Exhibit 10.1


 


FORM OF


ev3 INC. 2005 INCENTIVE STOCK PLAN


STOCK GRANT CERTIFICATE


 


This Stock Grant Certificate
evidences a Stock Grant made pursuant to the ev3 Inc. 2005 Incentive Stock 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:

  



 


TERMS AND CONDITIONS


 


§ 1.                                                                            Plan
and Stock Grant Certificate.  This Stock Grant is subject to all of the terms and
conditions set forth in this Stock Grant Certificate and in the Plan. If a
determination is made that any term or condition set forth in this Stock Grant
Certificate is inconsistent with the Plan, the 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. 
A copy of the Plan will be made available to Grantee upon written
request to the corporate Secretary of the Company.


 


§ 2.                                                                            Stockholder
Status. 
Grantee shall have the right under this Stock Grant to receive cash
dividends on all of the shares of Stock subject to this Stock Grant and to vote
such shares until Grantee’s right to such shares is forfeited or becomes
nonforfeitable.  If Grantee forfeits any
shares under § 3, Grantee shall at the same time forfeit Grantee’s right
to vote such shares and to receive cash dividends paid with respect to such
shares.  Any Stock dividends or other
distributions of property made with respect to shares that remain subject to
forfeiture under § 3 shall be held by the Company, and Grantee’s rights to
receive such dividends or other property shall be forfeited or shall be
nonforfeitable at the same time the shares of Stock with respect to which the
dividends or other property are attributable are forfeited or become
nonforfeitable.  Except for the rights to
receive cash dividends and vote the shares of Stock subject to this Stock Grant
which are described in this § 2, Grantee shall have no rights as a
Stockholder with respect to such shares of Stock until Grantee’s interest in
such shares has become nonforfeitable.


 





















 


§ 3.                                                                            Vesting
and Forfeiture.


 


(a)                                  Vesting.  Subject to § 3(b), Grantee’s interest in
the Stock subject to this Stock Grant shall become nonforfeitable as follows:


 


(1)                                  Grantee’s
interest in 25% of the shares of Stock subject to this Stock Grant (rounding
down to the nearest whole number of shares of Stock) shall become
nonforfeitable only if Grantee continuously provides services to the Company or
its Affiliates (whether as an employee or as a consultant) through [              ],


 


(2)                                  Grantee’s
interest in 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
become nonforfeitable only if Grantee continuously provides services to the
Company or its Affiliates (whether as an employee or as a consultant) through [              ],


 


(3)                                  Grantee’s
interest in 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
become nonforfeitable only if Grantee continuously provides services to the
Company or its Affiliates (whether as an employee or as a consultant) through [                ],
and


 


(4)                                  Grantee’s
interest in the all remaining shares of Stock subject to this Stock Grant shall
become nonforfeitable only if Grantee continuously provides services to the
Company or its Affiliates (whether as an employee or as a consultant) through [                ].


 


(b)                                 Forfeiture.  If Grantee’s continuous service relationship
(including service as an employee and as a consultant) with the Company  and its Affiliates terminates for any reason
whatsoever before his or her interest in all of the shares of Stock subject to
this Stock Grant have become nonforfeitable under § 3(a), then he or she
shall (except as provided in § 14 of the Plan) forfeit all of the shares
of Stock subject to this Stock Grant except those shares in which he or she has
(pursuant to § 3(a)) a nonforfeitable interest on the date Grantee’s service
relationship with the Company and its Affiliates so terminates.


 


§ 4.                                                                            Stock
Certificates.  The Company shall issue a stock certificate
for the shares of Stock subject to this Stock Grant in the name of Grantee upon
Grantee’s execution of the irrevocable stock power in favor of the Company
attached as Exhibit A.


 


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The Secretary of the Company shall hold such
stock certificate representing such shares and any distributions made with
respect to such shares (other than ordinary cash dividends) until such time as Grantee’s
interest in such shares has become nonforfeitable or has been forfeited.  As soon as practicable after each date as of
which Grantee’s interest in any shares becomes nonforfeitable under
§ 3(a), the Company shall issue to Grantee a stock certificate reflecting
the shares in which his or her interest has become nonforfeitable on such date
(together with any distributions made with respect to the shares that have been
held by the Company).  If shares are
forfeited, the shares (together with any distributions made with respect to the
shares that have been held by the Company) automatically shall revert back to
the Company.


 


§ 5.                                                                            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.


 


§ 6.                                                                            Other
Laws. 
The Company shall have the right to refuse to transfer shares of Stock
subject to this Stock Grant to Grantee if the Company acting in its absolute
discretion determines that the transfer of such shares might violate any
applicable law or regulation.


 


§ 7.                                                                            No
Right to Continue Service.  None of the 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.


 


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


 


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


 


§ 10.                                                                     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.


 


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Exhibit A


 


IRREVOCABLE STOCK POWER


 


As a condition
to the issuance to the undersigned of a stock certificate for the [                ]
shares of Stock which were granted to the undersigned as a Stock
Grant under the ev3 Inc. 2005 Incentive Stock Plan in the Stock Grant
Certificate dated [                ],
the undersigned hereby executes this Irrevocable Stock Power in order to sell,
assign and transfer to ev3 Inc. the shares of Stock subject to such Stock Grant
for purposes of effecting any forfeiture called for under § 3(b) of the
Stock Grant Certificate and does hereby irrevocably give ev3 Inc. the power
(without any further action on the part of the undersigned) to transfer such
shares of Stock on its books and records back to ev3 Inc. to effect any such
forfeiture.  This Irrevocable Stock Power
shall expire automatically with respect to the shares of Stock on the date such
shares of Stock are no longer subject to forfeiture under § 3(b) of such
Stock Grant Certificate or, if earlier, immediately after such a forfeiture has
been effected with respect to such shares of Stock.


 


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  



 


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