Exhibit
10.3


[Date]


 


[Name]


[Address]


 


Dear [Name]:


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 your employment with the Subsidiary or its
successor is terminated in connection with 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 which 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



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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 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)           (i) “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
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



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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 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.



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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.


(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 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., a Delaware corporation/Micro Therapeutics, Inc.,
a Delaware corporation].


(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
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.



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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.


(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, if you
have not been made a written offer of employment with the Successor, or
received written confirmation for continued employment with the Subsidiary if
it survives the Change in Control, on terms substantially identical to your
current employment terms, including the benefits set forth herein, for any
reason whatsoever, then you shall be deemed to have received a Notice of
Termination effective on the date of the Change in Control and no later than 10
days after your Date of Termination, the Company and the Subsidiary (and any
Successor thereto) will be jointly and severally responsible for making a lump
sum payment to you equal to 12 months of your then current Base Pay, and the
full amount of a Bonus Plan Payment for the next 12 months, determined by
assuming for this purpose that such Bonus Plan Payment amount is equal to your
Bonus Plan Payment for the current year. 
  Furthermore, if you elect to accept the offer
of employment with the Successor or continue your employment with the
Subsidiary, as the case may be, as provided for above, the Successor or
Company, as the case may be, shall be then obligated to make a lump sum cash
payment to you within 10 days after your Date of Termination equal to 12 months
of your then current Base Pay and the full annualized amount due under your
then current Bonus Plan Payment commitment which is payable within the next 12
months, in the event any time within the first 24 months of such new employment
relationship after the Change in Control, either (A) your employment is
terminated by the Successor or the Company, as the case may be, for any reason
other than your death or Cause, or (B) you terminate your employment with the
Successor or the Company for Good Reason. 
If you decline the offer of employment herein, no further benefits
pursuant to Section 3(b)(i), (ii) or (iii) will be payable.


(ii)           Group Health Plans.  During the Continuation Period (as defined
below), the Company and the Subsidiary (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



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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 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 Company.


(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 Subsidiary 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 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
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 Company shall then
provide you with up to $20,000 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, if the acquiring entity or Successor does not assume or
replace 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.  Furthermore, even if the
Stock Options Agreements are assumed or replaced with substantially similar
stock options, if you are not offered employment by the Successor or continued
employment with the Company or if your employment is subsequently terminated
under circumstances in which you will receive a lump sum cash payment



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pursuant to Section
3(b(i) hereof, your then unvested stock options as of the Change in Control or
Date of Termination, as the case may be, shall become fully vested and
immediately exercisable.


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 Operating Agreement or the 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.


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



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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 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



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executed in several
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


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:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [ev3
  Endovascular, Inc./Micro Therapeutics, Inc.]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Agreed to and
  Accepted as of this    th day of

  
	
   

  	
                 ,
  2006:

  
	
   

  	
   

  
	
   

  	
   

  



 



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