exv10w3






Exhibit 10.3




FORM A

STANDARD NON-ISO GRANT

Grant #%%OPTION_NUMBER%-%




ev3 INC. THIRD AMENDED AND RESTATED

2005 INCENTIVE PLAN

OPTION CERTIFICATE



ev3 Inc., a Delaware corporation, in accordance with the ev3 Inc. Third Amended and Restated 2005
Incentive Plan (the “Plan”), hereby grants an Option to %%FIRST_NAME%-% %%LAST_NAME%-%, who shall
be referred to as “Optionee”, to purchase from the Company %%TOTAL_SHARES_GRANTED,’999,999,999’%-%
shares of Stock at an Option Price per share equal to $%%OPTION_PRICE,$999,999,999.99’%-%, 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 %%OPTION_DATE%_%, 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:  	/s/ Shawn McCormick
 	 
	 	 	Shawn  McCormick 	 
	 	 	SVP and  Chief  Financial  Officer 	 
	 



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 %%VEST_DATE_PERIOD1%-%, such date being 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 %%VEST_DATE_PERIOD1,’DD’%-% day of each of the next
thirty-six (36) months thereafter, ending on %%VEST_DATE_PERIOD2%-% 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
a result of his or her death or Disability, or




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	 	(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 § 17 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 § 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




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	 	 	 	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)	 	Effect of Actions Constituting Cause or
Adverse Action. If Optionee is determined by the Committee, acting
in its sole discretion, to have taken any action that would constitute
Cause or an Adverse Action during or within one year after the
termination of Optionee’s employment or other service with the Company
or a Subsidiary, irrespective of whether such action or the Committee’s
determination occurs before or after termination of Optionee’s
employment or other service with the Company or any Subsidiary and
irrespective of whether or not Optionee was terminated as a result of
such Cause or Adverse Action, (i) all rights of Optionee under the Plan
and this Option Certificate shall terminate and be forfeited without
notice of any kind, and (ii) the Committee in its sole discretion shall
have the authority to rescind the exercise, vesting or issuance of, or
payment in respect of, this Option and to require Optionee to pay to
the Company, within ten (10) days of receipt from the Company of notice
of such rescission, any amount received or the amount of any gain
realized as a result of such rescinded exercise, vesting, issuance or
payment (including any dividends paid or other distributions made with
respect to any shares subject to this Option). The Company may defer
the exercise of this Option for a period of up to six (6) months after
receipt of Optionee’s written notice of exercise or the issuance of
share certificates upon the vesting of this Option for a period of up
to six (6) months after the date of such vesting in order for the
Committee to make any determination as to the existence of Cause or an
Adverse Action.
	 
	 	(6)	 	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




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	 	 	 	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.





     § 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; (iv) by a combination of such methods; or (v)
any other method approved or accepted by the Committee in its discretion. 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 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 § 19.2 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



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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. Third Amended and Restated 2005 Incentive 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 plan document and/or plan prospectus, please contact:



Kevin M. Klemz

Senior Vice President, Secretary and Chief Legal Officer

ev3 Inc.



3033 Campus Drive

Plymouth, Minnesota 55441

(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



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above.




     § 14. Nature of the Grant. In accepting this Option grant, Optionee acknowledges
that:




	 	(a)	 	the Plan is established voluntarily by the Company, it is
discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan or
this Option Certificate;
	 
	 	(b)	 	the grant of this Option is voluntary and occasional and does
not create any contractual or other right to receive future Option grants, or
benefits in lieu of Option grants, even if Option grants have been granted
repeatedly in the past;
	 
	 	(c)	 	all decisions with respect to future Option grants, if any,
will be at the sole discretion of the Company;
	 
	 	(d)	 	Optionee is voluntarily participating in the Plan;
	 
	 	(e)	 	the Option grant is not part of normal or expected compensation
or salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments and in no event should be considered as compensation for, or relating
in any way to, past services for the Company or the Employer;
	 
	 	(f)	 	the future value of the underlying shares of Stock is unknown
and cannot be predicted with certainty and if Optionee vests in the Option
grant, exercises this Option in accordance with the terms of this Option
Certificate and is issued shares of Stock, the value of those shares may
increase or decrease;
	 
	 	(g)	 	in consideration of the grant of this Option, no claim or
entitlement to compensation or damages shall arise from termination of this
Option or diminution in value of this Option or shares of Stock acquired upon
exercise of this Option resulting from termination of Optionee’s employment or
service by the Company or one of its Affiliates (for any reason whatsoever and
whether or not in breach of local labor laws) and Optionee irrevocably releases
the Company and its Affiliates from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by acceptance of this Option Certificate,
Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;




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	 	(h)	 	the Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding Optionee’s
participation in the Plan, or Optionee’s purchase or sale of the underlying
shares of Stock; and
	 
	 	(i)	 	Optionee is hereby advised to consult with his or her own
personal tax, legal and financial advisors regarding his or her participation
in the Plan before taking any action related to the Plan.






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