Exhibit 10.2


September 19, 2006


Mr. James M.
Corbett


22961 Bartolome


Mission Viejo, CA 92692


Dear Jim:


The Board considers the operation of the Company to be
of critical importance to the Parent Company and therefore the establishment
and maintenance of a sound and vital management team of the Company is
essential to protecting and enhancing the best interests of the Parent Company
and its stockholders.  In this
connection, the Board recognizes that the possibility of a Change in Control of
the Parent Company may arise and that such possibility and the uncertainty and
questions which such transaction may raise among key management personnel of
the Company and its subsidiaries could result in the departure or distraction
of such management personnel to the detriment of the Parent Company and its
stockholders.


Accordingly, the Board has determined that appropriate
actions should be taken to minimize the risk that Company management will
depart prior to a Change in Control of the Parent Company, thereby leaving the
Company without adequate management personnel during such a critical period,
and to reinforce and encourage the continued attention and dedication of key
members of Company’s management to their assigned duties without distraction in
circumstances arising from the possibility of a Change in Control of the Parent
Company.  In particular, the Board
believes it important, should the Parent Company or its stockholders receive a
proposal for transfer of control of the Parent Company that you be able to
continue your management responsibilities without being influenced by the
uncertainties of your own personal situation.


The Board recognizes that continuance of your position
with the Subsidiary involves a substantial commitment to the Company in terms
of your personal life and professional career and the possibility of foregoing
present and future career opportunities, for which the Company receives
substantial benefits.  Therefore, to
induce you to remain in the employ of the Subsidiary, this Agreement, which has
been approved by the Board, sets forth the benefits which the Company agrees
will be provided to you in the event of a Change in Control of the Parent
Company under the circumstances described below.


1.             Definitions.  The following terms will have the meaning set
forth below unless the context clearly requires otherwise.  Terms defined elsewhere in this Agreement
will have the same meaning throughout this Agreement.


(a)           “Affiliate”
means with respect to any Person (within the meaning of Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) shall mean any other
Person that, directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such Person.









 



(b)           “Agreement”
means this letter agreement as amended, extended or renewed from time to time
in accordance with its terms.


(c)           “Base Pay” means
your annual base salary from the Subsidiary at the rate in effect immediately
prior to a Change in Control or at the time Notice of Termination is given,
whichever is greater.  Base Pay includes
only regular cash salary and is determined before any reduction for deferrals
pursuant to any nonqualified deferred compensation plan or arrangement,
qualified cash or deferred arrangement or cafeteria plan.


(d)           “Benefit Plan”
means any


(i)            employee benefit plan
as defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended;


(ii)           cafeteria plan
described in Code Section 125;


(iii)          plan, policy or practice
providing for paid vacation, other paid time off or short- or long-term profit
sharing, bonus or incentive payments; or


(iv)          stock option, stock
purchase, restricted stock, phantom stock, stock appreciation right or other
equity-based compensation plan that is sponsored, maintained or contributed to
by the Company for the benefit of employees (and/or their families and
dependents) generally or you (and/or your family and dependents) in particular,
including, without limitation, any of the Stock Incentive Plans.


(e)           “Bonus Plan Payment”
means the full amount of the annual target bonus payment that is payable by the
Subsidiary to you pursuant to the Subsidiary’s company-wide bonus plan or
equivalent plan of the Successor,  based
on the assumption that all of the annual performance milestones will have been
satisfied for such year.


(f)            “Board” means
the board of directors of the Parent Company. 
On and after the date of a Change in Control, any duty of the Board in
connection with this Agreement is nondelegable and any attempt by the Board to
delegate any such duty is ineffective.


(g)           “Cause” means:
(i) your gross misconduct; (ii) your willful and continued failure to perform
substantially your duties with the Subsidiary (other than a failure resulting
from your incapacity due to bodily injury or physical or mental illness) after
a demand for substantial performance is delivered to you by the chair of the
Board which specifically identifies the manner in which you have not
substantially performed your duties and provides for a reasonable period of
time within which you may take corrective measures; or (iii) your conviction
(including a plea of nolo contendere) of willfully engaging in illegal conduct
constituting a felony or gross misdemeanor under federal or state law which is
materially and demonstrably injurious to the Subsidiary or which impairs your
ability to perform substantially your duties for the Subsidiary.  An act or failure to act will be considered “gross”
or “willful” for this purpose only if done, or omitted to be done, by you in
bad faith and without reasonable belief that it was in, or not opposed to, the
best interests of the Subsidiary.  Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Subsidiary’s Board (or a committee thereof) or based upon
the advice of counsel for the Subsidiary will be conclusively presumed to be
done, or omitted to be done, by you in good faith and in the best interests of
the Subsidiary.  Notwithstanding the
foregoing, you may not be terminated for Cause unless and until there has been
delivered to you a copy of a resolution duly adopted by the affirmative vote of
not less than a majority of the entire membership of the Board at a meeting of
the Board called and held for the



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purpose (after
reasonable notice to you and an opportunity for you, together with your
counsel, to be heard before the Board), finding that in the good faith opinion
of the Board you were guilty of the conduct set forth above in clauses (i),
(ii) or (iii) of this definition and specifying the particulars thereof in
detail.


(h)           “Change in Control”  means any of the following:  (i) the sale, lease, exchange or other
transfer, directly or indirectly, of all or substantially all of the assets of
the Parent Company, in one transaction or in a series of related transactions,
to any Third Party; (ii) any Third Party, other than a “bona fide underwriter,”
is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities (x) representing 50% or
more of the combined voting power of the Parent Company’s outstanding
securities ordinarily having the right to vote at elections of directors, or
(y) resulting in such Third Party becoming an Affiliate of the Parent Company,
including pursuant to a transaction described in clause (iii) below; (iii) the
consummation of any transaction or series of transactions under which the
Parent Company is merged or consolidated with any other company, other than a
merger or consolidation which would result in the stockholders of the Parent
Company immediately prior thereto continuing to own (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the surviving entity outstanding immediately after such merger or
consolidation; or (iv) the Continuity Directors cease for any reason to
constitute at least a majority the Board. 
For purposes of this Section 1(h), a “Continuity Director” means an
individual who, as of date of this Agreement, is a member of the board of
directors of the Parent Company, and any other individual who becomes a
director subsequent to the as of date of this Agreement whose election, or
nomination for election by the Parent Company’s stockholders, was approved by a
vote of at least a majority of the directors then comprising the Continuity
Directors, but excluding for this purpose any individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a person or
entity other than the board of directors of the Parent Company.  For purposes of this Section 1(h), a “bona
fide underwriter” means a Third Party engaged in business as an underwriter of
securities that acquires securities of the Parent Company through such Third
Party’s participation in good faith in a firm commitment underwriting until the
expiration of 40 days after the date of such acquisition.  For the avoidance of doubt, Change in Control
does not include any of the foregoing events occurring with respect to the
Subsidiary, and this Agreement is not intended to be interpreted to provide any
benefits to you upon a Change in Control of the Subsidiary.


(i)            “Code” means
the Internal Revenue Code of 1986, as amended from time to time.


(j)            “Company” means
the Parent Company, any Successor and any Affiliate.


(k)           “Date of Termination”
following a Change in Control (or prior to a Change in Control if your
termination was either a condition of the Change in Control or was at the
request or insistence of any Third Party relating the Change in Control) means:
(i) if your employment is to be terminated by you for Good Reason, the date
specified in the Notice of Termination which in no event may be a date more
than 15 days after the date on which Notice of Termination is given unless the
Subsidiary or the Company agrees in writing to a later date; (ii) if your
employment is to be terminated by the Subsidiary for Cause, the date specified
in the Notice of Termination; (iii) if your employment is terminated by reason
of your death, the date of your death; or (iv) if your employment is to be
terminated by the Subsidiary for any reason other than Cause or your death, the
date specified in the Notice of Termination, which in no event may be a date
earlier than 15 days after the date on which a Notice of Termination is given,
unless you expressly agree in writing to an earlier date.  In the case of termination by the Subsidiary
of your employment for



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Cause, then
within the 30 days after your receipt of the Notice of Termination, you may
notify the Subsidiary that a dispute exists concerning the termination, in
which event the Date of Termination will be the date set either by mutual
written agreement of the parties or by the judge or arbitrator in a proceeding
as provided in Section 9 of this Agreement. 
In all cases, your termination of employment must constitute a “separation
from service” within the meaning of Section 409A of the Code.


(l)            “Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time.


(m)          “Good Reason”
means:


(i)            a substantial change
in your status, position(s), duties or responsibilities as an executive of the
Subsidiary as in effect immediately prior to the Change in Control which, in
your reasonable judgment, is adverse with respect to any of the foregoing;
provided, however, that Good Reason does not include a change in your status,
position(s), duties or responsibilities caused by an inadvertent action that is
remedied by the Subsidiary promptly after receipt of notice of your objection
to such change, and it also being agreed that small and insubstantial changes
will not be considered Good Reason unless the changes in totality would be
substantial;


(ii)           a reduction by the
Subsidiary in your Base Pay, a material change in the annual Bonus Plan Payment
expectations, or an adverse change in the form or timing of the payments
thereof, as in effect immediately prior to the Change in Control or as
thereafter increased;


(iii)          the failure by the
Subsidiary to cover you under Benefit Plans that, in the aggregate, provide
substantially similar benefits to you and/or your family and dependents at a
substantially similar total cost to you (e.g., premiums, deductibles, co-pays,
out of pocket maximums, required contributions and the like) relative to the
benefits and total costs under the Benefit Plans in which you (and/or your
family or dependents) were participating at any time during the 90-day period
immediately preceding the Change in Control;


(iv)          the Subsidiary’s
requiring you to be based more than 50 miles from where your office is located
immediately prior to the Change in Control, except for required travel on the
Subsidiary’s business;


(v)           the failure by the
Subsidiary or the Parent Company to obtain from any Successor the assent to
this Agreement as soon as reasonably practicable in the circumstances and in
any event within the times required by Section 6 hereof; or


(vi)          any purported
termination by the Subsidiary of your employment that is not properly effected
pursuant to a Notice of Termination and pursuant to any other requirements of
this Agreement, and, for purposes of this Agreement, no such purported
termination will be effective.


Your continued employment does not constitute consent
to, or waiver of any rights arising in connection with, any circumstances
constituting Good Reason.  Your
termination of employment for Good Reason as defined in this Section 1(m) will
constitute Good Reason for all purposes of this Agreement notwithstanding that
you may also thereby be deemed to have retired under any applicable retirement
programs of the Subsidiary and/or Parent Company.



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(n)           “Notice of
Termination” means a written notice (except in the case of a deemed Notice
of Termination pursuant to Section 3(a) hereafter) given on or after the date
of a Change in Control (unless your termination before the date of the Change
in Control was either a condition of the Change in Control or was at the
request or insistence of any Third Party related to the Change in Control)
which indicates the specific termination provision in this Agreement pursuant
to which the notice is given.  Any
purported termination by the Subsidiary or by you for Good Reason on or after
the date of a Change in Control (or before the date of a Change in Control if
your termination was either a condition of the Change in Control or was at the
request or insistence of any Third Party related to the Change in Control) must
be communicated by written Notice of Termination to be effective; provided,
that your failure to provide Notice of Termination will not limit any of your
rights under this Agreement except to the extent the Subsidiary or the Parent
Company demonstrates that it suffered material actual damages by reason of such
failure.


(o)           “Parent Company”
means ev3 Inc., a Delaware corporation.


(p)           “Subsidiary”
means ev3 Endovascular, Inc.


(q)           “Stock Incentive
Plan” means (i) the ev3 LLC 2003 Incentive Plan, as amended, (ii) the
ev3 Inc. Amended and Restated 2005 Incentive Stock Plan, or (iii) any successor
or additional stock option, stock award, or other incentive plans of the Parent
Company or Subsidiary.


(r)            “Stock Option
Agreements” means in any of the non-statutory stock option agreements,
incentive stock options agreements, restricted stock awards or other similar
agreements you may have entered into with the Company pursuant to the Stock
Incentive Plans.


(s)           “Successor”
means any Third Party that succeeds to, or has the ability to control (either
immediately or with the passage of time), the Parent Company’s or the
Subsidiary’s, as applicable, business directly, by merger, consolidation or
other form of business combination, or indirectly, by purchase of the Parent
Company’s outstanding securities entitling the holder thereof to be allocated a
portion of the Parent Company’s net income, net loss or distributions or
purchases of the Subsidiary’s outstanding securities ordinarily having the
right to vote at the election of directors or all or substantially all of its
assets or otherwise.


(t)            “Third Party”
means any Person, other than the Parent Company, any Affiliate of the Parent
Company, or any Benefit Plan(s) sponsored by the Parent Company or an
Affiliate.


2.             Term of Agreement.  This Agreement is effective immediately and
will continue in effect only so long as you remain employed by the Subsidiary
or, if later, until the date on which the Subsidiary’s obligations to you
arising under this Agreement have been satisfied in full.  Notwithstanding the foregoing, this Agreement
shall terminate immediately in the event, prior to a Change in Control, either
the Subsidiary ceases to be an Affiliate of the Parent Company or sells all or
substantially all of its assets, in one or a series of related transactions to
a Third Party.


3.             Benefits upon a
Change in Control.  You will become
entitled to the benefits described in this Section 3 as of the date of a Change
in Control.


(a)           As of the date of such
Change in Control, the Company and the Subsidiary will be jointly and severally
responsible for paying to you all of the Base Pay owed through such date and a
pro rata portion of your Bonus Plan Payment based upon the number of months in
the current year which you have worked prior to the date of the Change in
Control, assuming for this Section 3(a) that you have worked the full month of
the month in which the Change in Control occurs.



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(b)           The following terms
shall control notwithstanding any conflicting terms contained in any employment
agreement, or Stock Option Agreements. 
In addition to the payments under Section 3(a), you will be entitled to
the following:


(i)            Cash
Payments.  At the date of the Change
in Control, whether or not you are made an offer of employment with the
Successor, or an offer for continued employment with the Subsidiary if it
survives the Change in Control, the Company and the Subsidiary (and any
Successor thereto) will be responsible for making a lump sum payment to you
equal to the sum of (A) 18 months of your then current Base Pay, and (B) an
amount equal to 150% of your Bonus Plan Payment for the current year; provided,
however, if the Successor or the Company elects to employ you or to continue
your employment with the Subsidiary, as the case may be, for up to six months
following the Change in Control upon terms substantially identical to the terms
of your existing employment, including the benefits set forth in this
Agreement, the foregoing lump sum cash payment shall not be made until the
earlier of the end of the six month period following the Change in Control or
your Date of Termination, but only if your employment during such six month
period is not terminated by the Company, the Subsidiary, or Successor for
Cause, or by you without Good Reason.


(ii)           Group
Health Plans.  During the
Continuation Period (as defined below), the Subsidiary and the Parent Company
(and any Successor thereto) will be jointly and severally responsible for
either (A) maintaining a group health plan(s) which by its terms covers you
(and your family members and those dependents eligible to be covered during the
90 days immediately preceding a Change in Control) under the same or similar
terms as provided to you during the 90 days immediately preceding such Change
in Control (without regard to any reduction in such benefits that constitutes
Good Reason), or (B) providing comparable medical benefits pursuant to an
alternative arrangement, such as an individual medical insurance contract.  The “Continuation Period” is the period
beginning on your Date of Termination, whether such date is at or prior to the
Change in Control as provided for in the definition of Change in Control or
within 12 months after accepting employment with the Successor or the
Subsidiary, as the case may be, as provided for in Section 3(b)(i) above, and
ending on the earlier of (A) the last day of the 18th month that begins after
your Date of Termination or (B) the date on which you first become eligible to
participate as an employee in a plan of another employer providing group health
benefits to you and your eligible family members and dependents.  If you timely elect continued coverage under
such group health plan(s) pursuant to Section 4980B of the Internal Revenue
Code of 1986 and Part 6 of Subtitle B of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“COBRA”), in accordance with ordinary
plan practices, for the Continuation Period, the Subsidiary or the Company will
reimburse you on an income tax grossed-up basis for a portion of the amount you
pay for such COBRA continuation coverage (or if COBRA coverage is not
available, such alternative medical coverage), so that on an after-tax basis
you are paying the amount you paid (or would have paid) for the same level of
coverage prior to the Change in Control. 
In order to receive reimbursements pursuant to this section, you must
comply with any reimbursement policies and procedures specified by the
Subsidiary.


(iii)          Gross-Up
Payments.  Following a Change in
Control, if the Subsidiary’s independent auditors determine that any payment or
distribution by the Parent Company and/or the Company to you (the “Payments”)
will result in an excise tax imposed by Code Section 4999 or any comparable
state or local law, or any interest or penalties with respect thereto, the
Company and the Subsidiary (and any Successor thereto) will be



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responsible for making an additional cash payment (a “Gross-Up Payment”)
to you within 10 days after such determination equal to an amount such that,
after payment by you of all taxes (including any interest or penalties imposed
with respect to such taxes), including any excise tax, imposed upon the
Gross-Up Payment, you would retain an amount of the Gross-Up Payment equal to
the excise tax imposed upon the Payments. 
You will provide the Successor, the Subsidiary or the Company with a
written certification that you will pay all taxes due on the Payments and the
Gross-Up Payment.  The Gross-Up Payment
will be made not later than the March 15 following the calendar year in which
the payment giving rise to the Gross-Up Payment is received by you.


(iv)          Outplacement
Services.  In the event any lump sum
payments are made to you pursuant to Section 3(b)(i), the Subsidiary or the
Company shall then provide you with up to $40,000 of reasonable outplacement
services actually incurred by you and directly related to your termination of
employment under Section 3(b)(i), including outplacement consultant’s services,
travel and hotel expense reimbursements, office expense reimbursements or
similar costs you incur in seeking and obtaining new employment, the allocation
of which among the categories to be within your sole discretion, provided,
however, such expenses must be incurred by you and reimbursed hereunder no
later than the December 31 of the second calendar year following the calendar
year in which your termination of employment occurs.  You will be required to provide receipts or
invoices for the costs and expenses incurred under this Section 3(b)(iv).


4.             Stock Option
Acceleration.  In the event of a
Change in Control, regardless of whether the acquiring entity or Successor
assumes or replaces the unvested stock options or stock awards then granted to
you pursuant to any of the Stock Incentive Plans, the vesting schedules under
the applicable Stock Option Agreements will be accelerated and all such stock
options will become fully vested and immediately exercisable upon the closing
of the Change in Control.


5.             Indemnification.  Following a Change in Control, the Parent
Company and the Subsidiary shall be jointly and severally responsible for
indemnifying and advancing expenses to you to the full extent permitted by law
for damages, costs and expenses (including, without limitation, judgments,
fines, penalties, settlements and reasonable fees and expenses of your counsel)
incurred by you as a result of your service to or status as an officer and
employee with the Parent Company or the Subsidiary or any other corporation,
employee benefit plan or other entity with whom you served at the request of
the Parent Company or the Subsidiary prior to the Change in Control, provided
that such damages, costs and expenses did not arise as a result of your gross
negligence or willful misconduct.  The
indemnification under this Agreement shall be in addition to any similar
obligation of the Parent Company or the Subsidiary under any other separate
agreement, or under the Parent Company’s or Subsidiary’s Certificate of
Incorporation or Bylaws, or as they be amended from time to time, provided
however, you may only be reimbursed or recover once for any such damages, costs
and expenses, from whatever source.


6.             Successors.  The Parent Company will seek to have any
Successor to the Parent Company, by agreement in form and substance
satisfactory to you, assume and assent to the fulfillment by such Successor of
the Parent Company’s obligations under this Agreement.  Failure of the Parent Company to obtain such
assent and assumption at least three (3) business days prior to the time a
Third Party becomes a Successor (or where the Parent Company does not have at
least three (3) business days’ advance notice that a Third Party may become a
Successor, within one (1) business day after having notice that such Third
Party may become or has become a Successor) will constitute Good Reason for
termination by you of your employment. 
The date on which any such succession becomes effective will be deemed
the Date of Termination, and Notice of Termination will be deemed to have been
given to you on that date.  A Successor
has no rights, authority or power with respect to this Agreement prior to a
Change in Control.



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7.             Binding Agreement.  This Agreement inures to the benefit of, and
is enforceable by, you, your personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If you
die after a Change in Control while any amount would still be payable to you
under this Agreement, all such amounts, unless otherwise provided in this
Agreement, will be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there be no such designee, to your
estate.


8.             Notices.  For the purposes of this Agreement, notices
and other communications provided for in this Agreement must be in writing and
will be deemed to have been duly given when personally delivered or when mailed
by United States registered or certified mail, return receipt requested,
postage prepaid and addressed to each party’s respective address set forth on
the first page of this Agreement, or to such other address as either party may
have furnished to the other in writing in accordance with these provisions,
except that notice of change of address will be effective only upon receipt.


9.             Disputes.  If you so elect, any dispute, controversy or
claim arising under or in connection with this Agreement will be heard and
settled exclusively by binding arbitration administered by the American
Arbitration Association in Minneapolis, Minnesota before a single arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect.  Judgment may
be entered on the arbitrator’s award in any court having jurisdiction;
provided, that you may seek specific performance in a court of competent
jurisdiction of your right to receive benefits until the Date of Termination
during the pendency of any dispute or controversy arising under or in
connection with this Agreement.  If any
dispute, controversy or claim for damages arising under or in connection with
this Agreement is settled by arbitration, the Company and the Subsidiary will
be jointly and severally responsible for paying, or if elected by you,
reimbursing, all fees, costs and expenses incurred by you related to such
arbitration.  If you do not elect
arbitration, you may pursue all available legal remedies.  The Company and the Subsidiary will be
jointly and severally responsible for paying, or if elected by you, reimbursing
you for, all fees, costs and expenses incurred by you in connection with any
actual, threatened or contemplated litigation relating to this Agreement to
which you are or reasonably expect to become a party, whether or not initiated
by you, if but only if you are successful in recovering any benefit under this
Agreement as a result of such legal action. 
The parties agree that any litigation arising under or in connection
with this Agreement must be brought in a court of competent jurisdiction in the
State of Minnesota, and both parties hereby consent to the exclusive
jurisdiction of said courts for this purpose and agree not to assert that such
courts are an inconvenient forum. 
Neither the Parent Company nor the Subsidiary will assert in any dispute
or controversy with you arising under or in connection with this Agreement your
failure to exhaust administrative remedies.


10.           Related Agreements.  To the extent that any provision of any other
Benefit Plan or agreement between the Parent Company and you or the Subsidiary
and you limits, qualifies or is inconsistent with any provision of this
Agreement, the provision of this Agreement will control. Nothing in this
Agreement prevents or limits your continuing or future participation in, and
rights under, any Benefit Plan provided by the Parent Company or the Subsidiary
and for which you may qualify.  Amounts
which are vested benefits or to which you are otherwise entitled under any
Benefit Plan or other agreement with the Parent Company or the Subsidiary at or
subsequent to the Date of Termination will be payable in accordance with the
terms thereof.  Furthermore, nothing in
this Agreement will prevent the Parent Company, the Subsidiary or the Successor
to the Parent Company or the Subsidiary from seeking enforcement of and damages
arising under any confidentiality, invention assignment or non-competition
provision or breach thereof contained in any other agreement with the Parent
Company or the Subsidiary or any Successor to the Parent Company or the
Subsidiary.


11.           No Employment or Service
Contract.  Nothing in this Agreement
is intended to provide you with any right to continue in the employ of the
Subsidiary for any period of specific duration or interfere with or otherwise
restrict in any way your rights or the rights of the Subsidiary, which rights
are hereby



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expressly reserved by
each, to terminate your employment at any time for any reason or no reason
whatsoever, with or without cause.


12.           Survival.  The respective obligations of, and benefits
afforded to, the Parent Company, the Subsidiary and you which by their express
terms or clear intent survive termination of your employment with the
Subsidiary or termination of this Agreement, as the case may be, will survive
termination of your employment with the Subsidiary or termination of this
Agreement, as the case may be, and will remain in full force and effect
according to their terms.


13.           Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged other than in a writing signed by you, the
Parent Company and the Subsidiary.  No
waiver by any party to this Agreement at any time of any breach by another
party of any provision of this Agreement will be deemed a waiver of any other
provisions at the same or at any other time. 
This Agreement reflects the final and complete agreement of the parties
and supersedes all prior and simultaneous agreements with respect to the
subject matter hereof, including without limitation any change in control or
similar agreement between any past, current or future Affiliate of the Parent
Company or the Subsidiary and you.  This
Agreement will be governed by and construed in accordance with the laws of the
State of Delaware (without regard to the conflict of laws principles of any
jurisdiction).  The invalidity or
unenforceability of all or any part of any provision of this Agreement will not
affect the validity or enforceability of the remainder of such provision or of
any other provision of this Agreement. 
This Agreement may be executed in several counterparts, each of which will
be deemed an original, but all of which together will constitute one and the
same instrument.



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If this letter correctly sets forth our agreement on
the subject matter discussed above, kindly sign and return to the Company the
enclosed copy of this letter which will then constitute our agreement on this
subject.


Sincerely,


	
  ev3 Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Patrick D. Spangler

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Patrick D.
  Spangler

  	
   

  
	
   

  	
  Title: Vice
  President, CFO and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ev3
  Endovascular, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Patrick D.
  Spangler

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Patrick D.
  Spangler

  	
   

  
	
   

  	
  Title: Vice
  President and CFO

  	
   

  
	
   

  
	
   

  
	
  Agreed to and
  Accepted as of this 19th day of September,

  
	
  2006.

  
	
   

  	
   

  	
   

  
	
  /s/ James M.
  Corbett

  	
   

  
	
   

  	
   

  	
   

  
	
  James M. Corbett

  	
   

  
							



 



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