000; and (ii) if Employee provides Consulting Services toEmployer for a half-day, Employer shallpay Employee in the amount of $500.  AllConsulting Services shall be at Employer’s reasonable request and may berelated to any aspect of Employer’s business. All such requests by Employer shall be made either by Employer’s ChiefExecutive Officer or Chief Legal Officer.

6.                                       **Consulting Payments.**  For the payments for Consulting Services,Employee shall be responsible for the payment of all taxes including but notlimited to FICA, which are due and payable to all governmental or regulatoryauthorities, and recognizes that Employer will be issuing a Form 1099 for thepayment of any Consulting Services.  Employee shall submit to Employer amonthly invoice describing with specificity the Consulting Services provided byEmployee during the applicableperiod.  Payment will be made only for Servicesperformed at Employer’s request. Employer shall make payment to Employeewithin forty-five (45) days of Employer’s receipt of Employee’s invoice

7.                                       **Employee Representations.**  Employee represents that Employee is legallyable and entitled to receive the payments for Consulting Services.  Employee agrees that Employee will defend,indemnify and hold Employer harmless from any and all claims, actions, losses,taxes, attorney’s fees, interest, penalties and expenses of any sort relatingto a breach of the representations contained in this section and Employee’sobligation to pay taxes on the payments.

8.                                       **Return of Property.**  Employee represents that Employee will returnto Employer, on or before the Resignation Date, all its property, includingwithout limitation records, correspondence, proprietary and confidentialinformation, computer equipment, electronic or paper files and documents,corporate credit cards, cell phone, badge and keys.  Employee acknowledges that Employer isexpressly relying on this representation in entering into this Agreement and itis a material term of the Agreement.****

9.                                       **Unit/Stock Options**.  Employee’s rights to any stock options shallbe determined in accordance with the applicable written agreement(s) and/orplan(s) governing such stock options.

10.                                 **Insurance.**  Employee’s coverage under Employer’s health,dental and life insurance plans shall continue until June 30, 2006.  Thereafter, Employee’s right to continuecoverage shall be governed by applicable law, plan documents, and insurancepolicies and all premiums or other charges shall be the sole responsibility ofEmployee.  Employee’s disabilityinsurance shall terminate as of the termination of Employee’s employment.

11.                                 **Business Protections**.  The parties acknowledge and agree that theEmployee Confidential Information Agreement, signed by Employee as of August20, 2002 is valid and enforceable by Employer. In consideration of the mutual promises and commitments set forth inthis Agreement, Employee acknowledges and reaffirms all obligations under theEmployee Confidential Information Agreement, which obligations continue in fullforce and effect.

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12.                                 **Investigations and Litigation**. Employee agrees that Employee will, at any future time, beavailable upon reasonable notice from Employer, with or without subpoena, to beinterviewed, review documents or things, give depositions, testify, or engagein other reasonable activities in connection with any litigation orinvestigation, with respect to matters concerning which Employee has or mayhave knowledge as a result of or in connection with Employee’s employment byEmployer or any related entity. This includes, but is not limited to, theUniversity of California/Boston Scientific neurovascular coil litigationpending in any and all jurisdictions.  Inperforming Employee’s obligations under this section to testify or otherwiseprovide information, Employee will honestly, truthfully, forthrightly, andcompletely provide the information requested. Employee will comply with thisAgreement upon notice from Employer that Employer or its attorneys believe thatEmployee’s compliance would be helpful in the resolution of an investigation orthe prosecution or defense of claims. Employer agrees to pay Employee as described in Paragraph 5, even ifsuch services occur after the one-year consulting term.

13.                                 **Governing Law and Venue.**  This Agreement shall be governed by, andconstrued and enforced in accordance with Minnesota law, except to the extentit is pre-empted by federal law.  Theparties agree that any dispute relating to this Agreement shall be subject tothe jurisdiction of the courts within the State of Minnesota, Hennepin County.

14.                                 **Entire Agreement.**  This Agreement contains all theunderstandings and agreements between the parties concerning Employee’semployment with and separation from employment with Employer and supersedes anyand all prior agreements and understandings, whether written or oral, relatingto the matters addressed in this Agreement, except the Employee Confidential InformationAgreement shall remain in full force and effect.  The parties specifically acknowledge andagree that: (i) Employee’s Change in Control Agreements with Employer and/orany of its subsidiaries or affiliates are hereby void and of no further forceor effect; and (ii) Employee’s Employment Letter Agreement shall be void and ofno further force or effect as of the Resignation Date. The parties agree thatthere were no inducements or representations leading to the execution of thisAgreement except as stated in this Agreement. Any modification of or addition to this Agreement must be in writing andsigned by Employee and Employer’s CEO or Vice-President of Human Resources.
| **ev3 Inc.**                     | **Employee**  |
|----------------------------------|---------------|
| ** **                       | ** **    |
| ** **                       | ** **    |
| /s/ Greg  Morrison               |          | /s/ Thomas Wilder |   |
| Greg Morrison                    | Thomas Wilder |
| Vice-President,  Human Resources |          |
|                             |          |
| Date Signed:                     |  4/3/06  |   | Date Signed: |  4/3/06 |   |
|                                  |               |  |  |  |  |  |  |

 

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**AMENDMENTTO SEPARATION/CONSULTING AGREEMENT**

This Amendment toSeparation/Consulting Agreement (this “Amendment”) is made and entered into byand between Thomas C. Wilder III, whose address is 1841 Port Sheffield Place,Newport Beach, CA 92660 (“Employee”) and **ev3** Inc., whoseaddress is 9600 54th Avenue North, Plymouth, MN 55442 (“Employer”).

**WHEREAS,**Employee and Employer havepreviously entered into that certain Separation/Consulting Agreement dated asof April 3, 2006 (the “Original Agreement”) pursuant to which the Employee andEmployer intended to terminate the employment relationship between them in anorderly and mutually satisfactory manner and address their relationship goingforward; and

**WHEREAS**, Employee and Employer want toamend the consulting services provision and clarify the stock option provisionof the Original Agreement.

**NOW, THEREFORE**, in consideration of themutual promises contained in this Agreement, Employee and Employer agree asfollows:

1.                                       **Consulting Services. **Section 5 of the Original Agreement ishereby amended in its entirety to state as follows:

“In consideration for allowing Employee to remain asan active employee through the Resignation Date, Employee agrees to providecertain Consulting Services to Employer through August 31, 2006 as described inmore detail on Exhibit A attached hereto, and after August 31, 2006, to makehimself available to assist Employer’s management and legal counsel regardingthe global intellectual property legal proceedings regarding neuro coils of whichMicro Therapeutics, Inc. is subject, through the date such legal proceedingsare finally resolved.  Employee willprovide the Consulting Services listed on Exhibit A through August 31, 2006 inexchange for an aggregate payment of $5,000. Employee will provide the other consulting assistance as may berequested after August 31, 2006 to Employer at no charge for up to eight (8)hours per month.  For any assistancerequested by Employer in excess of eight (8) hours per month, Employer shallpay Employee as follows: (i) if Employee provides assistance to Employer for afull day, or a substantially full day, Employer shall pay Employee in theamount of $1,000; and (ii) if Employee provides assistance to Employer for ahalf-day, Employer shall pay Employee in the amount of $500.  All Consulting Services and assistance shallbe at Employer’s reasonable request.  Allrequests by Employer for Consulting Services and other assistance by Employeeshall be made either by Employer’s Chief Executive Officer or Chief LegalOfficer.”

2.                                       **Unit/Stock Options**.  Section 9 of the Original Agreement is herebyamended in its entirety to state as follows:

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“Employee’s rightsto any stock options shall be determined in accordance with the applicablewritten agreement(s) and/or plan(s) governing such stock options; provided,however, that Employee hereby waives any additional vesting of his Employerstock options after June 30, 2006.  Forpurposes of clarity, Employee and Employer hereby understand, acknowledge andagree that pursuant to the terms of such agreement(s) and/or plan(s), the30-day period in which Employee will be able to exercise any unexercised andunexpired Employer stock options will commence on August 30, 2006, the last dayof which Employee will be providing scheduled consulting services hereunder,and will terminate on September 30, 2006.”

3.                                     **No Other Changes.**  Except as specifically amended by thisAmendment, all other provisions of the Original Agreement shall remain in fullforce and effect.  This Amendment shallnot constitute or operate as a waiver of, or estoppel with respect to, anyprovisions of the Original Agreement by any party hereto.

4.                                     **Capitalized Terms.**  Capitalized terms not otherwise definedherein shall have the meanings ascribed to them in the Original Agreement, asin effect on the date hereof.

5.                                     **Counterparts**.  This Amendment may be executed in one or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same agreement.
| **ev3 Inc.**             | **Employee**         |
|--------------------------|----------------------|
| ** **               | ** **           |
| ** **               | ** **           |
| /s/ Patrick D.  Spangler |                 | /s/ Thomas C. Wilder III |   |
| By: Patrick D.  Spangler | Thomas C. Wilder III |
| Title: CFO               |                 |
|                     |                 |
| Date Signed:             | 7/25/06              |   | Date Signed: | 7/24/06 |   |
|                          |                      |  |  |  |  |  |  |  |

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**EXHIBIT A**

 

# **Descriptionof Consulting Services To Be Provided Prior to August 31, 2006**

·                  Attend threemeetings with Matthew Jenusaitis and certain other individuals, to bedetermined, to provide history and strategy regarding the UCAL/BSC global coillitigation;

·                  Attend onemeeting with Matthew Jenusaitis, Cecily Hines, and certain other individuals,to be determined, to provide history of the negotiations related to the Phenoxequity acquisition;

·                  Attend onemeeting with Jim Corbett and Matthew Jenusaitis to provide a retrospective onneurovascular product strategies;

·                  Attend onemeeting with Jim Corbett and Matthew Jenusaitis to provide an organizationalreview of key individuals in the **ev3**neurovascular division.

 

All Consulting Serviceslisted on this Exhibit A shall be provided by Employee in person on location atEmployer’s Irvine, California facility.

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