**Exhibit 10.24**

 

**ev3 INC.EMPLOYEE STOCK PURCHASE PLAN**

 

**Section 1.              Purpose.**  This Employee Stock Purchase Plan (the “Plan”)is intended to advance the interests of ev3 Inc., a Delaware corporation (“theCompany”) and its stockholders by providing Employees of the Company and itsDesignated Subsidiaries with opportunities to acquire shares of the Company’sCommon Stock on favorable terms through payroll deductions.  The Plan is intended to qualify as an “employeestock purchase plan” under Section 423 of the Internal Revenue Code of1986, as amended (the “Code”), and will be construed so as to extend and limitparticipation in a manner consistent with the requirements of Section 423of the Code.

 

## **Section 2.              Definitions**.

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### (a)           “Board” means the Board of Directorsof the Company.

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(b)           “CommonStock” means the common stock, par value $0.01 per share, of the Company, orthe number and kind of shares of stock or other securities into which suchcommon stock may be changed in accordance with Section 13 of the Plan.

 

(c)           “Committee”means the entity administering the Plan, as provided in Section 3 below.

 

(d)           “Compensation”means regular straight-time earnings and commissions that are included inregular compensation, including amounts that would have constituted compensationbut for a Participant’s election to defer or reduce compensation pursuant toany deferred compensation, cafeteria, capital accumulation or any other similarplan of the Company and excluding all other amounts such as amountsattributable to overtime, shift premium, incentive compensation and bonuses(except to the extent that the inclusion of any such item is specificallydirected by the Committee), determined in a manner consistent with therequirements of Section 423 of the Code.

 

(e)           “DesignatedSubsidiary” means a Subsidiary that has been designated by the Board from timeto time, in its sole discretion, as eligible to participate in the Plan.

 

(f)            “Employee”means any person, including an officer, who is employed by the Company or oneof its Designated Subsidiaries, excluding any such person whose customaryemployment with the Company or a Designated Subsidiary is for 20 hours or lessper week.

 

### (g)           “Exchange Act” means the SecuritiesExchange Act of 1934, as amended.

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(h)           “FairMarket Value” means, with respect to the Common Stock, as of any date: (i) theclosing sale price of the Common Stock as of such date at the end of theregular trading session, as reported on the Nasdaq National Market System or onany national exchange (or, if no shares were traded on such date, as of thenext preceding date on which there was such a trade); or (ii) if theCommon Stock is not so listed, admitted to unlisted trading privileges, orreported on any national exchange or on the Nasdaq National Market System, the closingsale price as of such date at the end of the regular trading session, asreported by the Nasdaq SmallCap Market, Over-the-Counter Bulletin Board, theBulletin Board Exchange (BBX) or the Pink Sheets, LLC, or other comparableservice (or, if no shares were traded or quoted on such date, as of the nextpreceding date on which there was such a trade or quote); or (iii) if theCommon Stock is not so 

 

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listed or reported, such price as the Committee determines in its solediscretion in a manner acceptable under Section 423 of the Code.

 

(i)            “Offering”means any of the offerings to Participants of options to purchase Common Stockunder the Plan, as described in Section 5 below.

 

(j)            “OfferingDate” means the first day of the period of an Offering under the Plan, asdescribed in Section 5 below.

 

### (k)           “Option Price” is defined in Section 8below.

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(l)            “Participant”means an eligible Employee who elects to participate in the Plan pursuant to Section 6below.

 

### (m)          “Securities Act” means the SecuritiesAct of 1933, as amended.

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(n)           “Subsidiary”means any subsidiary corporation of the Company within the meaning of Section 424(f) ofthe Code.

 

(o)           “PurchaseDate” means the last day of the period of an Offering under the Plan, asdescribed in Section 5 below.

 

## **Section 3.              Administration.**  The Plan will be administered by the Board orby a committee of the Board.  So long asthe Company has a class of its equity securities registered under Section 12of the Exchange Act, the Plan will be administered by a committee (the “Committee”)consisting solely of not less than two members of the Board who are “non-employeedirectors” within the meaning of Rule 16b-3 under the Exchange Act.  Such a committee, if established, will act bymajority approval of the members (but may also take action with the writtenconsent of all the members of such committee), and a majority of the members ofsuch a committee will constitute a quorum. As used in the Plan, “Committee” will refer to the Board or to such acommittee, if established.  To the extentconsistent with corporate law, the Committee may delegate to any officers ofthe Company the duties, power and authority of the Committee under the Planpursuant to such conditions or limitations as the Committee may establish;provided, however, that only the Committee may exercise such duties, power andauthority with respect to Participants who are subject to Section 16 ofthe Exchange Act.  The Committee mayexercise its duties, power and authority under the Plan in its sole discretionwithout the consent of any Participant or other party, unless the Planspecifically provides otherwise.  Eachdetermination, interpretation or other action made or taken by the Committeepursuant to the provisions of the Plan will be final, conclusive and bindingfor all purposes and on all persons, including, without limitation, theCompany, the stockholders of the Company, the Participants and their respectivesuccessors-in-interest.  No member of theCommittee shall be liable for any action or determination made in good faithwith respect to the Plan or any option granted under the Plan.

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## **Section 4.              Eligibility.**

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(a)           Withrespect to an Offering, any Employee employed by the Company or a DesignatedSubsidiary on the Offering Date shall be eligible to participate in the Plan,subject to the limitations imposed by Section 423(b) of the Code.

 

(b)           Anyprovisions of the Plan to the contrary notwithstanding, no Employee shall begranted an option under the Plan if:

 

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(i)            immediatelyafter the grant, such Employee (or any other person whose stock ownership wouldbe attributed to such Employee pursuant to Section 424(d) of theCode) would own shares of Common Stock and/or hold outstanding options topurchase shares of Common Stock possessing 5% or more of the total combinedvoting power or value of all classes of shares of the Company or of anySubsidiary; or

 

(ii)           theamount of payroll deductions that the Employee has elected to have withheldunder such option (pursuant to Section 7 below) would permit the Employeeto purchase shares of Common Stock under all “employee stock purchase plans”(within the meaning of Section 423 of the Code) of the Company and itsSubsidiaries to accrue (i.e., become exercisable) at a rate that exceeds$25,000 of the Fair Market Value of such shares of Common Stock (determined atthe time such option is granted) for each calendar year in which such option isoutstanding at any time.

 

**Section 5.              Offerings.**  Options to purchase shares of Common Stockshall be offered to Participants under the Plan through a continuous series ofOfferings, each continuing for six months and each of which shall commence on January 1and July 1 of each year, as the case may be, and shall terminate on June 30and December 31 of such year, as the case may be; provided, however, thatthe first Offering under the Plan shall have an Offering Date and Purchase Dateas determined by the Committee in its sole discretion.  Offerings under the Plan shall continue untileither (a) the Committee decides, in its sole discretion, that no furtherOfferings shall be made because the Common Stock remaining available under thePlan is insufficient to make an Offering to all eligible Employees, or (b) thePlan is terminated under Section 17 below. Notwithstanding the foregoing, and without limiting the authority of theCommittee under Section 3, 13(b) and 17 of the Plan, the Committee,in its sole discretion, may (a) accelerate the Purchase Date of the thencurrent Offering and provide for the exercise of options thereunder byParticipants in accordance with Section 9 of the Plan, or (b) acceleratethe Purchase Date of the then current Offering and provide that all payrolldeductions credited to the accounts of Participants will be paid toParticipants as soon as practicable after such Purchase Date and that alloptions for such Offering will automatically be canceled and will no longer beexercisable, if such change is announced at least five (5) days prior tothe newly scheduled Purchase Date.

 

## **Section 6.              Participation.**

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(a)           Aneligible Employee may become a Participant in the Plan by completing asubscription agreement authorizing payroll deductions on the form provided bythe Company (the “Participation Form”) and filing the Participation Form withthe Company’s Human Resources Department or the stock brokerage or otherfinancial services firm designated by the Company (“Designated Broker”) notless than 15 days before the Offering Date of the first Offering in which theParticipant wishes to participate.

 

(b)           Exceptas provided in Section 7(a) below, payroll deductions for aParticipant shall begin with the first payroll following the applicableOffering Date, and shall continue until the termination date of the Plan,subject to earlier termination by the Participant as provided in Section 11below or increases or decreases by the Participant in the amount of payrolldeductions as provided in Section 7(c) below.

 

## **Section 7.              Payroll Deductions.**

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(a)           Bycompleting and filing a Participation Form, a Participant shall elect to havepayroll deductions made from the Participant’s total Compensation (in wholepercentages from 1% to a maximum of 10% of the Participant’s totalCompensation) on each payday during the 

 

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time he or she is a Participant in the Plan in such amount as he or sheshall designate on the Participation Form; provided, however, that noParticipant’s payroll deductions shall be less than $10.00 per pay period.

 

(b)           Allpayroll deductions authorized by a Participant shall be credited to an accountestablished under the Plan for the Participant. The monies represented by such account shall be held as part of theCompany’s general assets, usable for any corporate purpose, and the Companyshall not be obligated to segregate such monies.  A Participant may not make any separate cashpayment or contribution to such account.

 

(c)           Noincreases or decreases of the amount of payroll deductions for a Participantmay be made during an Offering.  AParticipant may increase or decrease the amount of the Participant’s payrolldeductions under the Plan for subsequent Offerings by completing an amendedParticipation Form and filing it with the Company’s Human ResourcesDepartment or Designated Broker not less than 15 days prior to the OfferingDate as of which such increase or decrease is to be effective.

 

(d)           AParticipant may discontinue the Participant’s participation in the Plan at anytime as provided in Section 11 below.

 

**Section 8.              Grant of Option.**  On each Offering Date, each eligible Employeewho is then a Participant shall be granted (by operation of the Plan) an optionto purchase as many full shares of Common Stock at the Option Price as he orshe will be able to purchase with (a) the payroll deductions credited tothe Participant’s account during the Participant’s participation in theOffering beginning on such Offering Date and (b) the balance (if any)carried forward from the Employee’s payroll deduction account from the precedingOffering.  Notwithstanding the foregoing,in no event may the number of shares purchased by any Employee during anOffering exceed 2,500 shares of Common Stock. The option price per share of such shares (the “Option Price”) shall beequal to the lesser of: (a) 85% of the Fair Market Value of one share ofCommon Stock on the Offering Date or (b) 85% of the Fair Market Value ofone share of Common Stock on the Purchase Date.

 

## **Section 9.              Exercise of Option**.

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(a)           Unlessa Participant gives written notice to the Company as provided in Section 9(d) belowor withdraws from the Plan pursuant to Section 11 below, the Participant’soption for the purchase of shares of Common Stock granted for an Offering willbe exercised automatically at the Purchase Date of such Offering for thepurchase of the number of full shares of Common Stock that the accumulatedpayroll deductions in the Participant’s account on such Purchase Date willpurchase at the applicable Option Price.

 

(b)           AParticipant may only purchase one or more full shares in connection with theautomatic exercise of an option granted for any Offering.  That portion of any balance remaining in aParticipant’s payroll deduction account at the close of business on thePurchase Date of any Offering that is less than the purchase price of one fullshare will be carried forward into the Participant’s payroll deduction accountfor the following Offering.  In no eventwill the balance carried forward be equal to or greater than the purchase priceof one share on the Purchase Date of an Offering.  Notwithstanding the foregoing, the Committeemay determine, in its sole discretion, that in lieu of carrying such cashbalances forward, such balances will be deemed to have purchased such number offractional shares of Common Stock as would then be purchasable at theapplicable Option Price, with such fractional shares calculated to the fourth(4th) decimal place.

 

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(c)           NoParticipant (or any person claiming through such Participant) shall have anyinterest in any Common Stock subject to an option under the Plan until suchoption has been exercised, at which point such interest shall be limited to theinterest of a purchaser of the Common Stock purchased upon such exercise pendingthe delivery or credit of such Common Stock in accordance with Section 10below.  During the Participant’slifetime, a Participant’s option to purchase shares of Common Stock under thePlan is exercisable only by the Participant.

 

(d)           Bywritten notice to the Company prior to the Purchase Date of any Offering, aParticipant may elect, effective on such Purchase Date to withdraw all of theaccumulated payroll deductions in the Participant’s account as of the PurchaseDate (which withdrawal may, but need not, also constitute a notice oftermination and withdrawal pursuant to Section 11(a)).

 

## **Section 10.            Delivery.**

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(a)           Exceptas provided in paragraph (b) below, as promptly as practicable after thePurchase Date of each Offering, the Company will deliver to each Participant,as appropriate, either:

 

(i)            acertificate representing the shares of Common Stock purchased upon exercise ofthe Participant’s option granted for such Offering, registered in the name ofthe Participant or, if the Participant so directs on the Participant’sParticipation Form, in the names of the Participant and the Participant’sspouse; or

 

(ii)           ifthe Participant makes an election pursuant to Section 9(d) for theOffering, a cash payment equal to the total of the payroll deductions creditedto the Participant’s account.

 

(b)           Notwithstandingparagraph (a) above, in lieu of delivering certificates to each of theParticipants with respect to shares of Common Stock purchased in connectionwith an Offering, the Company may deliver a certificate to a third partyrepresenting an aggregate of all of the shares of Common Stock purchased inconnection with the Offering (including an aggregate of all of the fractionalshares deemed to have been purchased pursuant to Section 9(b), ifapplicable) rounded down to the nearest full share, plus cash in an amountequal to the Option Price multiplied by any remaining fractional share deemedto have been purchased pursuant to Section 9(b), if applicable, whichshares will be held for the benefit of the Participants in accordance withtheir respective interests, and will deliver a statement of account to eachParticipant indicating the number of shares of Common Stock purchased by thatParticipant in connection with that Offering. In the event shares are held for the benefit of Participants, all fullshares purchased and fractional shares deemed to have been purchased by aParticipant in an Offering and in any subsequent Offerings will accumulate forthe benefit of the Participant until the Participant’s withdrawal ortermination pursuant to Section 11.

 

## **Section 11.            Withdrawal; Termination of Employment.**

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(a)           AParticipant may terminate the Participant’s participation in the Plan andwithdraw all, but not less than all, the payroll deductions credited to theParticipant’s account under the Plan at any time prior to the Purchase Date ofan Offering, for such Offering, by giving written notice to the Company’s HumanResources Department or Designated Broker. Such notice shall state that the Participant wishes to terminate theParticipant’s involvement in the Plan, specify a termination date and requestthe withdrawal of all of the Participant’s payroll deductions held under thePlan.  All of the Participant’s payrolldeductions credited to the 

 

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Participant’s account will be paid to the Participant as soon aspracticable after the termination date specified in the notice of terminationand withdrawal (or, if no such date is specified, as soon as practical afterreceipt of the Participant’s notice of termination and withdrawal), and theParticipant’s option for such Offering will be automatically canceled, and nofurther payroll deductions for the purchase of shares of Common Stock will bemade for such Offering or for any subsequent Offering, except in accordancewith a new Participation Form filed pursuant to Section 6 above.

 

(b)           Upontermination of a Participant’s employment for any reason, including retirementor death, the payroll deductions accumulated in the Participant’s account willbe returned to the Participant as soon as practicable after such terminationor, in the case of the Participant’s death, to the person or persons entitledthereto under Section 14 below, and the Participant’s option will beautomatically canceled.  In the eventthat shares are held for the benefit of Participants pursuant to Section 10(b),then upon the termination of a Participant’s employment for any reason,including retirement or death, the Participant, or, in the case of death, theParticipant’s designated beneficiary (if allowed by the Committee) or theexecutor or administrator of the Participant’s estate will be entitled toreceive, a certificate representing the number of full shares of Common Stockheld for the benefit of the Participant plus cash in an amount equal to theFair Market Value of any remaining fractional share deemed to have beenpurchased.  In any event, Fair MarketValue will be determined as of such termination and such certificate will bedelivered and such amounts paid as soon thereafter as practicable.  For purposes of the Plan, the terminationdate of employment shall be the Participant’s last date of actual employmentand shall not include any period during which such Participant receives anyseverance payments.  A transfer ofemployment between the Company and a Designated Subsidiary or between oneDesignated Subsidiary and another Designated Subsidiary, or absence or leaveapproved by the Company, shall not be deemed a termination of employment underthis Section 11(b).

 

(c)           AParticipant’s termination and withdrawal pursuant to Section 11(a) abovewill not have any effect upon the Participant’s eligibility to participate in asubsequent Offering by completing and filing a new Participation Form pursuantto Section 6 above or in any similar plan that may hereafter be adopted bythe Company.

 

**Section 12.            Interest.**  No interest shall accrue on a Participant’spayroll deductions under the Plan.

 

## **Section 13.            Stock Subject to the Plan.**

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(a)           Themaximum number of shares of Common Stock that shall be reserved for sale underthe Plan shall be 750,000****shares,subject to adjustment upon changes in capitalization of the Company as providedin Section 13(b) below.  Theshares to be sold to Participants under the Plan may be, at the election of theCompany, either treasury shares or shares authorized but unissued.  If the total number of shares of Common Stockthat would otherwise be subject to options granted pursuant to Section 8above on any Purchase Date exceeds the number of shares then available underthe Plan (after deduction of all shares for which options have been exercisedor are then outstanding), the Company shall make a pro rata allocation of theshares of Common Stock remaining available for issuance in as uniform andequitable a manner as is practicable.  Insuch event, the Company shall give written notice of such reduction of thenumber of shares subject to the option to each Participant affected thereby andshall return any excess funds accumulated in each Participant’s account as soonas practicable after the Purchase Date of such Offering.

 

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(b)           Inthe event of any reorganization, merger, consolidation, recapitalization,liquidation, reclassification, stock dividend, stock split, combination ofshares, rights offering, divestiture or extraordinary dividend (including aspin-off) or any other similar change in the corporate structure or shares ofthe Company, the Committee (or, if the Company is not the surviving corporationin any such transaction, the board of directors of the surviving corporation)will make appropriate adjustment (which determination will be conclusive) as tothe number and kind of securities or other property (including cash) available forissuance or payment under the Plan and, in order to prevent dilution orenlargement of the rights of Participants, the number and kind of securities orother property (including cash) subject to, and the exercise price of,outstanding options.

 

(c)           Inthe event that Participants are deemed to have purchased fractional shares ofCommon Stock pursuant to Section 9(b), the aggregate of such fractionalshare interests at any given time will be applied to reduce the maximum numberof shares of Common Stock remaining available for issuance under the Plan;provided, however, that any fractional shares that are paid out to aParticipant in cash pursuant to Section 11 will automatically again becomeavailable for issuance under the Plan.

 

## **Section 14.            Designation of Beneficiary.**

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(a)           Inthe discretion of the Committee, a Participant may file written designation ofa beneficiary who is to receive shares of Common Stock and/or cash, if any,from the Participant’s account under the Plan in the event of such Participant’sdeath at a time when cash or shares of Common Stock are held for theParticipant’s account.

 

(b)           Suchdesignation of beneficiary may be changed by the Participant at any time bywritten notice.  In the event of thedeath of a Participant in the absence of a valid designation of a beneficiarywho is living at the time of such Participant’s death, the Company shalldeliver such shares of Common Stock and/or cash to the executor oradministrator of the estate of the Participant; or, if no such executor or administratorhas been appointed (to the knowledge of the Company), the Company, in itsdiscretion, may deliver such shares of Common Stock and/or cash to the spouseor to any one or more dependents or relatives of the Participant; or, if nospouse, dependent or relative is known to the Company, then to such otherperson as the Company may designate.

 

**Section 15.            Transferability.**  Neither payroll deductions credited to aParticipant’s account nor any rights with regard to the exercise of an optionor to receive shares of Common Stock under the Plan may be assigned,transferred, pledged or otherwise disposed of in any way (other than by will,the laws of descent and distribution, or as provided in Section 14 above)by the Participant.  Any such attempt atassignment, transfer, pledge or other disposition shall be without effect,except that the Company may treat such act as an election to withdraw funds inaccordance with Section 11(a) above.

 

## **Section 16.            Share Transfer Restrictions.**

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(a)           Sharesof Common Stock shall not be issued under the Plan unless such issuance iseither registered under the Securities Act and applicable state securities lawsor is exempt from such registration.

 

(b)           Sharesof Common Stock issued under the Plan may not be sold, assigned, transferred,pledged encumbered, or otherwise disposed of (whether voluntarily orinvoluntarily) 

 

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except pursuant to registration under the Securities Act and applicablestate securities laws, or pursuant to exemptions from such registration.

 

(c)           TheCompany may condition the issuance, sale or transfer of shares of Common Stockupon the receipt of any representations or agreements from the partiesinvolved, and the placement of any legends on certificates representing sharesof Common Stock, as may be deemed necessary or advisable by the Company inorder to comply with such securities law or other restrictions.

 

**Section 17.            Amendment.**  The Plan may be amended by the Board fromtime to time to the extent that the Board deems necessary or appropriate inlight of, and consistent with, Section 423 of the Code; provided, however,that no such amendment shall be effective, without approval of the stockholdersof the Company, if stockholder approval of the amendment is then requiredpursuant to Rule 16b-3 under the Exchange Act or any successor rule, the rules ofany stock exchange or Nasdaq if the Common Stock is then listed on suchexchange or Nasdaq or similar regulatory body, or Section 423 of the Code.

 

**Section 18.            Notices.**  All notices or other communications by aParticipant to the Company in connection with the Plan shall be deemed to havebeen duly given when received by the Chief Financial Officer of the Company orby any other person designated by the Company for the receipt of such noticesor other communications, in the form and at the location specified by theCompany.

 

## **Section 19.            No Right to Employment.**  Nothing in the Plan will interfere with orlimit in any way the right of the Company or any Designated Subsidiary toterminate the employment of any Employee or Participant at any time, nor conferupon any Employee or Participant any right to continue in the employ of theCompany or any Designated Subsidiary.

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**Section 20.            Effective Date of Plan; Termination.**  The Plan shall be effective as of February 13, 2006, the date it was adopted by the Board. The Plan has been adopted by the Board subject to stockholder approval,and prior to stockholder approval shares of Common Stock may be issued underthe Plan subject to such approval.  TheBoard may terminate or suspend the Plan or the granting of options pursuant tothe Plan at any time.  The Plan willautomatically terminate at midnight on February 12, 2016.  No option will be granted after terminationof the Plan.

 

**Section 21.            Governing Law. **Except to the extent expressly provided hereinor in connection with other matters of corporate governance and authority (allof which shall be governed by the laws of the Company’s jurisdiction ofincorporation), the validity, construction, interpretation, administration andeffect of the Plan and any rules, regulations and actions relating to the Planwill be governed by and construed exclusively in accordance with the laws ofthe State of Minnesota, notwithstanding the conflicts of laws principles of anyjurisdictions.

 

**Section 22.            Miscellaneous.**  The headings to Sections in the Plan havebeen included for convenience of reference only.  Except as otherwise expressly indicated, allreferences to Sections in the Plan shall be to Sections of the Plan.

 

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