exv10w5






Exhibit 10.5




STANDARD NON-ISO GRANT




FORM OF

ev3 INC. SECOND AMENDED AND RESTATED

2005 INCENTIVE STOCK PLAN

OPTION CERTIFICATE




ev3 Inc., a Delaware corporation, in accordance with the ev3 Inc. Second Amended and Restated 2005
Incentive Stock Plan (the “Plan”), hereby grants an Option to                                         , who shall be
referred to as “Optionee”, to purchase from the Company
                     shares of Stock at an Option Price
per share equal to $                    , which grant shall be subject to all of the terms and conditions set
forth in this Option Certificate and in the Plan. This grant has been made as of                                         ,
200[ ], which shall be referred to as the “Grant Date”. This Option is not intended to satisfy
the requirements of § 422 of the Code and thus shall be a Non-ISO as that term is defined in the
Plan.



	 	 	 	 	 
	 	ev3 INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



TERMS AND CONDITIONS




          § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan has been made available to Optionee as further
described in § 12 .














 








§ 2. Vesting and Option Expiration.





	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Optionee’s
right under this Option Certificate to exercise this Option shall vest with
respect to: (1) 25% of the shares of Stock which may be purchased under this
Option Certificate (rounding down to the nearest whole number of shares of
Stock) on [Date], such date being approximately twelve (12) months from the
Grant Date, provided he or she remains continuously employed by the Company or
continues to provide services to the Company through such date, and (2) with
respect to the remaining 75% of such shares of Stock, in as nearly equal
amounts as possible, on the [Xth] day of each of the next thirty-six (36)
months thereafter, beginning on [Date] provided he or she remains continuously
employed by the Company or continues to provide services to the Company through
each such date.
	 
	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Optionee’s
employment or service with the Company terminates for any reason
whatsoever, including death, Disability or retirement, while there are
any non-vested shares of Stock subject to this Option under § 2(a),
this Option immediately upon such termination of employment or service
shall expire and shall have no further force or effect and be null and
void with respect to such non-vested shares of Stock.
	 
	 	(2)	 	Vested Shares. Optionee’s right to
exercise all or any part of this Option which has vested under § 2(a)
shall expire no later than the tenth anniversary of the Grant Date.
However, if Optionee’s employment or service relationship with the
Company terminates before the tenth anniversary of the Grant Date,
Optionee’s right to exercise this Option which has vested under § 2(a)
shall expire and shall have no further force or effect and shall be
null and void:






	 	(A)	 	on the date his or her employment
or service relationship terminates if his or her employment or
service relationship terminates for Cause,
	 
	 	(B)	 	on the first anniversary of the
date his or her employment or service relationship terminates if his or her
employment or service relationship terminates as




-2-









 






	 	 	 	a result of his or her death or Disability, or
	 
	 	(C)	 	at the end of the 90 day period
which starts on the date his or her employment or service
relationship terminates if his or her employment or service
relationship terminates other than (1) for Cause or (2) as a
result of his or her death or Disability.






	 	(c)	 	Special Rules.






	 	(1)	 	Sale of Business Unit. The Committee,
in connection with the sale of any Subsidiary, Affiliate, division or
other business unit of the Company, may, within the Committee’s sole
discretion, take any or all of the following actions if this Option or
the rights under this Option will be adversely affected by such
transaction:






	 	(A)	 	accelerate the time Optionee’s
right to exercise this Option will vest under § 2(a),
	 
	 	(B)	 	provide for vesting after such
sale or other disposition, or
	 
	 	(C)	 	extend the time at which this
Option will expire (but not beyond the tenth anniversary of the
Grant Date).






	 	(2)	 	Change in Control. If there is a
Change in Control of the Company, this Option shall be subject to the
provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(3)	 	Affiliates. For purposes of this
Option Certificate, any reference to the Company shall include any
Affiliate, Parent or Subsidiary of the Company, and a transfer of
employment or service relationship between the Company and any
Affiliate, Parent or Subsidiary of the Company or between any
Affiliate, Parent or Subsidiary of the Company shall not be treated as
a termination of employment or service relationship under the Plan or
this Option Certificate.
	 
	 	(4)	 	Termination of Employment or Service
Relationship. For purposes of this Option Certificate, if the
Optionee’s employment with the Company terminates while there are any
non-vested shares of Stock subject to this Option under





-3-









 





	 	 	 	§ 2(a) but the
Optionee at such time then becomes an independent consultant to the
Company, the Optionee’s right under this Option Certificate to exercise
this Option shall continue to vest so long as the Optionee continues to
provide services to the Company in accordance with § 2(a). For
purposes of this Option Certificate, except as otherwise provided
below, if the Optionee’s employment with the Company terminates but the
Optionee at such time then becomes an independent consultant to the
Company, the termination of the Optionee’s employment shall not result
in the expiration of the Option under § 2(b)(1) or 2(b)(2).
Notwithstanding the foregoing, the Optionee’s right to exercise all or
any part of this Option which has vested under § 2(a) shall expire no
later than the tenth anniversary of the Grant Date.
	 
	 	(5)	 	Fractional Shares. Optionee’s right to
exercise this Option shall not include a right to exercise this Option
to purchase a fractional share of Stock. If Optionee exercises this
Option on any date when this Option includes a fractional share of
Stock, his or her exercise right shall be rounded down to the nearest
whole share of Stock and the fractional share shall be carried forward
until that fractional share together with any other fractional shares
can be combined to equal a whole share of Stock or this Option expires.






	 	(a)	 	Definitions.






	 	(1)	 	Cause. For purposes of this
Certificate, “Cause” shall exist if (A) Optionee has engaged in conduct
that in the judgment of the Committee constitutes gross negligence,
misconduct or gross neglect in the performance of Optionee’s duties and
responsibilities, including conduct resulting or intending to result
directly or indirectly in gain or personal enrichment for Optionee at
the Company’s expense, (B) Optionee has been convicted of or has pled
guilty to a felony for fraud, embezzlement or theft, (C) Optionee has
engaged in a breach of any policy of the Company for which termination
of employment or service is a permissible consequence or Optionee has
not immediately cured any performance or other issues raised by
Optionee’s supervisor, (D) Optionee had knowledge of (and did not
disclose to the Company in writing) any condition that could
potentially impair Optionee’s ability to





-4-









 





	 	 	 	perform the functions of his
or her job or service relationship fully, completely and
successfully, or (E) Optionee has engaged in any conduct that would
constitute “cause” under the terms of his or her employment or
consulting agreement, if any.
	 
	 	(2)	 	Disability. For purposes of this
Certificate, “Disability” means any medically determinable physical or
mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months and
which renders Optionee unable to engage in any substantial gainful
activity. The Committee shall determine whether Optionee has a
Disability. If Optionee disputes such determination, the issue shall
be submitted to a competent licensed physician appointed by the Board,
and the physician’s determination as to whether Optionee has a
Disability shall be binding on the Company and on Optionee.





          § 3. Method of Exercise of Option. Optionee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by the
Company for the exercise of an Option. The Option Price shall be paid at exercise either in cash
(including check, bank draft or money order); provided, however, that the Committee, in its sole
discretion, may allow such payments to be made, in whole or in part, by (i) by tender, or
attestation as to ownership, of Shares that are already owned by the Optionee that are acceptable
to the Committee (“Previously Acquired Shares”); (ii) by a “net exercise” of the Option (as further
described below); (iii) through cashless exercise procedure which is effected by an unrelated
broker through a sale of Stock in the open market; or (iv) by a combination of such methods. In
the case of a “net exercise” of an Option, the Company will not require a payment of the exercise
price of the Option from the Optionee but will reduce the number of shares of Common Stock issued
upon the exercise by the largest number of whole shares that has a Fair Market Value that does not
exceed the aggregate exercise price for the Shares exercised under this method. Shares of Common
Stock will no longer be outstanding under this Option (and will therefore not thereafter be
exercisable) following the exercise of this Option to the extent of (i) shares used to pay the
exercise price of this Option under the “net exercise,” and (ii) shares actually delivered to the Optionee as a result of such exercise.
Previously Acquired Shares tendered or covered by an attestation as payment of an Option exercise
price will be valued at their Fair Market Value on the exercise date.




          § 4. Delivery and Other Laws. The Company shall deliver appropriate and proper
evidence of ownership of any Stock purchased pursuant to the exercise of




-5-









 







this Option as soon as
practicable after such exercise to the extent such delivery is then permissible under applicable
law or rule or regulation, and such delivery shall discharge the Company of all of its duties and
responsibilities with respect to this Option.




          § 5. Non-transferable. No rights granted under this Option shall be transferable by
Optionee other than (a) by will or by the laws of descent and distribution or (b) to a “family
member” as provided in § 10.2 of the Plan. The person or persons, if any, to whom this Option is
transferred shall be treated after Optionee’s death the same as Optionee under this Option
Certificate.




          § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Optionee the right to continue in employment by or perform services to the
Company or shall adversely affect the right of the Company to terminate Optionee’s employment or
service relationship with the Company with or without Cause at any time.




          § 7. Stockholder Status. Optionee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Optionee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.




          § 8. Governing Law. The Plan and this Option Certificate shall be governed by the
laws of the State of Delaware.




          § 9. Binding Effect. This Option Certificate shall be binding upon the Company and
Optionee and their respective heirs, executors, administrators and successors.




          § 10. Tax Withholding. This Option has been granted subject to the condition that
Optionee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which the Company determines are applicable upon the
exercise of this Option.




          § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.




          § 12. Availability of Copy of Plan and Plan Prospectus. A copy of the plan document
and prospectus for the ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan are available
on the Company’s intranet portal under the “Employee Tools” section, which can be accessed by
opening your web browser from your Company desktop or laptop computer. If you like to receive a
paper copy of the




-6-









 







plan document and/or plan prospectus, please contact:




Kevin M. Klemz

Senior Vice President, Secretary and Chief Legal Officer

ev3 Inc.

9600 54th Avenue North

Plymouth, Minnesota 55442

(763) 398-7000

KKlemz@ev3.net




          § 13. Availability of Annual Report to Stockholders and Other SEC Filings. A copy of
the Company’s most recent annual report to stockholders and other filings made with the Securities
and Exchange Commission are available on the Company’s internet website, www.ev3.net, under the
Investors Relations—SEC Filings section. If you like to receive a paper copy of the Company’s
most recent annual report to stockholders and other filings made by the Company with the Securities
and Exchange Commission, please contact Kevin M. Klemz at the address, telephone number or e-mail
address above.





-7-