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Exhibit 10.14    
    



September 1,
2003 


[Executive name]

[Address]


Dear                        : 


        The
Board considers the operation of the Subsidiary to be of critical importance to the Company and therefore the establishment and maintenance of a sound and vital management team of
the Subsidiary to be essential to protecting and enhancing the best interests of the Company and its members. In this connection, the Board recognizes that the possibility of a Change in Control
transaction may arise and that such possibility and the uncertainty and questions which such transaction may raise among key management personnel of the Subsidiary could result in the departure or
distraction of such management personnel to the detriment of the Company and its members. 


        Accordingly,
the Board has determined that appropriate actions should be taken to minimize the risk that Subsidiary management will depart prior to a Change in Control, thereby leaving
the Company without adequate management personnel of the Subsidiary during such a critical period, and to reinforce and encourage the continued attention and dedication of key members of the
Subsidiary's management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular, the Board believes it important, should the
Company or its members receive a proposal for transfer of control of the Company or the Subsidiary, that you be able to continue your management responsibilities without being influenced by the
uncertainties of your own personal situation. 


        The
Board recognizes that continuance of your position with the Subsidiary involves a substantial commitment to the Subsidiary and the Company in terms of your personal life and
professional career and the possibility of foregoing present and future career opportunities, for which the Company receives substantial benefits. Therefore, to induce you to remain in the employ of
the Subsidiary, this Agreement, which has been approved by the Board, sets forth the benefits which the Company agrees
will be provided to you in the event your employment with the Subsidiary or its successor is terminated in connection with a Change in Control under the circumstances described below. 


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



        (a)   "Affiliate" means with respect to any Person (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended) shall mean any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. 


        (b)   "Agreement" means this letter agreement as amended, extended or renewed from time to time in accordance with its terms. 


        (c)   "Base Pay" means your annual base salary from the Subsidiary at the rate in effect immediately prior to a Change in
Control or at the time Notice of Termination is given, whichever is greater. Base Pay includes only regular cash salary and is determined before any reduction for deferrals pursuant to any
nonqualified deferred compensation plan or arrangement, qualified cash or deferred arrangement or cafeteria plan. 


        (d)   "Benefit Plan" means any 



          (i)  employee
benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended; 



         (ii)  cafeteria
plan 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)  stock
option, stock purchase, restricted stock, phantom stock, stock appreciation right or other equity-based compensation plan that is sponsored, maintained or
contributed to by the Company for the benefit of employees (and/or their families and dependents) generally or you (and/or your family and dependents) in particular, including, without limitation, any
of the Stock Incentive Plans (as hereinafter defined). 




        (e)   "Bonus Plan Payment" means the full amount of the annual target bonus payment which is payable by the Subsidiary to you
pursuant to the Subsidiary company-wide bonus plan or equivalent plan of the Successor, if all of the annual performance milestones are 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 any attempt by the Board to delegate any such duty is ineffective. 


        (g)   "Cause" means: (i) your gross misconduct; (ii) your willful and continued failure to perform substantially
your duties with the Subsidiary (other than a failure resulting from your incapacity due to bodily injury or physical or mental illness) after a demand for substantial performance is delivered to you
by the chair of the Board which specifically identifies the manner in which you have not substantially performed your duties and provides for a reasonable period of time within which you may take
corrective measures; or (iii) your conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or gross misdemeanor under federal or state
law which is materially and demonstrably injurious to the Subsidiary or which impairs your ability 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 in bad faith and without reasonable belief that it was in, or not opposed to, the best interests of the Subsidiary.
Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Subsidiary's Board (or a committee thereof) or based upon the advice of counsel for the Subsidiary
will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Subsidiary. Notwithstanding the foregoing, you may not be terminated for Cause
unless and until there has been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board
called and held for the purpose (after reasonable notice to you and an opportunity 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 the conduct set forth above in clauses (i), (ii) or (iii) of this definition and specifying the particulars thereof in detail. 


        (h)   "Change in Control" means a Parent Company Change in Control or a Subsidiary Change of Control. 



        (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)   "Date of Termination" following a Change in Control (or prior to a Change in Control if your termination was either a
condition of the Change in Control or was at the request 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 date specified in the Notice of Termination which in no event may be a date more than 15 days after the date on which Notice of Termination is given unless the Company agrees in
writing to a later date; (ii) if your employment is to be terminated by the Subsidiary for Cause, the date specified in the Notice of Termination; (iii) if your 



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employment
is terminated by reason of your death, the date of your death; or (iv) if your employment is to be terminated by the Subsidiary for any reason other than Cause or your death, the
date specified in the Notice of Termination, which in no event may be a date earlier than 15 days after the date on which a Notice of Termination is given, unless you expressly agree in writing
to an earlier date. In the case of termination by the Subsidiary of your employment for Cause, then within the 30 days after your receipt of the Notice of Termination, you may notify the
Subsidiary that a dispute exists concerning the termination, in which event the Date of Termination will be the date set either by mutual written agreement of the parties or by the judge or arbitrator
in a proceeding as provided in Section 9 of this Agreement. 


        (l)    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. 


        (m)  "Good Reason" means: 



          (i)  a
substantial change in your status, position(s), duties or responsibilities as an executive of the Subsidiary as in effect immediately prior to the Change in Control
which, in your 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 is remedied by the Subsidiary promptly after receipt of notice of your objection to such change, and it also being agreed that small and
insubstantial changes will not be considered Good Reason unless the changes in totality would be substantial; 


         (ii)  a
reduction by the Subsidiary in your Base Pay, a material change in the annual Bonus Plan Payment expectations, or an adverse change in the form or timing of the
payments thereof, as in effect immediately prior to the Change in Control or as thereafter increased; 


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


        (iv)  the
Subsidiary's requiring you to be based more than 50 miles from where your office is located immediately prior to the Change in Control, except for required travel
on the Subsidiary's business; 



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


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




        Your
continued employment does not constitute consent to, or waiver of any rights arising in connection with, any circumstances constituting Good Reason. Your termination of employment
for Good Reason as defined in this Section 1(m) will constitute Good Reason for all purposes of this Agreement notwithstanding that you may also thereby be deemed to have retired under any
applicable retirement programs of the Subsidiary and/or Parent Company. 


        (n)   "Notice of Termination" means a written notice (except in the case of a deemed Notice of Termination pursuant to
Section 3(a) hereafter) given on or after the date of a Change in Control 



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(unless
your termination before the date of the Change in Control was either a condition of the Change in Control or was at the request or insistence of any Third Party related to the Change in
Control) which indicates the specific termination provision in this Agreement pursuant to which the notice is given. Any purported termination by the Subsidiary or by you for Good Reason on or after
the date of a Change in Control (or before the date of a Change in Control if your termination was either a condition of the Change in Control or was at the request or insistence of any Third Party
related to the Change in Control) must be communicated by written Notice of Termination to be effective; provided, that your failure to provide Notice of Termination will not limit any of your rights
under this Agreement except to the extent the Company demonstrates that it suffered material actual damages by reason of such failure. 


        (o)   "Parent Company" means ev3 LLC, a Delaware limited liability company. 


        (p)   "Parent Company Change in Control" means any of the following: (i) the sale, lease, exchange or other transfer,
directly or indirectly, of all or substantially all of the assets of the Parent Company, in one transaction or in a series of related transactions, to any Third Party;  provided, however, that any exchange, transfer or other disposition by the Parent Company of its
ownership interest in Micro Investments LLC or the sale, lease or exchange by Micro Investment LLC of all or substantially all of its assets shall not be considered a Change of Control;
(ii) any Third Party, other than a "bona fide underwriter," is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities (x) in the case of membership units or partnership interests, entitling the holder thereof to be allocated 50% or more of the net income, net loss or distributions of the Parent
Company, or, in the case of other securities, representing 50% or more of the combined voting power of the Parent Company's outstanding securities 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) the
consummation of any transaction or series of transactions under which the Parent Company is merged or consolidated with any other company, other than a merger or consolidation which would result in
the members of the Parent Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation; or (iv) beginning immediately after the first to occur of
the closing of the sale of the Parent Company's securities in an initial public offering registered under the Securities Act of 1933, as amended, or the Parent Company becomes a reporting company
under the Exchange Act, the Continuity Directors cease for any reason to constitute at least a majority the Board. 



        For
purposes of this Section 1(p), a "Continuity Director" means an individual who, as of date of this Agreement, is a member of the board of directors of the Parent Company, and
any other individual who becomes a director subsequent to the as of date of this Agreement whose election, or nomination for election by the Parent Company's stockholders, was approved by a vote of at
least a majority of the directors then comprising the Continuity Directors, but excluding for this purpose any individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the
board of directors of the Parent Company. For purposes of this Section 1(p), a "bona fide underwriter" means a Third Party engaged in business as an underwriter of securities that acquires
securities of the Parent Company or Subsidiary, as applicable through such Third Party's participation in good faith in a firm commitment underwriting until the expiration of 40 days after the
date of such acquisition. 


        (q)   "Subsidiary" means ev3 Inc., a Delaware corporation. 



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        (r)   "Subsidiary Change in Control" means any of the following: (i) the sale, lease, exchange or other transfer,
directly or indirectly, of all or substantially all of the assets of the Subsidiary, in one transaction or in a series of related transactions, to any Third Party; (ii) any Third Party, other
than a "bona fide underwriter," is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, securities (x) representing
50% or more of the combined voting power of the Subsidiary's outstanding securities ordinarily having the right to vote at elections of directors, or (y) resulting in such Third Party becoming
an Affiliate of the Subsidiary, including pursuant to a transaction described in clause (iii) below; or (iii) the consummation of any transaction or series of transactions under which
the Subsidiary is merged or consolidated with any other company, other than a merger or consolidation which would result in Parent Company, or Affiliates of the Parent Company, immediately prior
thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of
the surviving entity outstanding immediately after such merger or consolidation; or (iv) beginning immediately after the first to occur of a closing of the sale of the Subsidiary's capital
stock in an initial public offering registered under the Securities Act of 1933, as amended, or the Subsidiary becoming a reporting company under the Exchange Act (the "IPO Date"), the Continuity
Directors cease for any reason to constitute at least a majority the board of directors of the Subsidiary. 


        For
purposes of this Section 1(r), a "Continuity Director" means an individual who, as of date of this Agreement, is a member of the board of directors of the Subsidiary, and any
other individual who becomes a director subsequent to the as of date of this Agreement whose election, or nomination for election by the Subsidiaries' stockholders, was approved by a vote of at least
a majority of the directors then comprising the Continuity Directors, but excluding for this purpose any individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the board of
directors of the Subsidiary. For purposes of this Section 1(r), a "bona fide underwriter" means a Third Party engaged in business as an underwriter of securities that acquires securities of the
Subsidiary through such Third Party's participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. 


        (s)   "Successor" means any Third Party that succeeds to, or has the ability to control (either immediately or with the passage
of time), the Parent Company's or the Subsidiary's, as applicable, business directly, by merger, consolidation or other form of business combination, or indirectly, by purchase of the Parent Company's
membership units entitling the holder thereof to be allocated a portion of the Parent Company's net income, net loss or distributions or purchases of the Subsidiary's outstanding securities ordinarily
having the right to vote at the election of directors or all or substantially all of its assets or otherwise. 


        (t)    "Third Party" means any Person, other than the Parent Company, any Affiliate of the Parent Company, or any Benefit
Plan(s) sponsored by the Parent Company or an Affiliate. 




        2.    Term of Agreement.    This Agreement is effective immediately and will continue in effect only so long as you
remain employed by the Subsidiary or, if later, until the date on which the Subsidiary's obligations to you arising under this Agreement have been satisfied in full. 


        3.    Benefits upon a Change in Control Termination.    You will become entitled to the benefits described in this
Section 3 as of the date of a Change in Control. As of the date of such Change in Control, the Company and the Subsidiary (and any Successor thereto) will be jointly and severally responsible
for paying to you all of the Base Pay owed through such date and a pro rata portion of your Bonus Plan Payment based upon the number of months in the current year which you have worked prior to the
date of the Change in Control, assuming for this Section 3 that you have worked 


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the
full month of the month in which the Change in Control occurs. The following terms shall control notwithstanding any conflicting terms contained in any employment agreement, or in any of the
non-statutory stock option agreements, incentive stock options agreements, restricted stock awards or other similar agreements (collectively, the "Stock Option Agreements") you may have
entered into with the Company pursuant to (i) the original Microvena Corporation Stock Incentive Plan, (ii) the Microvena Corporation 1999 Stock Incentive Plan, (iii) the  ev3 Inc.
2002 Stock Incentive Plan, (iv) the ev3 LLC 2003 Incentive Plan, or (v) any successor or additional stock option, stock
award, or other incentive plans of the Parent Company or Subsidiary (collectively, the "Stock Incentive Plans"). In addition, you will be entitled to the following: 



        (a)    Cash Payments.    At the date of the Change in Control, if you have not been made a written offer of employment
with the Successor (in the case of a Subsidiary Change of Control), or received written confirmation for continued employment with the Subsidiary if it survives the Change in Control, on terms
substantially identical to your current employment terms, including the benefits set forth herein, for any reason whatsoever, then you shall be deemed to have receive a Notice of Termination effective
on the date of the Change in Control and no later than 10 days after your Date of Termination, the Company and the Subsidiary (and any Successor thereto) will be jointly and severally
responsible for making a lump sum payment to you equal to 12 months of your then current Base Pay, and the full amount of your Bonus Plan Payment for the next 12 months, assuming for
this purpose that such Bonus Plan Payment amount is equal to the Bonus Plan Payment for then current year. Furthermore, if you elect to accept the offer of employment with the Successor or continue
your employment with the Subsidiary, as the case may be, as provided for above, the Successor or Company, as the case may be, shall be then obligated to make a lump sum cash payment to you within
10 days after your Date of Termination equal to 12 months of your then current Base Pay and the full annualized amount due under your then current Bonus Plan Payment commitment which is
payable within the next 12 months, in the event any time within the first 24 months of such new employment relationship after the Change in Control, either (i) your employment is
terminated by the Successor or the Company, as the case may be, for any reason other than your death or Cause, or (ii) you terminate your employment with the Successor or the Company for Good
Reason. If you decline the offer of employment herein, no further benefits pursuant to Section 3(a), (b) or (c) will be payable. 



        (b)    Group Health Plans.    During the Continuation Period (as defined below), the Company and the Subsidiary (and
any Successor thereto) will be jointly and severally responsible for maintaining a group health plan(s) which by its terms covers you (and your family members and dependents eligible to be covered
during the 90 days immediately preceding a Change in Control) under the same terms and at the same cost as provided to you during the 90 days immediately preceding such Change in Control
(without regard to any reduction in such benefits that constitutes Good Reason). The "Continuation Period" is the period beginning on your Date of Termination, whether such date is at or prior to the
Change in Control as provided for in the definition of Change in Control or within 12 months after accepting employment with the Successor or the Subsidiary, as the case may be, as provided for
in Section 3(a) above, and ending on the earlier of (i) the last day of the 18th month that begins after your Date of Termination or (ii) the date on which you first become
eligible to participate as an employee in a plan of another employer providing group health benefits to you and your eligible family members and dependents. 


        (c)    Gross-Up Payments.    Following a Change in Control, if the Subsidiary's independent auditors
determine that any payment or distribution by the Parent Company and/or the Subsidiary to you (the "Payments") will result in an excise tax imposed by Code Section 4999 or any comparable state
or local law, or any interest or penalties with respect thereto, the Company and the Subsidiary (and any Successor thereto will be responsible for making an additional cash payment (a
"Gross-Up Payment") to you within 10 days after such determination equal to an 



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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 retain an amount of the Gross-Up Payment equal to the excise tax imposed upon the Payments. You will provide the Successor or the Company with a written certification that you
will pay all taxes due on the Payments and the Gross-Up Payment. 


        (d)    Outplacement Services.    In the event any lump sum payments are made to you pursuant to Section 3(a),
the Company shall then provide you with up to $20,000 of outplacement services in the form of outplacement consultant's services, travel and hotel expense reimbursements, office expense reimbursements
or similar costs you incur in seeking and obtaining new employment, the allocation of which among the categories to be within your sole discretion. You will be required to provide receipts or invoices
for the costs and expenses incurred under this Section 3(d). 




        If,
on or after the date of a Change in Control, an Affiliate is sold, merged, transferred or in any other manner or for any other reason ceases to be an Affiliate or all or any portion
of the business or assets of an Affiliate are sold, transferred or otherwise disposed of and the acquiror is not the Parent Company or an Affiliate (a "Disposition"), and you remain or become employed
by the acquiror or an affiliate of the acquiror (as defined in this Agreement but substituting "acquiror" for "Parent Company") in connection with the Disposition, you will be deemed to have
terminated employment on the effective date of the Disposition for purposes of this Section 3 unless (x) the acquiror and its affiliates jointly and severally assume and agree, in a
manner that is enforceable by you, to perform the obligations of this Agreement to the same extent that the Parent Company and the Subsidiary would be required to perform if the Disposition had not
occurred and (y) the Successor guarantees, in a manner that is enforceable by you, payment and performance by the acquiror. 


        4.    Stock Option Acceleration.    In the event of a Change in Control, if the acquiring entity or Successor does not
assume or replace the unvested stock options or stock awards then granted to you pursuant to any of the Stock Incentive Plans, the vesting schedules under the applicable Stock Option Agreements
will be accelerated and all such stock options will become fully vested and immediately exercisable upon the closing of the Change in Control. Furthermore, even if the Stock Options Agreements are
assumed or replaced with substantially similar stock options, if you are not offered employment by the Successor or continued employment with the Company or if your employment is subsequently
terminated under circumstances in which you will receive a lump sum cash payment pursuant to Section 3(a) hereof, your then unvested stock options as of the Change in Control or Date of
Termination, as the case may be, shall become fully vested and immediately exercisable. 


        5.    Indemnification.    Following a Change in Control, the Parent Company and the Subsidiary be jointly and
severally responsible for indemnifying and advancing expenses to you to the full extent permitted by law for 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 and employee with the Parent Company or the Subsidiary or any other
corporation, employee benefit plan or other entity with whom you served at the request of the Parent Company or the Subsidiary prior to the Change in Control, provided that such damages, costs and
expenses did not arise as a result of your gross negligence or willful misconduct. The indemnification under this Agreement shall be in addition to any similar obligation of the Parent Company or the
Subsidiary under any other separate agreement, or under the Parent Company's Operating Agreement or the Subsidiary's Certificate of Incorporation or Bylaws, or as they be amended from time to time,
provided however, you may only be reimbursed or recover once for any such damages, costs and expenses, from whatever source. 


        6.    Successors.    The Parent Company and the Subsidiary will each seek to have any Successor to the Parent Company
and/or the Subsidiary, by agreement in form and substance satisfactory to you, assume and assent to the fulfillment by such Successor of the Parent Company's or the Subsidiary 


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obligations
under this Agreement. Failure of the Parent Company or the Subsidiary to obtain such assent and assumption at least three (3) business days prior to the time a Third Party becomes a
Successor (or where the Parent Company or the Subsidiary does not have at least three (3) business days' advance notice that a Third Party may become a Successor, within one (1) business
day after having notice that such Third Party may become or has become a Successor) will constitute Good Reason for termination by you of your employment. The date on which any such succession becomes
effective will be deemed the Date of Termination, and Notice of Termination will be deemed to have been given to you on that date. A Successor has no rights, authority or power with respect to this
Agreement prior to a Change in Control. 


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


        8.    Notices.    For the purposes of this Agreement, notices and other communications provided for in this Agreement
must be in writing and will be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid and
addressed to each party's respective address set forth on the first page of this Agreement, or to such other address as either party may have 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 or claim arising under or in connection with this
Agreement will be heard and settled exclusively by binding arbitration administered by the American Arbitration Association in Minneapolis, Minnesota before a single arbitrator in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, that you may seek
specific performance in a court of competent jurisdiction of your right to receive benefits until the Date of Termination during the pendency of any dispute or controversy arising under or in
connection with this Agreement. If any dispute, controversy or claim for damages arising under or in connection with this Agreement is settled by arbitration, the Company and the Subsidiary will be
jointly and severally responsible for paying, or if elected by you, reimbursing, all fees, costs and expenses incurred by you related to such arbitration. If you do not elect arbitration, you may
pursue all available legal remedies. The Company and the Subsidiary will be jointly and severally responsible for paying, or if elected by you, reimbursing you for, all fees, costs and expenses
incurred by you in connection with any actual, threatened or contemplated litigation relating to this Agreement to which you are or reasonably expect to become a party, whether or not initiated by
you, if but only if you are successful in recovering any benefit under this Agreement as a result of such legal action. The parties agree that any litigation arising under or in connection with this
Agreement must be brought in a court of competent jurisdiction in the State of Minnesota, and both parties hereby consent to the exclusive jurisdiction of said courts for this purpose and agree not to
assert that such courts are an inconvenient forum. Neither the Parent Company nor the Subsidiary will assert in any dispute or controversy with you arising under or in connection with this Agreement
your failure to exhaust administrative remedies. 


        10.    Related Agreements.    To the extent that any provision of any other Benefit Plan or agreement between the
Parent Company and you or the Subsidiary and you limits, qualifies or is inconsistent with any provision of this Agreement, the provision of this Agreement will control. Nothing in this Agreement
prevents or limits your continuing or future participation in, and rights under, any Benefit Plan provided by the Parent Company or the Subsidiary and for which you may qualify. Amounts which are
vested benefits or to which you are otherwise entitled under any Benefit Plan or other agreement 


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with
the Parent Company or the Subsidiary at or subsequent to the Date of Termination will be payable in accordance with the terms thereof. Furthermore, nothing in this Agreement will prevent the
Parent Company, the Subsidiary or the Successor to the Parent Company or the Subsidiary from seeking enforcement of and damages arising under any confidentiality, invention assignment or
non-competition provision or breach thereof contained in any other agreement with the Parent Company or the Subsidiary or any Successor to the Parent Company or the Subsidiary. 


        11.    No Employment or Service Contract.    Nothing in this Agreement is intended to provide you with any right to
continue in the employ of the Subsidiary for any period of specific duration or interfere with or otherwise restrict in any way your rights or the rights of the Subsidiary, which rights are hereby
expressly reserved by each, to terminate your employment at any time for any reason or no reason whatsoever, with or without cause. 



        12.    Survival.    The respective obligations of, and benefits afforded to, the Parent Company, the Subsidiary and
you which by their express terms or clear intent survive termination of your employment with the Subsidiary or termination of this Agreement, as the case may be, will survive termination of your
employment with the Subsidiary or termination of this Agreement, as the case may be, and will remain in full force and effect according to their terms. 


        13.    Miscellaneous.    No provision of this Agreement may be modified, waived or discharged other than in a writing
signed by you, the Parent Company and the Subsidiary. No waiver by any party to this Agreement at any time of any breach by another party of any provision of this Agreement will be deemed a waiver of
any other provisions at the same or at any other time. This Agreement reflects the final and complete agreement of the parties and supersedes all prior and simultaneous agreements with respect to the
subject matter hereof. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflict of laws principles of any jurisdiction).
The invalidity or unenforceability of all or any part of any provision of this Agreement will not affect the validity or enforceability of the remainder of such provision or of any other provision of
this Agreement. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 


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



	 	 	Sincerely,
	

 	
 	
ev3, LLC
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	
ev3 INC.
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

Agreed to and Accepted as of this 1st day of September 2003:
	

 	
 	

 
[Executive]




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Exhibit 10.14