**Exhibit10.6**

[ev3 Letterhead]

April 3, 2006

Matthew Jenusaitis1123 Hampton CourtEncinitas, CA 92024

Dear Matthew:

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 tocontinue your management responsibilities without being influenced by theuncertainties of your own personal situation.

The Board recognizes that continuance of your positionwith the Subsidiary involves a substantial commitment to the Company in termsof your personal life and professional career and the possibility of foregoingpresent and future career opportunities, for which the Company receivessubstantial benefits.  Therefore, toinduce you to remain in the employ of the Subsidiary, this Agreement, which hasbeen approved by the Board, sets forth the benefits which the Company agreeswill be provided to you in the event your employment with the Subsidiary or itssuccessor is terminated in connection with a Change in Control of the ParentCompany under the circumstances 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.

## (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.

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

## (c)                                  “BasePay” means your annual base salary from the Subsidiary at the rate ineffect immediately prior to a Change in Control or at the time Notice ofTermination is given, whichever is greater. Base Pay includes only regular cash salary and is determined before anyreduction for deferrals pursuant to any nonqualified deferred compensation planor arrangement, qualified cash or deferred arrangement or cafeteria plan.

## (d)                                 “BenefitPlan” means any

### (i)                                     employeebenefit plan as defined in Section 3(3) of the Employee Retirement IncomeSecurity Act of 1974, as amended;

### (ii)                                  cafeteriaplan described in Code Section 125;

### (iii)                               plan,policy or practice providing for paid vacation, other paid time off or short-or long-term profit sharing, bonus or incentive payments; or

### (iv)                              stockoption, stock purchase, restricted stock, phantom stock, stock appreciationright or other equity-based compensation plan that is sponsored, maintained orcontributed to by the Company for the benefit of employees (and/or theirfamilies and dependents) generally or you (and/or your family and dependents)in particular, including, without limitation, any of the Stock Incentive Plans.

## (e)                                  “BonusPlan Payment” means the full amount of the annual target bonus paymentwhich is payable by the Subsidiary to you pursuant to the Subsidiary’scompany-wide bonus plan or equivalent plan of the Successor,  based on the assumption that all of theannual performance milestones will have been satisfied for such year.

## (f)                                    “Board”means the board of directors of the Parent Company.  On and after the date of a Change in Control,any duty of the Board in connection with this Agreement is nondelegable and anyattempt by the Board to delegate any such duty is ineffective.

## (g)                                 “Cause”means: (i) your gross misconduct; (ii) your willful and continued failure toperform substantially your duties with the Subsidiary (other than a failureresulting from your incapacity due to bodily injury or physical or mentalillness) after a demand for substantial performance is delivered to you by thechair of the Board which specifically identifies the manner in which you havenot substantially performed your duties and provides for a reasonable period oftime within which you may take corrective measures; or (iii) your conviction(including a plea of nolo contendere) of willfully engaging in illegal conductconstituting a felony or gross misdemeanor under federal or state law which ismaterially and demonstrably injurious to the Subsidiary or which impairs yourability to perform substantially your duties for the Subsidiary.  An act or failure to act will be considered“gross” or “willful” for this purpose only if done, or omitted to be done, byyou in bad faith and without reasonable belief that it was in, or not opposedto, the best interests of the Subsidiary. Any act, or failure to act, based upon authority given pursuant to aresolution duly adopted by the Subsidiary’s Board (or a committee thereof) orbased upon the advice of counsel for the Subsidiary will be conclusivelypresumed to be done, or omitted to be done, by you in good faith and in thebest interests of the Subsidiary. Notwithstanding the foregoing, you may not be terminated for Causeunless and until there has

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## been deliveredto you a copy of a resolution duly adopted by the affirmative vote of not lessthan a majority of the entire membership of the Board at a meeting of the Boardcalled and held for the purpose (after reasonable notice to you and anopportunity for you, together with your counsel, to be heard before the Board),finding that in the good faith opinion of the Board you were guilty of theconduct set forth above in clauses (i), (ii) or (iii) of this definition andspecifying the particulars thereof in detail.

## (h)                                 “Changein Control”  means any of thefollowing:  (i) the sale, lease, exchangeor other transfer, directly or indirectly, of all or substantially all of theassets of the Parent Company, in one transaction or in a series of relatedtransactions, to any Third Party; (ii) any Third Party, other than a “bona fideunderwriter,” is or becomes the “beneficial owner” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of securities (x) representing50% or more 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 to constituteat least a majority the Board.  Forpurposes of this Section 1(h), a “Continuity Director” means an individual who,as of date of this Agreement, is a member of the board of directors of theParent Company, and any other individual who becomes a director subsequent tothe as of date of this Agreement whose election, or nomination for election bythe Parent Company’s stockholders, was approved by a vote of at least amajority of the directors then comprising the Continuity Directors, butexcluding for this purpose any individual whose initial assumption of officeoccurs as a result of an actual or threatened election contest with respect tothe election or removal of directors or other actual or threatened solicitationof proxies or consents by or on behalf of a person or entity other than theboard of directors of the Parent Company. For purposes of this Section 1(h), a “bona fide underwriter” means aThird Party engaged in business as an underwriter of securities that acquiressecurities of the Parent Company through such Third Party’s participation ingood faith in a firm commitment underwriting until the expiration of 40 daysafter the date of such acquisition.  Forthe avoidance of doubt, Change in Control does not include any of the foregoingevents occurring with respect to the Subsidiary, and this Agreement is notintended to be interpreted to provide any benefits to you upon a Change inControl of the Subsidiary.

## (i)                                     “Code”means the Internal Revenue Code of 1986, as amended from time to time.

## (j)                                     “Company”means the Parent Company, any Successor and any Affiliate.

## (k)                                  “Dateof Termination” following a Change in Control (or prior to a Change inControl if your termination was either a condition of the Change in Control orwas at the request or insistence of any Third Party relating the Change inControl) means: (i) if your employment is to be terminated by you for GoodReason, the date specified in the Notice of Termination which in no event maybe a date more than 15 days after the date on which Notice of Termination isgiven unless the Company agrees in writing to a later date; (ii) if youremployment is to be terminated by the Subsidiary for Cause, the date specifiedin the Notice of Termination; (iii) if your employment is terminated by reasonof your death, the date of your death; or (iv) if your

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## employment isto be terminated by the Subsidiary for any reason other than Cause or yourdeath, the date specified in the Notice of Termination, which in no event maybe a date earlier than 15 days after the date on which a Notice of Terminationis given, unless you expressly agree in writing to an earlier date.  In the case of termination by the Subsidiaryof your employment for Cause, then within the 30 days after your receipt of theNotice of Termination, you may notify the Subsidiary that a dispute existsconcerning the termination, in which event the Date of Termination will be thedate set either by mutual written agreement of the parties or by the judge orarbitrator in a proceeding as provided in Section 9 of this Agreement.  In all cases, your termination of employmentmust constitute a “separation from service” within the meaning of Section 409Aof the Code.

## (l)                                     “ExchangeAct” means the Securities Exchange Act of 1934, as amended from time totime.

## (m)                               “GoodReason” means:

### (i)                                     asubstantial change in your status, position(s), duties or responsibilities asan executive of the Subsidiary as in effect immediately prior to the Change inControl which, in your reasonable judgment, is adverse with respect to any ofthe foregoing; provided, however, that Good Reason does not include a change inyour status, position(s), duties or responsibilities caused by an inadvertentaction that is remedied by the Subsidiary promptly after receipt of notice ofyour objection to such change, and it also being agreed that small andinsubstantial changes will not be considered Good Reason unless the changes intotality would be substantial;

### (ii)                                  areduction by the Subsidiary in your Base Pay, a material change in the annualBonus Plan Payment expectations, or an adverse change in the form or timing ofthe payments thereof, as in effect immediately prior to the Change in Controlor as thereafter increased;

### (iii)                               thefailure by the Subsidiary to cover you under Benefit Plans that, in theaggregate, provide substantially similar benefits to you and/or your family anddependents at a substantially similar total cost to you (e.g., premiums,deductibles, co-pays, out of pocket maximums, required contributions and thelike) relative to the benefits and total costs under the Benefit Plans in whichyou (and/or your family or dependents) were participating at any time duringthe 90-day period immediately preceding the Change in Control;

### (iv)                              theSubsidiary’s requiring you to be based more than 50 miles from where youroffice is located immediately prior to the Change in Control, except forrequired travel on the Subsidiary’s business;

### (v)                                 thefailure by the Subsidiary or the Parent Company to obtain from any Successorthe assent to this Agreement as soon as reasonably practicable in thecircumstances and in any event within the times required by Section 6 hereof;or

### (vi)                              anypurported termination by the Subsidiary of your employment that is not properlyeffected pursuant to a Notice of Termination and pursuant to any otherrequirements of this Agreement, and, for purposes of this Agreement, no suchpurported termination will be effective.

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### Your continuedemployment does not constitute consent to, or waiver of any rights arising inconnection with, any circumstances constituting Good Reason.  Your termination of employment for GoodReason as defined in this Section 1(m) will constitute Good Reason for allpurposes of this Agreement notwithstanding that you may also thereby be deemedto have retired under any applicable retirement programs of the Subsidiaryand/or Parent Company.

## (n)                                 “Noticeof Termination” means a written notice (except in the case of a deemedNotice of Termination pursuant to Section 3(a) hereafter) given on or after thedate of a Change in Control (unless your termination before the date of theChange in Control was either a condition of the Change in Control or was at therequest or insistence of any Third Party related to the Change in Control)which indicates the specific termination provision in this Agreement pursuantto which the notice is given.  Anypurported termination by the Subsidiary or by you for Good Reason on or afterthe date of a Change in Control (or before the date of a Change in Control ifyour termination was either a condition of the Change in Control or was at therequest or insistence of any Third Party related to the Change in Control) mustbe communicated by written Notice of Termination to be effective; provided,that your failure to provide Notice of Termination will not limit any of yourrights under this Agreement except to the extent the Company demonstrates thatit suffered material actual damages by reason of such failure.

## (o)                                 “ParentCompany” means****ev3 Inc., aDelaware corporation.

## (p)                                 “Subsidiary”means Micro Therapeutics, Inc., a Delaware corporation.

## (q)                                 “StockIncentive Plan” means (i) the ev3 LLC 2003 Incentive Plan, as amended, (ii)the ev3 Inc. Amended and Restated 2005 Incentive Stock Plan or (iii) anysuccessor or additional stock option, stock award, or other incentive plans ofthe Parent Company or Subsidiary.

## (r)                                    “StockOption Agreements” means in any of the non-statutory stock optionagreements, incentive stock options agreements, restricted stock awards orother similar agreements you may have entered into with the Company pursuant tothe Stock Incentive Plans.

## (s)                                  “Successor”means any Third Party that succeeds to, or has the ability to control (eitherimmediately or with the passage of time), the Parent Company’s or theSubsidiary’s, as applicable, business directly, by merger, consolidation orother form of business combination, or indirectly, by purchase of the ParentCompany’s outstanding securities entitling the holder thereof to be allocated aportion of the Parent Company’s net income, net loss or distributions orpurchases of the Subsidiary’s outstanding securities ordinarily having theright to vote at the election of directors or all or substantially all of itsassets or otherwise

## (t)                                    “ThirdParty” means any Person, other than the Parent Company, any Affiliate ofthe Parent Company, or any Benefit Plan(s) sponsored by the Parent Company oran Affiliate.

# 2.                                       Termof Agreement.  This Agreement iseffective immediately and will continue in effect only so long as you remainemployed by the Subsidiary or, if later, until the date on which theSubsidiary’s obligations to you arising under this Agreement have beensatisfied in full.  Notwithstanding theforegoing, this Agreement shall terminate immediately in the event, prior to aChange in Control, either the Subsidiary ceases to be an Affiliate of theParent Company or sells all or substantially all of its assets, in one or aseries of related transactions, to a Third Party.

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# 3.                                       Benefitsupon a Change in Control.  You willbecome entitled to the benefits described in this Section 3 as of the date of aChange in Control.

## (a)                                  Asof the date of such Change in Control, the Company and the Subsidiary will bejointly and severally responsible for paying to you all of the Base Pay owedthrough such date and a pro rata portion of your Bonus Plan Payment based uponthe number of months in the current year which you have worked prior to thedate of the Change in Control, assuming for this Section 3(a) that you haveworked the full month of the month in which the Change in Control occurs.

## (b)                                 Thefollowing terms shall control notwithstanding any conflicting terms containedin any employment agreement, or Stock Option Agreements.  In addition to the payments under Section3(a), you will be entitled to the following:

### (i)                                     CashPayments.  At the date of the Changein Control, if you have not been made a written offer of employment with theSuccessor, or received written confirmation for continued employment with theSubsidiary if it survives the Change in Control, on terms substantiallyidentical to your current employment terms, including the benefits set forthherein, for any reason whatsoever, then you shall be deemed to have received aNotice of Termination effective on the date of the Change in Control and nolater than 10 days after your Date of Termination, the Company and theSubsidiary (and any Successor thereto) will be jointly and severallyresponsible for making a lump sum payment to you equal to 12 months of yourthen current Base Pay, and the full amount of a Bonus Plan Payment for the next12 months, determined by assuming for this purpose that such Bonus Plan Paymentamount is equal to your Bonus Plan Payment for the current year.  ** ** Furthermore, if you elect to accept the offerof employment with the Successor or continue your employment with theSubsidiary, as the case may be, as provided for above, the Successor orCompany, as the case may be, shall be then obligated to make a lump sum cashpayment to you within 10 days after your Date of Termination equal to 12 monthsof your then current Base Pay and the full annualized amount due under yourthen current Bonus Plan Payment commitment which is payable within the next 12months, in the event any time within the first 24 months of such new employmentrelationship after the Change in Control, either (A) your employment isterminated by the Successor or the Company, as the case may be, for any reasonother than your death or Cause, or (B) you terminate your employment with theSuccessor or the Company for Good Reason. If you decline the offer of employment herein, no further benefitspursuant to Section 3(b)(i), (ii) or (iii) will be payable.

### (ii)                                  GroupHealth Plans.  During theContinuation Period (as defined below), the Company and the Subsidiary (and anySuccessor thereto) will be jointly and severally responsible for either (A)maintaining a group health plan(s) which by its terms covers you (and yourfamily members and those dependents eligible to be covered during the 90 daysimmediately preceding a Change in Control) under the same or similar terms asprovided to you during the 90 days immediately preceding such Change in Control(without regard to any reduction in such benefits that constitutes GoodReason), or (B) providing comparable medical benefits pursuant to analternative arrangement, such as an individual medical insurance contract.  The “Continuation Period” is the periodbeginning on your Date of Termination, whether such date is at or prior to theChange in Control as provided for in the definition of Change in Control orwithin 12 months after accepting employment with the Successor or theSubsidiary, as the case may be, as provided for in Section 3(b)(i) above, andending on the earlier of (A) the last day of the 18th month that

 

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### begins after your Date of Termination or (B) the date on which youfirst become eligible to participate as an employee in a plan of anotheremployer providing group health benefits to you and your eligible familymembers and dependents.  If you timelyelect continued coverage under such group health plan(s) pursuant to Section4980B of the Internal Revenue Code of 1986 and Part 6 of Subtitle B of Title Iof the Employee Retirement Income Security Act of 1974, as amended (“COBRA”),in accordance with ordinary plan practices, for the Continuation Period, theCompany will reimburse you on an income tax grossed-up basis for a portion ofthe amount you pay for such COBRA continuation coverage (or if COBRA coverageis not available, such alternative medical coverage), so that on an after-taxbasis you are paying the amount you paid (or would have paid) for the samelevel of coverage prior to the Change in Control.  In order to receive reimbursements pursuant tothis section, you must comply with any reimbursement policies and proceduresspecified by the Company.

### (iii)                               Gross-UpPayments.  Following a Change inControl, if the Subsidiary’s independent auditors determine that any payment ordistribution by the Parent Company and/or the Subsidiary to you (the“Payments”) will result in an excise tax imposed by Code Section 4999 or anycomparable state or local law, or any interest or penalties with respectthereto, the Company and the Subsidiary (and any Successor thereto) will beresponsible for making an additional cash payment (a “Gross-Up Payment”) to youwithin 10 days after such determination equal to an amount such that, afterpayment by you of all taxes (including any interest or penalties imposed withrespect to such taxes), including any excise tax, imposed upon the Gross-UpPayment, you would retain an amount of the Gross-Up Payment equal to the excisetax imposed upon the Payments.  You willprovide the Successor or the Company with a written certification that you willpay all taxes due on the Payments and the Gross-Up Payment.  The Gross-Up Payment will be made not laterthan the March 15 following the calendar year in which the payment giving riseto the Gross-Up Payment is received by you.

### (iv)                              OutplacementServices.  In the event any lump sumpayments are made to you pursuant to Section 3(b)(i), the Company shall thenprovide you with up to $20,000 of reasonable outplacement services actuallyincurred by you and directly related to your termination of employment underSection 3(b)(i), including outplacement consultant’s services, travel and hotelexpense reimbursements, office expense reimbursements or similar costs youincur in seeking and obtaining new employment, the allocation of which amongthe categories to be within your sole discretion, provided, however, suchexpenses must be incurred by you and reimbursed hereunder no later than theDecember 31 of the second calendar year following the calendar year in whichyour termination of employment occurs. You will be required to provide receipts or invoices for the costs andexpenses incurred under this Section 3(b)(iv).

# 4.                                       StockOption Acceleration.  In the event ofa Change in Control, if the acquiring entity or Successor does not assume orreplace the unvested stock options or stock awards then granted to you pursuantto any of the Stock Incentive Plans, the vesting schedules under the applicableStock Option Agreements will be accelerated and all such stock options willbecome fully vested and immediately exercisable upon the closing of the Changein Control.  Furthermore, even if theStock Options Agreements are assumed or replaced with substantially similarstock options, if you are not offered employment by the Successor or continuedemployment with the Company or if your employment is subsequently terminatedunder circumstances in which you will receive a lump sum cash payment

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# pursuant toSection 3(b)(i) hereof, your then unvested stock options as of the Change inControl or Date of Termination, as the case may be, shall become fully vestedand immediately exercisable.

# 5.                                       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, penalties, settlements and reasonable fees and expenses of your counsel)incurred by you as a result of your service to or status as an officer andemployee with the Parent Company or the Subsidiary or any other corporation,employee benefit plan or other entity with whom you served at the request ofthe Parent Company or the Subsidiary prior to the Change in Control, providedthat such damages, costs and expenses did not arise as a result of your grossnegligence or willful misconduct.  Theindemnification under this Agreement shall be in addition to any similarobligation of the Parent Company or the Subsidiary under any other separateagreement, or under the Parent Company’s Operating Agreement or theSubsidiary’s Certificate of Incorporation or Bylaws, or as they be amended fromtime to time, provided however, you may only be reimbursed or recover once forany such damages, costs and expenses, from whatever source.

# 6.                                       Successors.  The Parent Company will seek to have anySuccessor to the Parent Company, by agreement in form and substancesatisfactory to you, assume and assent to the fulfillment by such Successor ofthe Parent Company’s obligations under this Agreement.  Failure of the Parent Company to obtain suchassent and assumption at least three (3) business days prior to the time aThird Party becomes a Successor (or where the Parent Company does not have atleast three (3) business days’ advance notice that a Third Party may become aSuccessor, within one (1) business day after having notice that such ThirdParty may become or has become a Successor) will constitute Good Reason fortermination by you of your employment. The date on which any such succession becomes effective will be deemedthe Date of Termination, and Notice of Termination will be deemed to have beengiven to you on that date.  A Successorhas no rights, authority or power with respect to this Agreement prior to aChange in Control.

# 7.                                       BindingAgreement.  This Agreement inures tothe benefit of, and is enforceable by, you, your personal and legalrepresentatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If you die after a Change in Control while any amountwould still be payable to you under this Agreement, all such amounts, unlessotherwise provided in this Agreement, will be paid in accordance with the termsof this Agreement to your devisee, legatee or other designee or, if there be nosuch designee, to your estate.

# 8.                                       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.

# 9.                                       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

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# Agreement issettled by arbitration, the Company and the Subsidiary will be jointly andseverally 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.

# 10.                                 RelatedAgreements.  To the extent that anyprovision of any other Benefit Plan or agreement between the Parent Company andyou or the Subsidiary and you limits, qualifies or is inconsistent with anyprovision of this Agreement, the provision of this Agreement will control.Nothing in this Agreement prevents or limits your continuing or futureparticipation in, and rights under, any Benefit Plan provided by the ParentCompany or the Subsidiary and for which you may qualify.  Amounts which are vested benefits or to whichyou are 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.

# 11.                                 NoEmployment or Service Contract. Nothing in this Agreement is intended to provide you with any right tocontinue in the employ of the Subsidiary for any period of specific duration orinterfere with or otherwise restrict in any way your rights or the rights ofthe Subsidiary, which rights are hereby expressly reserved by each, toterminate your employment at any time for any reason or no reason whatsoever, withor without cause.

# 12.                                 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 survivetermination of your employment with the Subsidiary or termination of thisAgreement, as the case may be, and will remain in full force and effectaccording to their terms.

# 13.                                 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 another partyof 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

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# executed inseveral counterparts, each of which will be deemed an original, but all ofwhich together will constitute one and the same instrument.

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: CEO |
|       |                                                       |   |
| ** ** | **Micro  Therapeutics, Inc.**                              |
| ** ** | ** **                                                 |
|       | By:                                                        | /s/ James M.  Corbett |   |
|       |                                                       | Name: |
|       |                                                       | Title: |
|       |                                                       |   |
|       |                                                       |   |
|       | Agreed to and Accepted as of this 3rd day of April,  2006: |
|       |                                                       |
|       | /s/ Matthew Jenusaitis                                     |   |
|            |                                                            |  |  |  |  |

 

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