Exhibit
10.27


AMENDMENT TO AGREEMENT


This Amendment to
Agreement (this “Amendment”) effective as of December 31, 2006 is by and among
ev3 Inc., a Delaware corporation (“ev3 Inc.”), ev3 Endovascular, Inc., a
Delaware corporation previously known as ev3 Inc. (“ev3 Endovascular”) (ev3
Inc. and ev3 Endovascular are collectively referred to herein as “ev3”), and L.
Cecily Hines (“Employee”).


WHEREAS, ev3 Endovascular
and Employee have previously entered into that certain Employee
Confidentiality/Non-Compete/Non-Solicitation Agreement dated as of March 8,
2002 (the “Original Agreement”);


WHEREAS, Employee has
voluntarily resigned as Vice President, Secretary and Chief Legal Officer of
ev3 Inc. effective December 31, 2006 to have more time to pursue other interests;


WHEREAS, ev3 recognizes
Employee’s valuable contributions to the historical success of ev3; and


WHEREAS, because of
Employee’s significant experience and expertise with ev3 and its business,
Employee and ev3 wish for Employee to remain as a part-time employee of ev3
Endovascular to assist ev3 with certain areas of its business.


NOW, THEREFORE, in
consideration of the covenants and promises contained herein, of Employee’s
continued at-will employment by ev3 Endovascular, and of the compensation and
benefits received by Employee from ev3, the parties hereby agree to the amended
terms of employment as contained herein.


1.                                       Resignation
from Officer Position.  Employee
hereby resigns, effective December 31, 2006, as Vice President, Secretary and
Chief Legal Officer.


2.                                       Part-Time
Employment.  Employee shall continue
to work as an employee of ev3 Endovascular on a part-time basis and shall
devote approximately 80 hours per month to ev3. Employee’s new position will
commence as of January 1, 2007, reporting to ev3’s Chief Legal Officer.
Employee will no longer be a member of ev3’s Operating Committee, nor an
executive officer of ev3 or a reporting person under Section 16 of the
Securities Exchange Act of 1934, as amended, with respect to ev3’s common
stock.


3.                                       Duties.  Employee shall work on projects as agreed
upon with ev3’s  Chief Legal
Officer regarding various legal issues facing ev3. Initially, it is
contemplated that Employee will focus on projects involving ev3’s international
business, patent litigation and patent prosecution matters.


4.                                       Compensation.  Employee shall receive a monthly salary of
$15,000 per month, payable in equal bi-weekly installments, and in arrears, in
accordance with the standard payroll 













practices of ev3.
Employee will not be a participant in any of ev3’s performance incentive plans
or any other annual bonus plans for fiscal 2007 or thereafter. Employee shall
remain eligible for a fourth quarter 2006 bonus under the ev3 Inc. Executive
Performance Incentive Plan with respect to ev3’s and Employee’s performance
during fourth quarter 2006.


5.                                       Benefits.  Employee shall be eligible for participation
in all benefit programs of ev3 that are available to part-time employees. ev3
will either provide a monthly amount or reimburse Employee for medical, dental
and disability coverage for Employee and her spouse, in accord with all
applicable laws and regulations.


6.                                       Change
in Control Agreement.  The change in
control letter agreement dated as of September 18, 2006 among ev3 Inc., ev3
Endovascular and Employee (the “Change in Control Agreement”) shall remain in
fill force and effect.


7.                                       Acceleration
of Stock Options and Release of Restrictions on Stock Grants.  As of June 30, 2008, provided that Employee
remains an employee of ev3 as of such date, all outstanding stock options to
purchase shares of ev3 common stock then held by Employee as of such date will
automatically vest and become immediately exercisable and all outstanding
restricted stock grants relating to ev3’s common stock held by Employee as of
such date will become free of restrictions and non-forfeitable.


8.                                       
Additional Stock Option, Stock Grant and Other Equity-Based Grants.
Employee shall be eligible to receive additional stock option, stock grant and
other equity-based grants by ev3 Inc., but such grants shall be at the sole
discretion of ev3’s Chief Executive Officer, and ultimately, the Board of
Directors of ev3 Inc. or a committee of such Board.


9.                                       Termination.  Employee’s employment with ev3 remains “at
will”. Notwithstanding the foregoing, however, in the event ev3 decides to
terminate Employee’s employment for any reason other than for Cause (as
hereinafter defined) prior to June 30, 2008, ev3 shall provide Employee up to
eight (8) months prior written notice. The required notice period shall depend
upon when ev3 decides to terminate Employee’s employment and shall be as
follows:


	
  Date ev3 Decides to Terminate 

  Employee’s Employment

  	
   

  	
  Required Notice 

  Period

  	
   

  
	
  On or before November 30, 2007

  	
   

  	
  Eight
  (8) months

  	
   

  
	
  On or after December 1, 2007 and on or before
  December 31, 2007

  	
   

  	
  Seven
  (7) months

  	
   

  
	
  On or after January 1, 2008 and on or before January
  31, 2008

  	
   

  	
  Six
  (6) months

  	
   

  
	
  On or after February 1, 2008 and on or before
  February 29, 2008

  	
   

  	
  Five
  (5) months

  	
   

  
	
  On or after March
  1, 2008 and on or before March 31, 2008

  	
   

  	
  Four
  (4) months

  	
   

  
	
  On or after
  April 1, 2008 and on or before April 30, 2008

  	
   

  	
  Three
  (3) months

  	
   

  



 


	
  On or after May 1, 2008 and
  prior to May 31, 2008

  	
   

  	
  Two
  (2) months

  	
   

  
	
  On or after June 1, 2008
  and prior to June 30, 2008

  	
   

  	
  One (1) month

  	
   

  



 













During such required
notice period, Employee shall continue to perform the duties as agreed upon
with ev3’s Chief Legal Officer. During such required notice period so long as
Employee remains an employee of ev3, her stock options and restricted stock
grants will continue to vest, or restrictions eliminated as the case may be, in
accordance with the terms of such grants.


For purposes of this
Section 9, “Cause” shall mean: (A) Employee has engaged in conduct that in the
judgment of ev3’s Chief Executive Officer constitutes gross negligence,
misconduct, willful breach of duty or habitual neglect of duty in the
performance of her duties and responsibilities, (B) Employee has engaged in
dishonesty, fraud, embezzlement or theft, in each case related to ev3, (C) any
unlawful or criminal activity of a serious nature, or (D) Employee has engaged
in a material breach of this Amendment or the Original Agreement.


10.                                 Reaffirming
Original Agreement.  Employee
reaffirms her commitments to the terms of her Original Agreement which have not
been modified by this Amendment.


11.                                 Business
Support and Reimbursement of Expenses. 
As a member of the Legal Department, ev3 agrees that Employee shall
continue to utilize the staff in the Legal Department for support in accordance
with the policies and procedures implemented from time to time by the Chief
Legal Officer, and that all of her reasonable out-of-pocket business expenses
incurred in connection with the performance of her duties hereunder, including
but not limited to travel, computer, phone, supplies and services shall be
reimbursed by ev3, provided that Employee properly accounts to ev3 for all such
expenses in accordance with ev3’s standard policies relating to reimbursement
of business expenses. All international travel of Employee required in
connection with the performance of her duties hereunder shall be business
class; provided, however, that such level of travel is then ev3’s  current policy with respect to
international travel for ev3’s most senior level employees. Notwithstanding any
of the foregoing, all expenses incurred by Employee will be subject to review
and approval by ev3’s Chief Legal Officer in accordance with ev3 policies and
procedures.


12.                                 Other
Endeavors by Employee.  ev3
recognizes and agrees that Employee shall be free to engage in other business,
political and/or nonprofit activities unrelated to ev3; provided, however, that
such activities do not constitute a breach of her commitments to ev3 in her
Original Agreement or this Amendment; and provided, further that Employee does
not purport to act on behalf of ev3 or otherwise represent any affiliation with
ev3 in connection with her participation in such activities.













13.                                 No
Other Changes.  Except as specifically
amended by this Amendment, all other provisions of the Original Agreement shall
remain in full force and effect.  This
Amendment shall not constitute or operate as a waiver of; or estoppel with
respect to, any provisions of the Original Agreement by any party hereto.


14.                                   Governing
Law: Venue.  This Agreement shall be
governed by, and construed and enforced in accordance with Minnesota law,
except to the extent it is pre-empted by federal law. The parties agree that
any dispute relating to this Agreement shall be subject to the jurisdiction of
the courts within the State of Minnesota, Hennepin County.


15.                                 Entire
Agreement.  This Amendment and the
Original Agreement together contains all the understandings and agreements
between the parties concerning Employee’s employment with ev3 and supersedes
any and all prior agreements and understandings, whether written or oral,
relating to the matters addressed in this Amendment, except the Change in
Control Agreement, which shall remain in full force and effect. The parties
agree that there were no inducements or representations leading to the
execution of this Amendment except as stated in this Amendment. Any
modification of or addition to this Amendment must be in writing and signed by
Employee and on behalf of ev3 Inc. and ev3 Endovascular, by ev3’s Chief
Executive Officer or ev3’s Vice President of Human Resources.


16.                                 Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.


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of page intentionally left blank]













This
Amendment shall be effective as of the date first above written.


	
  ev3 Inc.

  	
  Employee

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/James M.
  Corbett

  	
   

  	
  /s/L. Cecily
  Hines

  	
   

  
	
  By: James M.
  Corbett

  	
  L. Cecily Hines

  
	
  Its: President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Ev3
  Endovascular, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/James M.
  Corbett

  	
   

  	
   

  
	
  By: James M.
  Corbett

  	
   

  
	
  Its: President
  and Chief Executive Officer