exv10w1






Exhibit 10.1




January 8, 2009                                                            (Supersedes offer of December 24)




Shawn McCormick

3016 137th Avenue NE

Ham Lake, MN 55304



Dear Shawn:



We are thrilled you are considering employment with ev3! As we discussed, ev3 offers the unique
opportunity for you to help us build a successful endovascular enterprise with a team that is
committed to people, ideas, and passion. I also want you to know that I am personally looking
forward to working with you. On behalf of ev3, I would like to extend the following job offer:




	 	 	 	 	 
	 

	 	1.    Position:
	 	Senior Vice President & Chief Financial Officer
	 
	 	 	 	 
	 

	 	2.    Reporting to:
	 	Robert Palmisano, President & CEO
	 
	 	 	 	 
	 

	 	3.    Proposed Start Date:
	 	January 19, 2009
	 
	 	 	 	 
	 

	 	4.    Compensation:
	 	$350,000 annual salary, less withholdings for Federal, FICA and State
taxes, paid semi-monthly in accordance with ev3’s normal payroll procedures. You will
receive a salary and performance review effective January 1, 2010.
	 
	 	 	 	 
	 

	 	5.    Performance Incentive:
	 	You will be eligible to participate in the ev3 performance
incentive program. While there is no guarantee, your participation in the plan has been
structured so that your incentive target is 60% (pro rated upon start date). Actual
payout will depend upon achievement of established ev3 goals.
	 
	 	 	 	 
	 

	 	6.    Bonus:
	 	Within 30 days of the Executive’s first day of employment with ev3, the
Executive will receive a cash signing bonus (the “Signing Bonus”)
equal
to $100,000 and a cash retention bonus equal to $110,000 (the
“Retention
Bonus”). Each will be subject to applicable withholding and
employment
taxes. If ev3 terminates the Executive’s employment with ev3 for
Cause
or the Executive terminates his employment with ev3 for any reason
(other than death or disability) prior to the one-year anniversary of
the Executive’s first day of employment with ev3, the Executive shall
repay ev3 100% of the Signing Bonus and the Retention Bonus
($210,000)
within 30 days of the Executive’s last day of employment with ev3.
If
ev3 terminates the Executive’s employment with ev3 for Cause or the
Executive terminates his employment with ev3 for any reason (other
than
death or disability) on or after the one-year anniversary of the
Executive’s first day of employment with ev3 but prior to the
two-year
anniversary, the Executive shall repay ev3 two-thirds of the
Retention
Bonus ($73,333) within 30 days of the Executive’s last day of
employment
with ev3. If ev3 terminates the Executive’s employment with ev3
for
Cause or the Executive terminates his employment with ev3 for any
reason
(other than death or disability) on or after the two-year
anniversary of
the Executive’s first day of employment with ev3 but prior to the
three-year anniversary, the Executive shall repay ev3 one-third of
the
Retention Bonus ($36,667) within 30 days of the Executive’s last
day of
employment with ev3.
	 
	 	 	 	 
	 

	 	 	 	For purposes of this paragraph, “Cause” shall exist if (A) the
Executive has engaged in conduct that in the judgment of the Compensation
Committee constitutes gross negligence, misconduct or gross neglect
in the performance of the Executive’s duties and responsibilities,






 









 






			
	 	 	 
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	 	1/8/2009






	 	 	 	 	 
	 

	 	 	 	including conduct resulting or intending to result directly or
indirectly in gain or personal enrichment for the Executive at
ev3’s
expense, (B) the Executive has been convicted of or has pled guilty
to a
felony for fraud, embezzlement or theft, (C) the Executive has
engaged
in a breach of any policy of ev3 for which termination of
employment or
service is a permissible consequence or the Executive has not
immediately cured any performance or other issues raised by ev3’s
Chief
Executive Officer, (D) the Executive had knowledge of (and did not
disclose to ev3 in writing) any condition that could potentially
impair
the Executive’s ability to perform the functions of his or her job
or
service relationship fully, completely and successfully, or (E) the
Executive has engaged in any conduct that would constitute “cause”
under
the terms of his employment or consulting agreement, if any.
	 
	 	 	 	 
	 

	 	7.   Stock Options:
	 	Equity compensation is a planned part of our overall compensation
philosophy. ev3’s equity program has been established to commensurate with an employee’s
level within the organization. The Compensation Committee has approved 56,000 restricted
shares and 140,000 options at the fair market value on the first day of your employment.





As an employee of ev3 you will be eligible to participate in ev3’s benefit programs in
accordance with the terms of such plans and programs as in effect from time to time. In addition,
you will be entitled to 27 days PTO on a full year basis (pro rated upon start date) payable in
accordance with ev3’s Paid Time Off Policy for U.S. Employees.



This offer of employment expires if not accepted by the close of business on January 6, 2009. Once
accepted, the following documents need to be completed and returned no later than January 9, 2009
in the enclosed postage-paid envelope:





	 	1.	 	Pre-employment Drug Testing Policy Acknowledgement and Consent Form for Substance Abuse
Testing;
	 
	 	2.	 	Disclosure and Authorization for Consumer Report;
	 
	 	3.	 	Signed Employment Agreement;
	 
	 	4.	 	Signed Offer Letter; and
	 
	 	5.	 	New Hire/Address/Name Change form.




Please send/ fax the remaining forms enclosed with this letter prior to your start date. In order
to complete the I-9 form, please remember to bring the proper original documents with you on your
first day. Acceptable documentation is referenced on the back of the I-9 Form.



This offer of employment is conditioned upon each of the following: (i) your submitting to a drug
test and ev3 receiving a negative test result on the drug test; (ii) your submitting to a
background check and ev3 receiving a satisfactory report on the background check; (iii) your
proving your eligibility to work in the United States by way of completion of the I-9 Form; (iv)
your representation to the Company, as set forth in the Employment Agreement, that you are not
bound by any commitments to third parties that would prevent you from accepting the position
described in the Employment Agreement; and (v) your execution of the enclosed Employment Agreement
prior to commencing employment with ev3.



Please note that the Employment Agreement includes non-compete, non-solicitation, and
confidentiality clauses, among others, which restrict you from engaging in certain activities
during and after termination of your employment with ev3. I am sure you understand that these
provisions are necessary to protect ev3’s investment in its confidential information, trade
secrets, customer relationships, and goodwill.



Shawn, thank you for spending the time to ensure ev3 is the right opportunity for you. I have no
doubt ev3 will be a vehicle for growth, excitement, and success and that your contributions will be
many and meaningful!




 









 





			
	 	 	 
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	 	1/8/2009






	 	 	 	 	 
	Sincerely,

	 	Agreed,	 	 
	 
	 	 	 	 
	/s/ Greg Morrison

	 	/s/ Shawn McCormick
	 	1-7-09
	 	 	 	 	 

	Greg Morrison

	 	Shawn McCormick
	 	Date
	Senior Vice President
	 	 	 	 
	Human Resources