**Exhibit 10.1**

September 19, 2006

 

Mr. Dale A.Spencer

503 N. FerndaleRoad

Wayzata, MN 55391

Dear Dale:

The Board considers the operation of the Company to beof critical importance to the Parent Company and therefore the establishmentand maintenance of a sound and vital management team of the Company isessential to protecting and enhancing the best interests of the Parent Companyand its stockholders.  In thisconnection, the Board recognizes that the possibility of a Change in Control ofthe Parent Company may arise and that such possibility and the uncertainty andquestions which such transaction may raise among key management personnel ofthe Company and its subsidiaries could result in the departure or distractionof such management personnel to the detriment of the Parent Company and itsstockholders.

Accordingly, the Board has determined that appropriateactions should be taken to minimize the risk that Company management willdepart prior to a Change in Control of the Parent Company, thereby leaving theCompany without adequate management personnel during such a critical period,and to reinforce and encourage the continued attention and dedication of keymembers of Company’s management to their assigned duties without distraction incircumstances arising from the possibility of a Change in Control of the ParentCompany.  In particular, the Boardbelieves it important, should the Parent Company or its stockholders receive aproposal for transfer of control of the Parent Company that you be able to continueyour management responsibilities without being influenced by the uncertaintiesof your own personal situation.

The Board recognizes that continuance of your positionas a key consultant to the Subsidiary and a member of the Board involves asubstantial commitment in terms of your personal life and professional careerand the possibility of foregoing present and future career opportunities, forwhich the Subsidiary and the Company receives substantial benefits.  Therefore, to induce you to remain as a keyconsultant of the Subsidiary, this Agreement, which has been approved by theBoard, sets forth the benefits which the Company agrees will be provided to youin the event of a Change in Control of the Parent Company under thecircumstances described below.

# 1.             Definitions.  The following terms will have the meaning setforth below unless the context clearly requires otherwise.  Terms defined elsewhere in this Agreementwill have the same meaning throughout this Agreement.

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## (a)           “Affiliate”means with respect to any Person (within the meaning of Sections 13(d) and14(d) of the Securities Exchange Act of 1934, as amended) shall mean any otherPerson that, directly or indirectly through one or more intermediaries,controls, is controlled by or is under common control with such Person.

## (b)           “Agreement”means this letter agreement as amended, extended or renewed from time to timein accordance with its terms.

## (c)           “Benefit Plan”means any

### (i)            employee benefit planas defined in Section 3(3) of the Employee Retirement Income Security Act of1974, as amended;

### (ii)           cafeteria plandescribed in Code Section 125;

### (iii)          plan, policy or practiceproviding for paid vacation, other paid time off or short- or long-term profitsharing, bonus or incentive payments; or

### (iv)          stock option, stockpurchase, restricted stock, phantom stock, stock appreciation right or otherequity-based compensation plan that is sponsored, maintained or contributed toby the Company for the benefit of employees (and/or their families anddependents) generally or you (and/or your family and dependents) in particular,including, without limitation, any of the Stock Incentive Plans.

## (d)           “Board” meansthe board of directors of the Parent Company. On and after the date of a Change in Control, any duty of the Board inconnection with this Agreement is nondelegable and any attempt by the Board todelegate any such duty is ineffective.

## (e)           “Change in Control”  means any of the following:  (i) the sale, lease, exchange or othertransfer, directly or indirectly, of all or substantially all of the assets ofthe Parent Company, in one transaction or in a series of related transactions,to any Third Party; (ii) any Third Party, other than a “bona fide underwriter,”is or becomes the “beneficial owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities (x) representing 50% ormore of the combined voting power of the Parent Company’s outstandingsecurities ordinarily having the right to vote at elections of directors, or(y) resulting in such Third Party becoming an Affiliate of the Parent Company,including pursuant to a transaction described in clause (iii) below; (iii) theconsummation of any transaction or series of transactions under which theParent Company is merged or consolidated with any other company, other than amerger or consolidation which would result in the stockholders of the ParentCompany immediately prior thereto continuing to own (either by remainingoutstanding or by being converted into voting securities of the survivingentity) more than 50% of the combined voting power of the voting securities ofthe surviving entity outstanding immediately after such merger orconsolidation; or (iv) the Continuity Directors cease for any reason toconstitute at least a majority the Board. For purposes of this Section 1(e), a “Continuity Director” means anindividual who, as of date of this Agreement, is a member of the board ofdirectors of the Parent Company, and any other individual who becomes adirector subsequent to the as of date of this Agreement whose election, ornomination for election by the Parent Company’s stockholders, was approved by avote of at least a majority of the directors then comprising the ContinuityDirectors, but excluding for this purpose any individual whose initialassumption of office occurs as a result of an actual or threatened electioncontest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a person orentity other than the board of

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## directors ofthe Parent Company.  For purposes of thisSection 1(e), a “bona fide underwriter” means a Third Party engaged in businessas an underwriter of securities that acquires securities of the Parent Companythrough such Third Party’s participation in good faith in a firm commitmentunderwriting until the expiration of 40 days after the date of suchacquisition.  For the avoidance of doubt,Change in Control does not include any of the foregoing events occurring withrespect to the Subsidiary and this Agreement is not intended to be interpretedto provide any benefits to you upon a Change in Control of the Subsidiary.

## (f)            “Code” meansthe Internal Revenue Code of 1986, as amended from time to time.

## (g)           “Company” meansthe Parent Company, any Successor and any Affiliate.

## (h)            “Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time.

## (i)            “Parent Company”means****ev3 Inc., a Delaware corporation.

## (j)            “Subsidiary”means ev3 Endovascular, Inc.

## (k)           “Stock IncentivePlan” means (i) the ev3 LLC 2003 Incentive Plan, as amended, (ii) theev3 Inc. Amended and Restated 2005 Incentive Stock Plan, or (iii) any successoror additional stock option, stock award, or other incentive plans of the ParentCompany or Subsidiary.

## (l)            “Stock OptionAgreements” means in any of the non-statutory stock option agreements,incentive stock options agreements, restricted stock awards or other similaragreements you may have entered into with the Company pursuant to the StockIncentive Plans.

## (m)          “Successor” meansany Third Party that succeeds to, or has the ability to control (eitherimmediately or with the passage of time), the Parent Company’s or Subsidiary’s,as applicable, business directly, by merger, consolidation or other form ofbusiness combination, or indirectly, by purchase of the Parent Company’soutstanding securities entitling the holder thereof to be allocated a portionof the Parent Company’s net income, net loss or distributions or purchases ofthe Subsidiary’s outstanding securities ordinarily having the right to vote atthe election of directors or all or substantially all of its assets orotherwise.

## (n)           “Third Party”means any Person, other than the Parent Company, any Affiliate of the ParentCompany, or any Benefit Plan(s) sponsored by the Parent Company or anAffiliate.

# 2.             Term of Agreement.  This Agreement is effective immediately andwill continue in effect only so long as you remain as either a consultant tothe Subsidiary or board member of the Parent Company or Subsidiary or, iflater, until the date on which the Parent Company’s or Subsidiary’s obligationsto you arising under this Agreement have been satisfied in full.

# 3.             Stock OptionAcceleration.  In the event of aChange in Control, your then unvested, non-statutory stock options or otherstock awards granted to you by the Parent Company or Subsidiary under theapplicable Stock Option Agreements as of the Change in Control shall becomefully vested and immediately exercisable upon the closing of the Change inControl.

# 4.             Indemnification.  Following a Change in Control, the ParentCompany and the Subsidiary shall be jointly and severally responsible forindemnifying and advancing expenses to you to the full extent permitted by lawfor damages, costs and expenses (including, without limitation, judgments,fines,

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penalties, settlementsand reasonable fees and expenses of your counsel) incurred by you as a resultof your service to or status as an officer and employee with the Parent Companyor the Subsidiary or any other corporation, employee benefit plan or otherentity with whom you served at the request of the Parent Company or theSubsidiary prior to the Change in Control, provided that such damages, costsand expenses did not arise as a result of your gross negligence or willfulmisconduct.  The indemnification underthis Agreement shall be in addition to any similar obligation of the ParentCompany or the Subsidiary under any other separate agreement, or under the ParentCompany’s or Subsidiary’s Certificate of Incorporation or Bylaws, or as they beamended from time to time, provided however, you may only be reimbursed orrecover once for any such damages, costs and expenses, from whatever source.

# 5.             Binding Agreement.  This Agreement inures to the benefit of, andis enforceable by, you, your personal and legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees. If youdie after a Change in Control while any amount would still be payable to youunder this Agreement, all such amounts, unless otherwise provided in thisAgreement, will be paid in accordance with the terms of this Agreement to yourdevisee, legatee or other designee or, if there be no such designee, to yourestate.

# 6.             Notices.  For the purposes of this Agreement, noticesand other communications provided for in this Agreement must be in writing andwill be deemed to have been duly given when personally delivered or when mailedby United States registered or certified mail, return receipt requested,postage prepaid and addressed to each party’s respective address set forth onthe first page of this Agreement, or to such other address as either party mayhave furnished to the other in writing in accordance with these provisions,except that notice of change of address will be effective only upon receipt.

# 7.             Disputes.  If you so elect, any dispute, controversy orclaim arising under or in connection with this Agreement will be heard andsettled exclusively by binding arbitration administered by the AmericanArbitration Association in Minneapolis, Minnesota before a single arbitrator inaccordance with the Commercial Arbitration Rules of the American ArbitrationAssociation then in effect.  Judgment maybe entered on the arbitrator’s award in any court having jurisdiction;provided, that you may seek specific performance in a court of competentjurisdiction of your right to receive benefits until the Date of Terminationduring the pendency of any dispute or controversy arising under or inconnection with this Agreement.  If anydispute, controversy or claim for damages arising under or in connection withthis Agreement is settled by arbitration, the Company and the Subsidiary willbe jointly and severally responsible for paying, or if elected by you, reimbursing,all fees, costs and expenses incurred by you related to such arbitration.  If you do not elect arbitration, you maypursue all available legal remedies.  TheCompany and the Subsidiary will be jointly and severally responsible forpaying, or if elected by you, reimbursing you for, all fees, costs and expensesincurred by you in connection with any actual, threatened or contemplatedlitigation relating to this Agreement to which you are or reasonably expect tobecome a party, whether or not initiated by you, if but only if you aresuccessful in recovering any benefit under this Agreement as a result of suchlegal action.  The parties agree that anylitigation arising under or in connection with this Agreement must be broughtin a court of competent jurisdiction in the State of Minnesota, and bothparties hereby consent to the exclusive jurisdiction of said courts for thispurpose and agree not to assert that such courts are an inconvenientforum.  Neither the Parent Company northe Subsidiary will assert in any dispute or controversy with you arising underor in connection with this Agreement your failure to exhaust administrativeremedies.

# 8.             Related Agreements.  To the extent that any provision of any otherBenefit Plan or agreement between the Parent Company and you or the Subsidiaryand you limits, qualifies or is inconsistent with any provision of thisAgreement, the provision of this Agreement will control. Nothing in thisAgreement prevents or limits your continuing or future participation in, and rightsunder, any Benefit Plan provided by the Parent Company or the Subsidiary andfor which you may qualify.  Amounts whichare vested

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# benefits or to which youare otherwise entitled under any Benefit Plan or other agreement with theParent Company or the Subsidiary at or subsequent to the Date of Terminationwill be payable in accordance with the terms thereof.  Furthermore, nothing in this Agreement willprevent the Parent Company, the Subsidiary or the Successor to the ParentCompany or the Subsidiary from seeking enforcement of and damages arising underany confidentiality, invention assignment or non-competition provision orbreach thereof contained in any other agreement with the Parent Company or theSubsidiary or any Successor to the Parent Company or the Subsidiary.

# 9.             No Employment orService Contract.  Nothing in thisAgreement is intended to provide you with any right to continue to provideservices to the Subsidiary in any capacity for any period of specific durationor interfere with or otherwise restrict in any way your rights or the rights ofthe Subsidiary, which rights are hereby expressly reserved by each, toterminate your services at any time for any reason or no reason whatsoever,with or without cause.

# 10.           Survival.  The respective obligations of, and benefitsafforded to, the Parent Company, the Subsidiary and you which by their expressterms or clear intent survive termination of your employment with theSubsidiary or termination of this Agreement, as the case may be, will survive terminationof your employment with the Subsidiary or termination of this Agreement, as thecase may be, and will remain in full force and effect according to their terms.

# 11.           Miscellaneous.  No provision of this Agreement may bemodified, waived or discharged other than in a writing signed by you, theParent Company and the Subsidiary.  Nowaiver by any party to this Agreement at any time of any breach by anotherparty of any provision of this Agreement will be deemed a waiver of any otherprovisions at the same or at any other time. This Agreement reflects the final and complete agreement of the partiesand supersedes all prior and simultaneous agreements with respect to thesubject matter hereof, including without limitation any change in control orsimilar agreement between any past, current or future Affiliate of the ParentCompany or the Subsidiary and you.  ThisAgreement will be governed by and construed in accordance with the laws of theState of Delaware (without regard to the conflict of laws principles of anyjurisdiction).  The invalidity orunenforceability of all or any part of any provision of this Agreement will notaffect the validity or enforceability of the remainder of such provision or ofany other provision of this Agreement. This Agreement may be executed in several counterparts, each of whichwill be deemed an original, but all of which together will constitute one andthe same instrument.

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If this letter correctly sets forth our agreement onthe subject matter discussed above, kindly sign and return to the Company theenclosed copy of this letter which will then constitute our agreement on thissubject.

Sincerely,
| **ev3 Inc.**                                                   |                           |
|----------------------------------------------------------------|--------------------------------|
|                                                           |                           |
| By:                                                            | /s/ James M.  Corbett          |   |   |
|                                                           | Name: James M.  Corbett        |   |
|                                                           | Title: President  and CEO      |   |
|                                                           |                           |   |
|                                                           |                           |   |
| **ev3  Endovascular, Inc.**                                    | ** **                     |
| ** **                                                     | ** **                     | ** ** |
| By:                                                            | /s/ Patrick D.  Spangler       |   |   |
|                                                           | Name: Patrick D.  Spangler     |   |
|                                                           | Title: Vice  President and CFO |   |
|                                                           |                           |
|                                                           |                           |
| Agreed to and  Accepted as of this 22nd day of September, |
| 2006.                                                          |                           |
|                                                           |                           |
| /s/ Dale A.  Spencer                                           |                           |   |
|                                                           |                           |   |
| Dale A. Spencer                                                |                           |
|                                                                |                                |  |  |  |  |  |

 

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