exv10w7






Exhibit 10.7




ev3 INC.

SECOND AMENDED AND RESTATED 2005 INCENTIVE STOCK PLAN




ADDENDUM

Terms and Conditions for French Stock Grants

The following terms and conditions will apply in the case of

Stock Grants under the ev3 Inc. Second Amended and Restated 2005 Incentive
 Stock Plan to French
residents and to those individuals who

are otherwise subject to the laws of France.



As a matter of principle, any provision included in the ev3 Inc. Second Amended and Restated 2005
Incentive Stock Plan (the “Plan”) or any other document evidencing the terms and conditions of the
Plan or a stock grant under the Plan that would contravene any substantive principle set out in
Articles L.225-197-1 to L.225-197-5 of the French Code de Commerce shall not be applicable to
participants who are residents of France.




ev3 INC. SECOND AMENDED AND RESTATED

2005 INCENTIVE STOCK PLAN

STOCK GRANT CERTIFICATE



This Stock Grant Certificate evidences a Stock Grant made pursuant to the ev3 Inc. Second Amended
and Restated 2005 Incentive Stock Plan (the “Plan”) of [                    ] shares of restricted Stock to
[                    ], who shall be referred to as “Grantee”. This Stock Grant is granted effective as of
[                    ], which shall be referred to as the “Grant Date.”




	 	 	 	 	 
	 	ev3 INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


§1. Plan and Stock Grant. This Stock Grant is subject to all of the terms and conditions
set forth in i) this Stock Grant Certificate including the Addendum or “sub-plan” covering stock
grants to residents of France ii) in the Plan. In the event of any inconsistency between the Plan
and the sub-plan, the sub-plan shall control. All of the capitalized terms not otherwise defined
in this Stock Grant Certificate shall have the same meaning in this Stock Grant Certificate as in
the Plan.




 









 







§2. Stockholder Status. Grantee shall have no rights as a Stockholder with respect to the
shares of Stock subject to this Stock Grant until such shares have been issued pursuant to § 4 of
this Stock Grant Certificate. Notwithstanding the generality of the foregoing, Grantee shall not
be entitled to vote any of the shares of Stock subject to this Stock Grant until such shares have
been issued pursuant to § 4 of this Stock Grant Certificate or receive any dividends declared prior
to the issuance of such shares or otherwise exercise any incidents of ownership with respect to
such shares of Stock until such shares have been issued pursuant to § 4 of this Stock Grant
Certificate.



§3. Stock Ownership Limitation





	 	(a)	 	No share of Stock may be issued under this Stock Grant Certificate if Grantee
owns 10% or more of the voting power of all classes of stock of the Company at the time
of issuance of such share.






	 	(b)	 	The number of shares of Stock that may be issued to the Grantee under this
Stock Grant Certificate, on a cumulative basis, shall not exceed 10% of the total
number of shares of Stock of the Company.






	 	(c)	 	Any share of Stock issued to Grantee in violation of this § 3 shall not be
deemed to have been issued to Grantee.




§4. Conditions to Issuance of Shares.





	 	(a)	 	Conditions to Issuance of Shares. Subject to § 3 above and §4(b) and
§4(c) below, the shares of Stock subject to this Stock Grant shall be issued in such
increments and at such times as follows:






	 	(1)	 	50% of the shares of Stock subject to this Stock Grant
(rounding down to the nearest whole number of shares of Stock) shall be issued
on [                    ], which date shall not be before the expiration of a two (2) year
period from the Grant Date; provided, however, that the Grantee continuously
provides services to the Company or its Affiliates through such date,
	 
	 	(2)	 	An additional 25% of the shares of Stock subject to this Stock
Grant (rounding down to the nearest whole number of shares of Stock) shall be
issued on [                    ], which date shall not be before the expiration of a three
(3) year period from the Grant Date; provided, however, that the Grantee
continuously provides services to the Company or its Affiliates through such
date, and
	 
	 	(3)	 	The remaining 25% of the shares of Stock subject to this Stock
Grant (rounding down to the nearest whole number of shares of Stock) shall be
issued on [                    ], which date shall not be before the expiration of a three
(3) year period from the Grant Date;




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	 	 	 	provided, however, that the Grantee continuously provides services to the
Company or its Affiliates through such date.






	 	(b)	 	Forfeiture of Rights to Receive Unissued Shares. If Grantee’s
continuous service relationship with the Company and its Affiliates terminates for any
reason whatsoever, other than Grantee’s death, before all of the shares of Stock
subject to this Stock Grant are issued pursuant to § 4(a), then he or she shall (except
as provided in § 14 of the Plan) forfeit his or her rights to receive all of the
remaining shares of Stock subject to this Stock Grant that have not been issued as of
the date Grantee’s service relationship with the Company and its Affiliates so
terminates.






	 	(c)	 	Issuance of Shares Upon Death of Grantee. If Grantee’s continuous
service relationship with the Company and its Affiliates terminates as a result of
Grantee’s death before all of the shares of Stock subject to this Stock Grant are
issued pursuant to § 4(a), then all of the remaining shares of Stock subject to this
Stock Grant that have not been issued as of the date Grantee’s service relationship
with the Company and its Affiliates so terminates will be issued to Grantee’s heirs
upon their request as provided under applicable law. The shares of Stock may be issued
at any time within six (6) months following the date of death by the Grantee’s estate
or by a person who acquired the right to receive the shares by bequest or inheritance.




§5. Mandatory Holding Period. If Grantee (or Grantee’s heirs if required by the French
Law) is issued shares of Stock pursuant to § 4, Grantee (or Grantee’s heirs) must hold such
shares of Stock for a minimum period of two (2) years from the date of issuance of such shares of
Stock.



§6. Changes in Shares. The tax and social security treatment of any adjustment provided
for in Section 13 of the Plan to the number of shares to be issued shall have to be appreciated in
consideration of the applicable provisions of the French Code of Commerce.



§7. Book Entry; Stock Certificates. As soon as practicable after each date as of which
shares of Stock subject to this Stock Grant are issued pursuant to § 4, the Company shall direct
its transfer agent to issue such number of shares of Stock issued pursuant to § 4 in the name of
Grantee (or Grantee’s heirs) in book entry or to issue one or more physical stock certificates
representing such shares in the name of Grantee provided, however, that such book entry notations
and/or stock certificate(s) shall contain a restrictive legend regarding the mandatory holding
period as provided in § 5.



§8. Nontransferable. No rights granted under this Stock Grant Certificate shall be
transferable by Grantee other than by will or by the laws of descent and distribution.



§9. Other Laws. The Company shall have the right to refuse to issue or transfer shares of
Stock subject to this Stock Grant to Grantee (or Grantee’s heirs) if the


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Company acting in its absolute discretion determines that the issuance or transfer of such shares
might violate any applicable law or regulation.



§10. No Right to Continue Service. None of the Plan (including the sub-plan), this Stock
Grant Certificate, or any related material shall give Grantee the right to remain employed by the
Company or its Affiliates or to continue in the service of the Company or its Affiliates in any
other capacity.



§11. Governing Law. The Plan (including the sub-plan) and this Stock Grant Certificate
shall be governed by the laws of the State of Delaware of the United States of America.



§12. Binding Effect. This Stock Grant Certificate shall be binding upon the Company and
Grantee and their respective heirs, executors, administrators and successors.



§13. Headings and Sections. The headings contained in this Stock Grant Certificate are for
reference purposes only and shall not affect in any way the meaning or interpretation of this Stock
Grant Certificate. All references to sections in this Stock Grant Certificate shall be to sections
of this Stock Grant Certificate unless otherwise expressly stated as part of such reference.



Granted acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the
terms and provisions thereof, and hereby accepts the Stock Grant subject to all of the terms and
provisions hereof and thereof. Granted has reviewed this Stock Grant Certificate and the Plan in
their entirety, has had an opportunity to obtain the advice of counsel and fully understands all
provisions of this Stock Grant Certificate and the Plan.




	 	 	 	 	 	 	 	 	 	 	 
	DATED:

	 	 	 	 	 	     SIGNED	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

Beneficiary
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






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