**Exhibit10.3**

[Date]

 

[Name]

[Address]

 

Dear [Name]:

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 is essentialto protecting and enhancing the best interests of the Parent Company and itsstockholders.  In this connection, theBoard recognizes that the possibility of a Change in Control of the ParentCompany may arise and that such possibility and the uncertainty and questionswhich such transaction may raise among key management personnel of the Companyand its subsidiaries could result in the departure or distraction of suchmanagement personnel to the detriment of the Parent Company and its stockholders.

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)           “Base Pay” meansyour annual base salary from the Subsidiary at the rate in effect immediatelyprior to a Change in Control or at the time Notice of Termination is given,whichever is greater.  Base Pay includesonly regular cash salary and is determined before any reduction for deferralspursuant to any nonqualified deferred compensation plan or arrangement,qualified cash or deferred arrangement or cafeteria plan.

## (d)           “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.

## (e)           “Bonus Plan Payment”means the full amount of the annual target bonus payment which is payable bythe Subsidiary to you pursuant to the Subsidiary’s company-wide bonus plan orequivalent plan of the Successor,  basedon the assumption that all of the annual performance milestones will have beensatisfied for such year.

## (f)            “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.

## (g)           “Cause” means:(i) your gross misconduct; (ii) your willful and continued failure to performsubstantially your duties with the Subsidiary (other than a failure resultingfrom your incapacity due to bodily injury or physical or mental illness) aftera demand for substantial performance is delivered to you by the chair of theBoard which specifically identifies the manner in which you have notsubstantially 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, by you inbad faith and without reasonable belief that it was in, or not opposed to, thebest interests of the Subsidiary.  Anyact, or failure to act, based upon authority given pursuant to a resolutionduly adopted by the Subsidiary’s Board (or a committee thereof) or based uponthe advice of counsel for the Subsidiary will be conclusively presumed to bedone, or omitted to be done, by you in good faith and in the best interests ofthe Subsidiary.  Notwithstanding the foregoing,you may not be terminated for Cause unless 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)           (i) “Change inControl”  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 toconstitute at least a majority the Board. For purposes of this Section 1(h), 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 directors of the Parent Company.  For purposes of this Section 1(h), a “bonafide underwriter” means a Third Party engaged in business as an underwriter ofsecurities that acquires securities of the Parent Company through such ThirdParty’s participation in good faith in a firm commitment underwriting until theexpiration of 40 days after the date of such acquisition.  For the avoidance of doubt, Change in Controldoes not include any of the foregoing events occurring with respect to theSubsidiary, and this Agreement is not intended to be interpreted to provide anybenefits to you upon a Change in Control of the Subsidiary.

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

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

## (k)           “Date of Termination”following a Change in Control (or prior to a Change in Control if yourtermination was either a condition of the Change in Control or was at therequest or insistence of any Third Party relating the Change in Control) means:(i) if your employment is to be terminated by you for Good Reason, the datespecified in the Notice of Termination which in no event may be a date morethan 15 days after the date on which Notice of Termination is given unless theCompany agrees in writing to a later date; (ii) if your employment is to beterminated by the Subsidiary for Cause, the date specified in the Notice ofTermination; (iii) if your employment is terminated by reason of 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)            “Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time.

## (m)          “Good Reason”means:

### (i)            a substantial changein your status, position(s), duties or responsibilities as an executive of theSubsidiary as in effect immediately prior to the Change in Control which, inyour reasonable judgment, is adverse with respect to any of the foregoing;provided, however, that Good Reason does not include a change in your status,position(s), duties or responsibilities caused by an inadvertent action that isremedied by the Subsidiary promptly after receipt of notice of your objectionto such change, and it also being agreed that small and insubstantial changeswill not be considered Good Reason unless the changes in totality would besubstantial;

### (ii)           a reduction by theSubsidiary in your Base Pay, a material change in the annual Bonus Plan Paymentexpectations, or an adverse change in the form or timing of the paymentsthereof, as in effect immediately prior to the Change in Control or asthereafter increased;

### (iii)          the failure by theSubsidiary to cover you under Benefit Plans that, in the aggregate, providesubstantially similar benefits to you and/or your family and dependents at asubstantially similar total cost to you (e.g., premiums, deductibles, co-pays,out of pocket maximums, required contributions and the like) relative to thebenefits and total costs under the Benefit Plans in which you (and/or yourfamily or dependents) were participating at any time during the 90-day periodimmediately preceding the Change in Control;

### (iv)          the Subsidiary’srequiring you to be based more than 50 miles from where your office is locatedimmediately prior to the Change in Control, except for required travel on theSubsidiary’s business;

### (v)           the failure by theSubsidiary or the Parent Company to obtain from any Successor the assent tothis Agreement as soon as reasonably practicable in the circumstances and inany event within the times required by Section 6 hereof; or

### (vi)          any purportedtermination by the Subsidiary of your employment that is not properly effectedpursuant to a Notice of Termination and pursuant to any other requirements ofthis Agreement, and, for purposes of this Agreement, no such purportedtermination will be effective.

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Your continued employment does not constitute consentto, or waiver of any rights arising in connection with, any circumstancesconstituting Good Reason.  Your terminationof employment for Good Reason as defined in this Section 1(m) will constituteGood Reason for all purposes of this Agreement notwithstanding that you mayalso thereby be deemed to have retired under any applicable retirement programsof the Subsidiary and/or Parent Company.

## (n)           “Notice ofTermination” means a written notice (except in the case of a deemed Noticeof Termination pursuant to Section 3(a) hereafter) given on or after the dateof a Change in Control (unless your termination before the date of the Changein 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)           “Parent Company”means****ev3 Inc., a Delaware corporation.

## (p)           “Subsidiary”means [ev3 Endovascular, Inc., a Delaware corporation/Micro Therapeutics, Inc.,a Delaware corporation].

## (q)           “Stock IncentivePlan” means (i) the ev3 LLC 2003 Incentive Plan, as amended, (ii) the ev3Inc. Amended and Restated 2005 Incentive Stock Plan or (iii) any successor oradditional stock option, stock award, or other incentive plans of the ParentCompany or Subsidiary.

## (r)            “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.

## (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)            “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 employed by the Subsidiaryor, if later, until the date on which the Subsidiary’s obligations to youarising under this Agreement have been satisfied in full.  Notwithstanding the foregoing, this Agreementshall terminate immediately in the event, prior to a Change in Control, eitherceases to be an Affiliate of the Parent Company or sells all or substantiallyall of its assets, in one or a series of related transactions, to a ThirdParty.

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# 3.             Benefits upon aChange in Control.  You will becomeentitled to the benefits described in this Section 3 as of the date of a Changein Control.

## (a)           As of the date of such Change in Control,the Company and the Subsidiary will be jointly and severally responsible forpaying to you all of the Base Pay owed through such date and a pro rata portionof your Bonus Plan Payment based upon the number of months in the current yearwhich you have worked prior to the date of the Change in Control, assuming forthis Section 3(a) that you have worked the full month of the month in which theChange in Control occurs.

## (b)           The following terms shall controlnotwithstanding any conflicting terms contained in any employment agreement, orStock Option Agreements.  In addition tothe payments under Section 3(a), you will be entitled to the following:

### (i)            Cash Payments.  At the date of the Change in Control, if youhave not been made a written offer of employment with the Successor, orreceived written confirmation for continued employment with the Subsidiary ifit survives the Change in Control, on terms substantially identical to yourcurrent employment terms, including the benefits set forth herein, for anyreason whatsoever, then you shall be deemed to have received a Notice ofTermination effective on the date of the Change in Control and no later than 10days after your Date of Termination, the Company and the Subsidiary (and anySuccessor thereto) will be jointly and severally responsible for making a lumpsum payment to you equal to 12 months of your then current Base Pay, and thefull amount of a Bonus Plan Payment for the next 12 months, determined byassuming for this purpose that such Bonus Plan Payment amount is equal to yourBonus 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)           Group Health Plans.  During the Continuation Period (as definedbelow), the Company and the Subsidiary (and any Successor thereto) will bejointly and severally responsible for either (A) maintaining a group healthplan(s) which by its terms covers you (and your family members and thosedependents eligible to be covered during the 90 days immediately preceding aChange in Control) under the same or similar terms as provided to you duringthe 90 days immediately preceding such Change in Control (without regard to anyreduction in such benefits that constitutes Good Reason), or (B) providingcomparable medical benefits pursuant to an alternative arrangement, such as anindividual medical insurance contract. The “Continuation Period” is the period beginning on your Date ofTermination, whether such date is at or prior to the Change in Control asprovided for in the definition of Change in Control or within 12 months afteraccepting employment with the Successor or the Subsidiary, as the case may be,as provided for in Section 3(b)(i) above, and ending on the earlier of (A) thelast day of the 18th month that

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### begins afteryour Date of Termination or (B) the date on which you first become eligible toparticipate as an employee in a plan of another employer providing group healthbenefits to you and your eligible family members and dependents.  If you timely elect continued coverage undersuch group health plan(s) pursuant to Section 4980B of the Internal RevenueCode of 1986 and Part 6 of Subtitle B of Title I of the Employee RetirementIncome Security Act of 1974, as amended (“COBRA”), in accordance with ordinaryplan practices, for the Continuation Period, the Company will reimburse you onan income tax grossed-up basis for a portion of the amount you pay for suchCOBRA continuation coverage (or if COBRA coverage is not available, suchalternative medical coverage), so that on an after-tax basis you are paying theamount you paid (or would have paid) for the same level of coverage prior tothe Change in Control.  In order toreceive reimbursements pursuant to this section, you must comply with anyreimbursement policies and procedures specified by the Company.

### (iii)          Gross-Up Payments.  Following a Change in Control, if theSubsidiary’s independent auditors determine that any payment or distribution bythe Parent Company and/or the Subsidiary to you (the “Payments”) will result inan excise tax imposed by Code Section 4999 or any comparable state or locallaw, or any interest or penalties with respect thereto, the Company and theSubsidiary (and any Successor thereto) will be responsible for making anadditional cash payment (a “Gross-Up Payment”) to you within 10 days after suchdetermination equal to an amount such that, after payment by you of all taxes(including any interest or penalties imposed with respect to such taxes),including any excise tax, imposed upon the Gross-Up Payment, you would retainan amount of the Gross-Up Payment equal to the excise tax imposed upon thePayments.  You will provide the Successoror the Company with a written certification that you will pay all taxes due on thePayments and the Gross-Up Payment.  TheGross-Up Payment will be made not later than the March 15 following thecalendar year in which the payment giving rise to the Gross-Up Payment isreceived 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 andhotel expense reimbursements, office expense reimbursements or similar costsyou incur in seeking and obtaining new employment, the allocation of whichamong the 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 and expensesincurred under this Section 3(b)(iv).

# 4.             Stock OptionAcceleration.  In the event of aChange 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 to Section3(b(i) hereof, your then unvested stock options as of the Change in Control orDate of Termination, as the case may be, shall become fully vested andimmediately 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 the Subsidiary’sCertificate of Incorporation or Bylaws, or as they be amended from time totime, provided however, you may only be reimbursed or recover once for any suchdamages, 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.             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.

# 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, postageprepaid and addressed to each party’s respective address set forth on the firstpage of this Agreement, or to such other address as either party may havefurnished to the other in writing in accordance with these provisions, exceptthat 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 American ArbitrationAssociation in Minneapolis, Minnesota before a single arbitrator in accordancewith the Commercial Arbitration Rules of the American Arbitration Associationthen in effect.  Judgment may be enteredon the arbitrator’s award in any court having jurisdiction; provided, that youmay seek specific performance in a court of competent jurisdiction of yourright to receive benefits until the Date of Termination during the pendency ofany dispute or controversy arising under or in connection with this Agreement.  If any dispute, controversy or claim fordamages arising under or in connection with this

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# Agreement is settled byarbitration, the Company and the Subsidiary will be jointly and severallyresponsible for paying, or if elected by you, reimbursing, all fees, costs andexpenses 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.           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 benefits or to which you are otherwise entitled under any BenefitPlan or other agreement with the Parent Company or the Subsidiary at orsubsequent to the Date of Termination will be payable in accordance with theterms thereof.  Furthermore, nothing inthis Agreement will prevent the Parent Company, the Subsidiary or the Successorto the Parent Company or the Subsidiary from seeking enforcement of and damagesarising under any confidentiality, invention assignment or non-competitionprovision or breach thereof contained in any other agreement with the ParentCompany or the Subsidiary or any Successor to the Parent Company or theSubsidiary.

# 11.           No Employment orService Contract.  Nothing in thisAgreement is intended to provide you with any right to continue in the employof the Subsidiary for any period of specific duration or interfere with orotherwise restrict in any way your rights or the rights of the Subsidiary,which rights are hereby expressly reserved by each, to terminate youremployment at any time for any reason or no reason whatsoever, with or withoutcause.

# 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 anotherparty of any provision of this Agreement will be deemed a waiver of any other provisionsat the same or at any other time.  ThisAgreement reflects the final and complete agreement of the parties andsupersedes all prior and simultaneous agreements with respect to the subjectmatter hereof, including without limitation any change in control or similaragreement between any past, current or future Affiliate of the Parent Companyor 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 in severalcounterparts, each of which will be deemed an original, but all of whichtogether will constitute one and the same instrument.

If this letter correctlysets forth our agreement on the subject matter discussed above, kindly sign andreturn to the Company the enclosed copy of this letter which will thenconstitute our agreement on this subject.
|       | Sincerely,                                                                                         |
|------------|----------------------------------------------------------------------------------------------------|
|       |                                                                                               |
| ** ** | **ev3  Inc.**                                                                                      |
| ** ** | ** **                                                                                         | ** ** |
|       | By:                                                                                                |   |
|       |                                                                                               |  Name: |
|       |                                                                                               |   Title: |
|       |                                                                                               |   |
| ** ** | **[ev3  Endovascular, Inc./Micro Therapeutics, Inc.]**                                             |
| ** ** | ** **                                                                                         | ** ** |
|       | By:                                                                                                |   |
|       |                                                                                               |  Name: |
|       |                                                                                               |   Title: |
|       |                                                                                               |   |
|       |                                                                                               |   |
|       | Agreed to and  Accepted as of this    th day of                                |
|       |                ,  2006: |
|       |                                                                                               |
|       |                                                                                               |

 

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