Exhibit 10.6
 FORM OF
ev3 INC. SECOND AMENDED AND RESTATED
2005 INCENTIVE STOCK PLAN
STOCK GRANT CERTIFICATE
 (Talent Acquisition, Special Recognition or Performance Recognition Grant)
(Grade 6 or Higher)
 [  ] [  ], [  ]
 ev3 INC.By:Name:Title: TERMS AND CONDITIONS
 § 1. Plan and Stock Grant Certificate .
 § 2. Stockholder Status .




---



##### 



§ 3. Vesting and Forfeiture .
 (a)
    
    Vesting. Subject to § 3(b), Grantees interest in the
Stock subject to this Stock Grant shall become nonforfeitable as follows:
 (1)
    
    Grantees interest in [] of the shares
of Stock subject to this Stock Grant shall become nonforfeitable on
November 15, 20___, so long as Grantee continuously provides services to
the Company or its Affiliates (whether as an employee or as a
consultant) through such date;(2)
    
    Grantees interest in an additional []
of the shares of Stock subject to this Stock Grant shall become
nonforfeitable on November 15, 20___, so long as Grantee continuously
provides services to the Company or its Affiliates (whether as an
employee or as a consultant) through such date;(3)
    
    Grantees interest in an additional []
of the shares of Stock subject to this Stock Grant shall become
nonforfeitable on November 15, 20___, so long as Grantee continuously
provides services to the Company or its Affiliates (whether as an
employee or as a consultant) through such date; and(4)
    
    Grantees interest in all remaining shares of
Stock subject to this Stock Grant shall become nonforfeitable on
November 15, 20___, so long as Grantee continuously provides services to
the Company or its Affiliates (whether as an employee or as a
consultant) through such date.
 (b)
    
    Forfeiture. If Grantees continuous service
relationship (including service as an employee and as a consultant) with the
Company and its Affiliates terminates for any reason whatsoever before his or
her interest in all of the shares of Stock subject to this Stock Grant have
become nonforfeitable under § 3(a), then he or she shall (except as provided in
§ 14 of the Plan) forfeit all of the shares of Stock subject to this Stock
Grant except those shares in which he or she has (pursuant to § 3(a)) a
nonforfeitable interest on the date Grantees service relationship with the
Company and its Affiliates so terminates.
 2




---



##### 



§ 4. Issuance of Shares .
 § 5. Nontransferable .
 § 6. Other Laws .
 § 7. Taxes .
 (a)
    
    Generally. Grantee is ultimately liable and
responsible for all U.S. federal income and other taxes, including any state,
local or non-U.S. income or employment tax obligation, that may be owed by
Grantee in connection with this Stock Grant and the underlying shares of Stock,
regardless of any action the Company or any of its Subsidiaries takes or any
transaction pursuant to this § 7 with respect to any tax withholding
obligations that arise in connection with this Stock Grant. As a condition and
term of this Stock Grant, no election under Section 83(b) of the Code may be
made by Grantee or any other person with respect to all or any portion of this
Stock Grant. The Company makes no representation or undertaking regarding the
treatment of any tax withholding in connection with the grant, issuance and
vesting of this Stock Grant or the subsequent sale of any of the shares of
Stock underlying this Stock Grant that vest. The Company does not commit and is
under no obligation to structure this Stock Grant to reduce or eliminate
Grantees tax liability.(b)
    
    Payment of Withholding Taxes. Grantee will be subject
to U.S. federal and state income and other tax withholding requirements on
 3




---



##### 



one or more dates (generally, the date or dates that shares of Stock
underlying this Stock Grant vest or become nonforfeitable pursuant to § 3(a)
of this Stock Grant) determined by applicable law (any such date, the
Taxable Date). Grantee will be solely responsible for the payment of all
U.S. federal income and other taxes, including any state, local or non-U.S.
income or employment tax obligation that may be related to this Stock Grant
and the underlying shares of Stock, including any such taxes that are
required to be withheld and paid over to the applicable tax authorities
(each such instance, a Tax Withholding Obligation). Grantee will be
responsible for the satisfaction of each such Tax Withholding Obligation in
a manner acceptable to the Company in its sole discretion. [Note: If date
of grant of this Stock Grant is during a quarterly or other blackout period
or if Grantee is in possession of material nonpublic information at time of
grant, delete clauses (1) through (3) below and insert the following
language. Otherwise, delete the following bracketed sentence][Grantees
acceptance of this Stock Grant constitutes Grantees agreement to execute
and deliver to the Company a Tax Withholding Payment Authorization in
substantially the form attached as Exhibit A to this Stock Grant. In the
event Grantee has not executed and delivered to the Company the Tax
Withholding Payment Authorization prior a Taxable Date, Grantee by
acceptance of this Stock Grant authorizes the Company to withhold from the
shares of Stock underlying this Stock Grant the whole number of shares of
Stock with a value equal to the Fair Market Value of the shares of Stock on
such Taxable Date or the first trading day before the Taxable Date,
sufficient to satisfy the applicable Tax Withholding Obligation. Grantee
acknowledges by acceptance of this Stock Grant that the withheld shares of
Stock may not be sufficient to satisfy Grantees Tax Withholding Obligation.
Accordingly, Grantee agrees by acceptance of this Stock Grant to pay to the
Company as soon as practicable (immediately, if the Grantee is an executive
officer of the Company), including through payroll withholding, any amount
of the Tax Withholding Obligation that is not satisfied by the withholding
of shares of Stock described above.]
 (1)
    
    By Sale of Shares. Grantees acceptance
of this Stock Grant constitutes Grantees instructions and
authorization to the Company and any brokerage firm determined
acceptable to the Company for such purpose to sell on Grantees behalf
a whole number of shares of Stock from those shares of Stock underlying
the Stock Grant as indicated below in clauses (a) through (d) or as the
Company determines to be appropriate to generate cash proceeds
sufficient to satisfy each applicable Tax Withholding Obligation, and
to transfer that
 4




---



##### 



amount of proceeds from the sale of such shares of Stock as is
sufficient to satisfy each applicable Tax Withholding Obligation from
Grantees securities account established with the Companys
designated brokerage service provider for its Stock Grants to any
account held in the name of the Company. Prior to any such sales of
Stock by the brokerage firm on behalf of Grantee, the Company will
communicate to such brokerage firm the amount of cash proceeds that
must be generated by such sales of Stock to satisfy the applicable
Tax Withholding Obligation. Such shares of Stock (and any additional
shares as indicated in clauses (a) through (d) below), will be sold
automatically by the brokerage firm on behalf of Grantee on each
Taxable Date or as soon thereafter as practicable in accordance with
Grantees instructions hereby to sell such shares. Grantee will be
responsible for all brokers fees and other costs of sale, which fees
and costs may be deducted from the proceeds of such sales of shares
of Stock, and Grantee agrees to indemnify and hold the Company and
any brokerage firm selling such shares of Stock harmless from any
losses, costs, damages or expenses relating to such sales. Grantee
covenants to execute any such documents as are requested by any
brokerage firm selling such shares and payment of the tax obligations
to the Company. To the extent the proceeds of such sales exceed
Grantees Tax Withholding Obligation at any given time, such excess
cash will be deposited into Grantees securities account established
with the Companys designated brokerage firm. Such shares of Stock
will be sold through the Companys designated brokerage firm at
market prices; however the price Grantee receives will reflect a
weighted average sales price based on the sales price of shares of
Stock on behalf of Grantee and others for whom the designated
brokerage firm may be selling shares on the relevant day(s), and
Grantee acknowledges that the Company or its designee is under no
obligation to arrange for such sales at any particular price, and
that the proceeds of such sales may not be sufficient to satisfy
Grantees Tax Withholding Obligation. Accordingly, Grantee agrees to
pay to the Company as soon as practicable (immediately, if the
Grantee is an executive officer of the Company), including through
payroll withholding, any amount of the Tax Withholding Obligation
that is not satisfied by the sales of shares of Stock described
below. Unless otherwise authorized by the Company in its sole
discretion, the sales of shares of Stock on behalf of Grantee and in
accordance with Grantees instructions
 5




---



##### 



hereby will be the primary method used by the Company to satisfy each
applicable Tax Withholding Obligation. By acceptance of this Stock
Grant, Grantee:
 (a)
    
    hereby instructs the Companys
designated brokerage firm to sell on Grantees behalf on
 [Insert first vesting date](or as soon thereafter
as reasonably practicable):Instructions to Grantee: Check one of the three
boxes below and insert either a percentage or a fixed number
of shares if you check one of the first two boxes below.Percentage of Underlying Vested Shares:o ___% of the shares of Stock underlying the Stock Grant
and vesting as of the vesting date indicated above (rounded
up to a whole number of shares); provided, however, that if
such percentage represents less than that number of shares as
the Company determines to be appropriate to generate
sufficient cash proceeds to satisfy the applicable Tax
Withholding Obligation, the Companys designated brokerage
firm shall sell such higher number of shares as determined by
the Company to be appropriate.Fixed Number of Underlying Vested Shares:o  of the shares of Stock underlying the Stock
Grant and vesting as of the vesting date indicated above;
provided, however, that if such number of shares represents
less than that number of shares as the Company determines to
be appropriate to generate sufficient cash proceeds to
satisfy the applicable Tax Withholding Obligation, the
Companys designated brokerage firm shall sell such higher
number of shares as determined by the Company to be
appropriate.Minimum Number of Underlying Vested Shares As Determined
by the Company:o That number of whole number of shares of Stock from
those shares of Stock underlying the Stock Grant as the
Company determines to be
 6




---



##### 



appropriate as evident by the Companys instructions to the
brokerage firm of the amount of cash proceeds that must be
generated by such sales of Stock to satisfy the applicable
Tax Withholding Obligation.(b)
    
    hereby instructs the Companys
designated brokerage firm to sell on Grantees behalf on
 [Insert second vesting date](or as soon
thereafter as reasonably practicable):Instructions to Grantee: Check one of the three
boxes below and insert either a percentage or a fixed number
of shares if you check one of the first two boxes below.Percentage of Underlying Vested Shares:o ___% of the shares of Stock underlying the Stock Grant
and vesting as of the vesting date indicated above (rounded
up to a whole number of shares); provided, however, that if
such percentage represents less than that number of shares as
the Company determines to be appropriate to generate
sufficient cash proceeds to satisfy the applicable Tax
Withholding Obligation, the Companys designated brokerage
firm shall sell such higher number of shares as determined by
the Company to be appropriate.Fixed Number of Underlying Vested Shares:o  of the shares of Stock underlying the Stock
Grant and vesting as of the vesting date indicated above;
provided, however, that if such number of shares represents
less than that number of shares as the Company determines to
be appropriate to generate sufficient cash proceeds to
satisfy the applicable Tax Withholding Obligation, the
Companys designated brokerage firm shall sell such higher
number of shares as determined by the Company to be
appropriate.Minimum Number of Underlying Vested Shares As Determined
by the Company:o That number of whole number of shares of Stock from
those shares of Stock underlying the
 7




---



##### 



Stock Grant as the Company determines to be appropriate as
evident by the Companys instructions to the brokerage firm
of the amount of cash proceeds that must be generated by such
sales of Stock to satisfy the applicable Tax Withholding
Obligation.(c)
    
    hereby instructs the Companys
designated brokerage firm to sell on Grantees behalf on
 [Insert third vesting date](or as soon thereafter
as reasonably practicable):Instructions to Grantee: Check one of the three
boxes below and insert either a percentage or a fixed number
of shares if you check one of the first two boxes below.Percentage of Underlying Vested Shares:o ___% of the shares of Stock underlying the Stock Grant
and vesting as of the vesting date indicated above (rounded
up to a whole number of shares); provided, however, that if
such percentage represents less than that number of shares as
the Company determines to be appropriate to generate
sufficient cash proceeds to satisfy the applicable Tax
Withholding Obligation, the Companys designated brokerage
firm shall sell such higher number of shares as determined by
the Company to be appropriate.Fixed Number of Underlying Vested Shares:o  of the shares of Stock underlying the Stock
Grant and vesting as of the vesting date indicated above;
provided, however, that if such number of shares represents
less than that number of shares as the Company determines to
be appropriate to generate sufficient cash proceeds to
satisfy the applicable Tax Withholding Obligation, the
Companys designated brokerage firm shall sell such higher
number of shares as determined by the Company to be
appropriate.Minimum Number of Underlying Vested Shares As Determined
by the Company:
 8




---



##### 



o That number of whole number of shares of Stock from
those shares of Stock underlying the Stock Grant as the
Company determines to be appropriate as evident by the
Companys instructions to the brokerage firm of the amount of
cash proceeds that must be generated by such sales of Stock
to satisfy the applicable Tax Withholding Obligation.(d)
    
    hereby instructs the Companys
designated brokerage firm to sell on Grantees behalf on
 [Insert fourth vesting date](or as soon
thereafter as reasonably practicable):Instructions to Grantee: Check one of the three
boxes below and insert either a percentage or a fixed number
of shares if you check one of the first two boxes below.Percentage of Underlying Vested Shares:o ___% of the shares of Stock underlying the Stock Grant
and vesting as of the vesting date indicated above (rounded
up to a whole number of shares); provided, however, that if
such percentage represents less than that number of shares as
the Company determines to be appropriate to generate
sufficient cash proceeds to satisfy the applicable Tax
Withholding Obligation, the Companys designated brokerage
firm shall sell such higher number of shares as determined by
the Company to be appropriate.Fixed Number of Underlying Vested Shares:o  of the shares of Stock underlying the Stock
Grant and vesting as of the vesting date indicated above;
provided, however, that if such number of shares represents
less than that number of shares as the Company determines to
be appropriate to generate sufficient cash proceeds to
satisfy the applicable Tax Withholding Obligation, the
Companys designated brokerage firm shall sell such higher
number of shares as determined by the Company to be
appropriate.
 9




---



##### 



Minimum Number of Underlying Vested Shares As Determined
by the Company:o That number of whole number of shares of Stock from
those shares of Stock underlying the Stock Grant as the
Company determines to be appropriate as evident by the
Companys instructions to the brokerage firm of the amount of
cash proceeds that must be generated by such sales of Stock
to satisfy the applicable Tax Withholding Obligation.
 Grantee acknowledges by acceptance of this Stock Grant that its
instructions pursuant to this § 7(b)(1) to sell shares of Stock
underlying this Stock Grant to satisfy each and every applicable Tax
Withholding Obligation are intended to and shall constitute that
number of separate trading instructions in compliance with the
requirements of Rule 10b5-1(c)(1)(i)(A)(2) under the Securities
Exchange Act of 1934, as amended, as the number of separate
applicable Tax Withholding Obligations hereunder, and shall be
interpreted to comply with the requirements of Rule 10b5-1(c).Grantee acknowledges by acceptance of this Stock Grant that Grantee
is not aware of any material nonpublic information with respect to
the Company or any securities of the Company as of the date of
Grantees acceptance of this Stock Grant and as of Grantees
instructions hereby to sell shares of Stock underlying this Stock
Grant to satisfy each and every applicable Tax Withholding Obligation
pursuant to Rule 10b5-1(c)(1)(i)(A)(2).(2)
    
    By Share Withholding. If so elected in
the sole discretion of the Company, then in lieu of any market sale
pursuant to § 7(b)(1) Grantee by acceptance of this Stock Grant
authorizes the Company to withhold from the shares of Stock underlying
this Stock Grant the whole number of shares of Stock with a value equal
to the Fair Market Value of the shares of Stock on the Taxable Date or
the first trading day before the Taxable Date, sufficient to satisfy
the applicable Tax Withholding Obligation. Grantee acknowledges that if
the Company elects to withhold shares pursuant to this § 7(b)(2) in
lieu of any market sale pursuant to § 7(b)(1)(a), (b), (c) or (d), as
the case may be, the maximum number of shares to be withheld by the
Company will be that number of whole shares of Stock with a value equal
to the Fair Market Value of the shares of Stock on the
 10




---



##### 



taxable Date or the first trading day before the Taxable Date
sufficient to satisfy the applicable Tax Withholding Obligation and
that any additional shares Grantee may have previously instructed the
Companys designated brokerage firm to sell pursuant to § 7(b)(1)(a),
(b), (c) or (d), as the case may be, will not be sold or withheld by
the Company. Grantee acknowledges by acceptance of this Stock Grant
that any withheld shares of Stock pursuant to this § 7(b)(2) may not
be sufficient to satisfy Grantees Tax Withholding Obligation.
Accordingly, Grantee agrees by acceptance of this Stock Grant to pay
to the Company as soon as practicable (immediately, if the Grantee is
an executive officer of the Company), including through payroll
withholding, any amount of the Tax Withholding Obligation that is not
satisfied by the withholding of shares of Stock described above.(3)
    
    By Check, Wire Transfer or Other Means.
At any time not more than twenty (20) business days and not less than
five (5) business days before any Tax Withholding Obligation arises,
Grantee may elect to terminate one or more of Grantees instructions
pursuant to § 7(b)(1)(a), (b), (c) and/or (d) to sell shares of Stock
to satisfy such Tax Withholding Obligation and to satisfy such Tax
Withholding Obligation by delivering to the Company an amount the
Company determines is sufficient to satisfy such Tax Withholding
Obligation by wire transfer to such account as the Company may direct,
delivery of a check payable to the Company at the Companys principal
executive officers (Attention: Stock Administration) or such other
means as the Company may establish or permit. Any such election by
Grantee to satisfy any Tax Withholding Obligation by wire transfer,
delivery of a check or such other means will constitute a termination
of Grantees instruction pursuant to § 7(b)(1)(a), (b), (c) or (d)
above with respect to that particular Tax Withholding Obligation only
and will not affect Grantees instructions pursuant to § 7(b)(1)(a),
(b), (c) or (d), as the case may be, above with respect to future Tax
Withholding Obligations. If Grantee does not satisfy such Tax
Withholding Obligation by delivering to the Company an amount the
Company determines is sufficient to satisfy such Tax Withholding
Obligation by wire transfer, delivery of a check or such other means as
the Company has permitted, the Company in its sole discretion may
withhold pursuant to § 7(b)(2) above from the shares of Stock
underlying this Stock Grant such number of whole shares of Stock with a
value equal to the Fair Market Value of the shares of Stock on the
Taxable Date or the first trading day before the Taxable Date
 11




---



##### 



sufficient to satisfy the applicable Tax Withholding Obligation, or
may withhold an amount of the Grantees current or future
compensation in an amount that satisfies such Tax Withholding
Obligation.
 (c)
    
    Estimated Tax Withholding. Grantee by acceptance of
this Stock Grant understands and acknowledges that the withholding taxes to be
collected by the Company from Grantee in connection with this Stock Grant
pursuant to § 7(b) above are only an estimate of Grantees ultimate tax
liability in connection with this Stock Grant and that Grantee may be required
to pay additional income tax upon filing his or her annual tax return. Grantee
by acceptance of this Stock Grant understands that the Company cannot provide
Grantee tax advice and that Grantee should consult with his or her tax advisor
on such issues.
 § 8. No Right to Continue Service .
 § 9. Governing Law .
 § 10. Binding Effect .
 § 11. Headings and Sections .
 § 12. Availability of Copy of Plan and Plan Prospectus .
 12




---



##### 



th
 § 13. Availability of Annual Report to Stockholders and Other SEC Filings . www.ev3.net
 Grantee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with
the terms and provisions thereof, and hereby accepts the Stock Grant subject to all of the terms
and provisions hereof and thereof. Grantee has reviewed this Stock Grant Certificate and the Plan
in their entirety, has had an opportunity to obtain the advice of counsel and fully understands all
provisions of this Stock Grant Certificate and the Plan
 DATED:
    
    
    
    
    
    SIGNEDGranteeAddress:
 13