**Exhibit10.27**

AMENDMENT TO AGREEMENT

This Amendment toAgreement (this “Amendment”) effective as of December 31, 2006 is by and amongev3 Inc., a Delaware corporation (“ev3 Inc.”), ev3 Endovascular, Inc., aDelaware corporation previously known as ev3 Inc. (“ev3 Endovascular”) (ev3Inc. and ev3 Endovascular are collectively referred to herein as “ev3”), and L.Cecily Hines (“Employee”).

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

WHEREAS, Employee hasvoluntarily resigned as Vice President, Secretary and Chief Legal Officer ofev3 Inc. effective December 31, 2006 to have more time to pursue other interests;

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

WHEREAS, because ofEmployee’s significant experience and expertise with ev3 and its business,Employee and ev3 wish for Employee to remain as a part-time employee of ev3Endovascular to assist ev3 with certain areas of its business.

NOW, THEREFORE, inconsideration of the covenants and promises contained herein, of Employee’scontinued at-will employment by ev3 Endovascular, and of the compensation andbenefits received by Employee from ev3, the parties hereby agree to the amendedterms of employment as contained herein.

1.                                       Resignationfrom Officer Position.  Employeehereby resigns, effective December 31, 2006, as Vice President, Secretary andChief Legal Officer.

2.                                       Part-TimeEmployment.  Employee shall continueto work as an employee of ev3 Endovascular on a part-time basis and shalldevote approximately 80 hours per month to ev3. Employee’s new position willcommence 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 anexecutive officer of ev3 or a reporting person under Section 16 of theSecurities Exchange Act of 1934, as amended, with respect to ev3’s commonstock.

3.                                       Duties.  Employee shall work on projects as agreedupon with ev3’s****Chief LegalOfficer regarding various legal issues facing ev3. Initially, it iscontemplated that Employee will focus on projects involving ev3’s internationalbusiness, 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, inaccordance with the standard payroll 

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

5.                                       Benefits.  Employee shall be eligible for participationin all benefit programs of ev3 that are available to part-time employees. ev3will either provide a monthly amount or reimburse Employee for medical, dentaland disability coverage for Employee and her spouse, in accord with allapplicable laws and regulations.

6.                                       Changein Control Agreement.  The change incontrol letter agreement dated as of September 18, 2006 among ev3 Inc., ev3Endovascular and Employee (the “Change in Control Agreement”) shall remain infill force and effect.

7.                                       Accelerationof Stock Options and Release of Restrictions on Stock Grants.  As of June 30, 2008, provided that Employeeremains an employee of ev3 as of such date, all outstanding stock options topurchase shares of ev3 common stock then held by Employee as of such date willautomatically vest and become immediately exercisable and all outstandingrestricted stock grants relating to ev3’s common stock held by Employee as ofsuch 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 andother equity-based grants by ev3 Inc., but such grants shall be at the solediscretion of ev3’s Chief Executive Officer, and ultimately, the Board ofDirectors of ev3 Inc. or a committee of such Board.

9.                                       Termination.  Employee’s employment with ev3 remains “atwill”. Notwithstanding the foregoing, however, in the event ev3 decides toterminate Employee’s employment for any reason other than for Cause (ashereinafter defined) prior to June 30, 2008, ev3 shall provide Employee up toeight (8) months prior written notice. The required notice period shall dependupon when ev3 decides to terminate Employee’s employment and shall be asfollows:
| 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   |   |

 

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

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

10.                                 ReaffirmingOriginal Agreement.  Employeereaffirms her commitments to the terms of her Original Agreement which have notbeen modified by this Amendment.

11.                                 BusinessSupport and Reimbursement of Expenses. As a member of the Legal Department, ev3 agrees that Employee shallcontinue to utilize the staff in the Legal Department for support in accordancewith the policies and procedures implemented from time to time by the ChiefLegal Officer, and that all of her reasonable out-of-pocket business expensesincurred in connection with the performance of her duties hereunder, includingbut not limited to travel, computer, phone, supplies and services shall bereimbursed by ev3, provided that Employee properly accounts to ev3 for all suchexpenses in accordance with ev3’s standard policies relating to reimbursementof business expenses. All international travel of Employee required inconnection with the performance of her duties hereunder shall be businessclass; provided, however, that such level of travel is then ev3’s****current policy with respect tointernational travel for ev3’s most senior level employees. Notwithstanding anyof the foregoing, all expenses incurred by Employee will be subject to reviewand approval by ev3’s Chief Legal Officer in accordance with ev3 policies andprocedures.

12.                                 OtherEndeavors by Employee.  ev3recognizes and agrees that Employee shall be free to engage in other business,political and/or nonprofit activities unrelated to ev3; provided, however, thatsuch activities do not constitute a breach of her commitments to ev3 in herOriginal Agreement or this Amendment; and provided, further that Employee doesnot purport to act on behalf of ev3 or otherwise represent any affiliation withev3 in connection with her participation in such activities.

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13.                                 NoOther Changes.  Except as specificallyamended by this Amendment, all other provisions of the Original Agreement shallremain in full force and effect.  ThisAmendment shall not constitute or operate as a waiver of; or estoppel withrespect to, any provisions of the Original Agreement by any party hereto.

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

15.                                 EntireAgreement.  This Amendment and theOriginal Agreement together contains all the understandings and agreementsbetween the parties concerning Employee’s employment with ev3 and supersedesany and all prior agreements and understandings, whether written or oral,relating to the matters addressed in this Amendment, except the Change inControl Agreement, which shall remain in full force and effect. The partiesagree that there were no inducements or representations leading to theexecution of this Amendment except as stated in this Amendment. Anymodification of or addition to this Amendment must be in writing and signed byEmployee and on behalf of ev3 Inc. and ev3 Endovascular, by ev3’s ChiefExecutive Officer or ev3’s Vice President of Human Resources.

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

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ThisAmendment 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 |            |
|                                             |                 |  |  |  |

 

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