exv10w30



 





Exhibit 10.30









Executive Performance Incentive Plan




Effective January 1, 2008




Performance Period: January 1 – December 31, 2008




 









 





	 	 	 
	

	 	Executive Performance Incentive Plan

Effective January 1, 2008

Performance Period

January 1 - December 31, 2008







	I.	 	Purpose of the Plan
	 
	 	 	ev3 Inc.’s compensation philosophy is to pay for performance. The purpose of the ev3 Inc.
Executive Performance Incentive Plan (the “Plan”) is to align the interests of ev3 Inc. and
its subsidiaries (the “Company”), executive-level employees, and stockholders by providing
quarterly incentives for the achievement of key business and individual performance measures
that are critical to the success of the Company and linking a significant portion of each
executive employee’s annual compensation to the achievement of such measures.
	 
	II.	 	Eligible Participants
	 
	 	 	The Company will determine eligibility criteria for the Plan on an annual basis and in its
sole discretion. For 2008, the Plan covers the following: (i) all regular, salaried,
exempt United States employees in Levels 6 and above, and (ii) international and
expatriate/inpatriate employees in Levels 6 and above who are determined by the Company to
be eligible for participation (“Executives” or “Participants”). Notwithstanding the
foregoing, Participants in positions covered by sales compensation plans are not eligible
Participants in the Plan.
	 
	 	 	The Plan year runs from January 1 - December 31 of each year (the “Plan Year”). Payouts
will be made on a quarterly basis (the “Plan Quarter”). Participants with less than a full
Plan Quarter of service, whose incentive target percent has changed during a Plan Quarter or
has changed from full-time to part-time may be eligible to participate in the plan on a
prorated basis, determined by the percentage of time they were eligible to participate
during that Plan Quarter under applicable criteria. Participants with less than one full
month of eligible service in a Plan Quarter will not be eligible to receive an award under
the Plan for that Plan Quarter.
	 
	III.	 	Administration of the Plan
	 
	 	 	The Compensation Committee of the Board of Directors of the Company will administer the
Plan. The Compensation Committee, in its sole discretion, may delegate to the Company’s
Chief Executive Officer activities relating to Plan administration that are not required to
be exercised by the Compensation Committee under applicable laws, rules, regulations and the
Compensation Committee Charter. Non-delegable activities include, but are not limited to,
final approval of any payouts under the Plan to Executive Officer level employees.
Delegable activities include, but are not limited to, recommendations regarding payouts
under the Plan to Executive Officer level employees and final approval of any payouts under
the Plan to Participants that are not Executive Officer level employees. All decisions of
the Compensation Committee and Chief Executive Officer will be final and binding upon all
parties, including the Company and Plan Participants.
	 
	IV.	 	Incentive Targets
	 
	 	 	Incentive targets have been approved by the Compensation Committee, in the case of
Participants that are Executive Officer level employees, and by the Chief Executive Officer,
for all other eligible Plan Participants, in each case based upon their level of
responsibility within the Company and impact on the business. These incentive targets
represent the incentive (as a percent of a Plan Participant’s base salary) that a
Participant is eligible to receive under the Plan. It is the Company’s intention to provide
significant incentive and reward opportunities to its Executives for world-class performance
achievement.




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	 	Executive Performance Incentive Plan

Effective January 1, 2008

Performance Period

January 1 - December 31, 2008







	V.	 	Individual Performance Measures
	 
	 	 	Individual performance measures for a Plan Year are established during the annual goal
setting process. Additionally, performance measures are established for each of the four
quarters of the Plan Year. Individual objectives for Executive Officer level employees
other than the Company’s quarterly goals must be agreed to and approved by the Compensation
Committee. Individual objectives for all other Participants other than the Company’s
quarterly goals must be agreed to and approved by the Chief Executive Officer.
	 
	VI.	 	Company Performance Measures
	 
	 	 	For each Plan Quarter, the Compensation Committee, together with input from the Company’s
Chief Executive Officer, will identify critical Company performance measures and determine
the incentive pool funding for the Plan based on achievement of such Company performance
measures. The 2008 Company performance measures are:






	 	•	 	Worldwide Revenue
	 
	 	•	 	Earnings Per Share (EPS)
	 
	 	•	 	Cash Flow






The Compensation Committee, with input from the Company’s Chief Executive Officer, may
take into consideration the relative performance by each division of the Company with
regard to Performance measures




	VII.	 	Incentive Pool Funding
	 
	 	 	The incentive pool funding is the amount of money that is available for distribution to Plan
Participants under the Plan based on achievement of the Company performance measures.
Appendix A describes in more detail how the three Company performance measures will
impact the incentive pool funding. The incentive pool is funded quarterly on the following
basis: 20% of the annual pool in Q1, 20% of the annual pool in Q2, 20% of the annual pool
in Q3 and 40% of the annual pool in Q4.
	 
	VIII.	 	Individual Incentive Payment Criteria, Calculation, and Payout
	 
	 	 	A Plan Participant must be actively employed by the Company on the last day of the month
of the Plan Quarter to be eligible for an incentive payment under the Plan for that Plan
Quarter.
	 
	 	 	The incentive payment under the Plan for any eligible Plan Participant for a particular Plan
Quarter will vary depending upon the approved incentive pool funding level for that Plan
Quarter, the Participant’s base salary as of the first day of the last month of the Plan
Quarter, the Participant’s incentive target for that Plan Quarter, and the Participant’s
overall individual performance during that Plan Quarter, relative performance to other Plan
Participants and achievement of objectives relative to other eligible Plan Participants..
The total of incentive payments to all eligible Plan Participants may not exceed the funding
pool(s) established by the Compensation Committee for each Plan Quarter.
	 
	 	 	As soon as practicable after the appropriate financial and other data has been compiled
after the end of each Plan Quarter, individual incentive payments under the Plan will be
determined as follows: With respect to Participants that are Executive Officer level
employees, the Chief Executive Officer will recommend to the Compensation Committee the
amount of each incentive payment to be made to each Executive Officer under the Plan and the
Compensation Committee will then approve the final amount of each incentive payment to be
made to each such Plan Participant, taking into account the recommendation of the Chief
Executive Officer and such other factors as the Compensation Committee determines
appropriate. With respect to all other Plan Participants that





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	 	Executive Performance Incentive Plan

Effective January 1, 2008

Performance Period

January 1 - December 31, 2008







	 	 	 	are not Executive Officer level employees, the Chief Executive Officer will approve the final amount of each
incentive payment to be made to each such Plan Participant. All final individual incentive
payouts under the Plan to Plan Participants that are Executive Officer level employees will
be certified in writing by the Compensation Committee and all final individual incentive
payouts under the Plan to other Plan Participants that are not Executive Officer level
employees will be certified in writing by the Chief Executive Officer. Individual incentive
payments under the Plan will be made in a lump sum, less applicable withholding taxes, as
soon as reasonably practicable after the determination of such payments.
	 
	 	 	 	In approving final individual incentive payments under the Plan, the Compensation Committee,
in the case of payments to Executive Officer level employees, and the Chief Executive
Officer, in the case of all other payments under the Plan, reserves the right to recognize
individual performance and to provide appropriate differential incentive compensation.






	IX.	 	Plan Discretion
	 
	 	 	All benefits payable under the Plan are discretionary and no Plan Participant shall have any
right to payment under the Plan until actually paid.
	 
	 	 	To the extent necessary with respect to any Plan Quarter, in order to avoid any undue
windfall or hardship due to external causes, the Compensation Committee may, without the
consent of any affected Plan Participants, revise one or more of the Company performance
measures or otherwise make adjustments to payouts under the Plan to take into account any
acquisition or disposition by the Company not planned for at the time the Company
performance measures were established, any change in accounting principles or standards, or
any extraordinary or non-recurring event or item, so as equitably to reflect such event or
events, such that the criteria for evaluating whether a Company performance measure has been
achieved will be substantially the same (as determined by the Compensation Committee)
following such event as prior to such event.
	 
	X.	 	Termination, Suspension, or Modification
	 
	 	 	The Company may terminate, suspend, modify and if suspended, may reinstate or modify, all or
part of the Plan at any time, with or without notice to the Plan Participants. Exceptions
to the eligibility of, or the extent to which the Plan applies to, any particular Plan
Participant must be approved, on a case-by-case basis, by the Compensation Committee.
	 
	XI.	 	Limitation of Liability
	 
	 	 	No member of the Company’s Board of Directors, the Compensation Committee, any officer,
employee, or agent of the Company, or any other person participating in any determination of
any question under the Plan, or in the interpretation, administration, or application of the
Plan, shall have any liability to any party for any action taken, or not taken, in good
faith under the Plan.
	 
	XII.	 	No Right to Employment
	 
	 	 	This document sets forth the terms of the Plan and it is not intended to be a contract or
employment agreement between any Plan Participant and the Company. Nothing contained in the
Plan (or in any other documents related to the Plan) shall confer upon any employee or Plan
Participant any right to continue in the employ or other service of the Company or
constitute any contract or limit in any way the right of the Company to change such person’s
compensation or other benefits or to terminate the employment or other service of such
person with or without cause or notice.





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	 	Executive Performance Incentive Plan

Effective January 1, 2008

Performance Period

January 1 - December 31, 2008







	XIII.	 	Non-Assignability
	 
	 	 	Except for the designation of a beneficiary(ies) to receive payments of benefits for a
particular Plan Quarter following a Plan Participant’s death after the completion of such
Plan Quarter, no amount payable at any time under the Plan shall be subject to sale,
transfer, assignment, pledge, attachment, or other encumbrance of any kind. Any attempt to
sell, transfer, assign, pledge, attach, or otherwise encumber any such benefits, whether
currently or thereafter payable, shall be void.
	 
	XIV.	 	Withholding Taxes
	 
	 	 	The Company is entitled to withhold and deduct from any payments made pursuant to the Plan
or from future wages of a Plan Participant (or from other amounts that may be due and owing
to the Plan Participant from the Company), or make other arrangements for the collection of,
all legally required amounts necessary to satisfy any and all federal, state, and local
withholding and employment-related tax requirements attributable to any payment made
pursuant to the Plan.
	 
	XV.	 	Unfunded Status of Plan
	 
	 	 	The Plan shall be unfunded. No provisions of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or place any assets
in a trust or other entity to which contributions are made or otherwise to segregate any
assets. Plan Participants shall have no rights under the Plan other than as unsecured
general creditors of the Company.
	 
	XVI.	 	Other
	 
	 	 	Except to the extent in connection with other matters of corporate governance and authority
(all of which shall be governed by the laws of the Company’s jurisdiction of incorporation),
the validity, construction, interpretation, administration and effect of the Plan and any
rules, regulations, and actions relating to the Plan will be governed by and construed
exclusively in accordance with the internal, substantive laws of the State of Minnesota,
without regard to the conflict of law rules of the State of Minnesota or any other
jurisdiction.






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