Exhibit 10.3


 


STANDARD
NON-ISO GRANT


 


EV3 INC.


 


2005 INCENTIVE STOCK PLAN


 


NON-INCENTIVE STOCK OPTION


 


OPTION CERTIFICATE


 


ev3 Inc., a Delaware corporation, in accordance with the ev3 Inc. 2005
Incentive Stock Plan, hereby grants an Option to                            ,
who shall be referred to as “Optionee”, to purchase from the Company                  
shares of Stock at an Option Price per share equal to $                         ,
which grant shall be subject to all of the terms and conditions set forth in
this Option Certificate and in the Plan. 
This grant has been made as of                         ,
200[  ], which shall be referred to as the “Grant Date”.  This Option is not intended to satisfy the
requirements of § 422 of the Code and thus shall be a Non-ISO as that term
is defined in the Plan.


 


 


	
   

  	
  EV3 INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  



 


TERMS AND CONDITIONS


 


§ 1.                             Plan.  This Option grant is subject to all the terms
and conditions set forth in the Plan and this Option Certificate, and all the
terms in this Option Certificate which begin with a capital letter are either
defined in this Option Certificate or in the Plan.  If a determination is made that any term or
condition set forth in this Option Certificate is inconsistent with the Plan,
the Plan shall control.  A copy of the
Plan has been made available to Optionee.


 





















 


§ 2.                             Vesting
and Option Expiration.


 


(a)                                  General
Rule.  Subject to § 2(b) and
§ 2(c), Optionee’s right under this Option Certificate to exercise this
Option shall vest with respect to: (1) 25% of the shares of Stock which
may be purchased under this Option Certificate on [Date], such date being
approximately twelve (12) months from the Grant Date, provided he or she
remains continuously employed by the Company or continues to provide services
to the Company through such date, and (2) with respect to the remaining
75% of such shares of Stock, in equal amounts on the [Xth] day of each of the
next thirty-six (36) months thereafter, beginning on [Date] provided he or she
remains continuously employed by the Company or continues to provide services
to the Company through each such date.


 


(b)                                 Option
Expiration Rules.


 


(1)                                  Non-Vested
Shares.  If Optionee’s employment or service
with the Company terminates for any reason whatsoever, including death, Disability
or retirement, while there are any non-vested shares of Stock subject to this
Option under § 2(a), this Option immediately upon such termination of
employment or service shall expire and shall have no further force or effect
and be null and void with respect to such non-vested shares of Stock.


 


(2)                                  Vested
Shares.  Optionee’s right to exercise
all or any part of this Option which has vested under § 2(a) shall
expire no later than the tenth anniversary of the Grant Date.  However, if Optionee’s employment or service
relationship with the Company terminates before the tenth anniversary of the
Grant Date, Optionee’s right to exercise this Option which has vested under § 2(a) shall
expire and shall have no further force or effect and shall be null and void:


 


(A)                              on the date his or her
employment or service relationship terminates if his or her employment or
service relationship terminates for Cause,


 


(B)                                on the first
anniversary of the date his or her employment or service relationship terminates
if his or her employment or service relationship terminates as a result of his
or her death or Disability, or


 


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(C)                                at the end of the 90
day period which starts on the date his or her employment or service relationship
terminates if his or her employment or service relationship terminates other
than (1) for Cause or (2) as a result of his or her death or
Disability.


 


(c)                                  Special
Rules.


 


(1)                                  Sale
of Business Unit.  The Committee, in
connection with the sale of any Subsidiary, Affiliate, division or other
business unit of the Company, may, within the Committee’s sole discretion, take
any or all of the following actions if this Option or the rights under this
Option will be adversely affected by such transaction:


 


(A)                              accelerate
the time Optionee’s right to exercise this Option will vest under § 2(a),


 


(B)                                provide
for vesting after such sale or other disposition, or


 


(C)                                extend
the time at which this Option will expire (but not beyond the tenth anniversary
of the Grant Date).


 


(2)                                  Change
in Control.  If there is a Change in
Control of the Company, this Option shall be subject to the provisions of § 14
of the Plan with respect to such Change in Control.


 


(3)                                  Affiliates.  For purposes of this Option Certificate, any
reference to the Company shall include any Affiliate, Parent or Subsidiary of
the Company, and a transfer of employment or service relationship between the
Company and any Affiliate, Parent or Subsidiary of the Company or between any
Affiliate, Parent or Subsidiary of the Company shall not be treated as a
termination of employment or service relationship under the Plan or this Option
Certificate.


 


(4)                                  Termination
of Employment or Service Relationship. 
For purposes of this Option Certificate, if the Optionee’s employment
with the Company terminates while there are any non-vested shares of Stock
subject to this Option under § 2(a) but the Optionee at such time
then becomes an


 


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independent consultant to the
Company, the Optionee’s right under this Option Certificate to exercise this
Option shall continue to vest so long as the Optionee continues to provide
services to the Company in accordance with § 2(a).  For purposes of this Option Certificate,
except as otherwise provided below, if the Optionee’s employment with the
Company terminates but the Optionee at such time then becomes an independent
consultant to the Company, the termination of the Optionee’s employment shall
not result in the expiration of the Option under  § 2(b)(1) or 2(b)(2).  Notwithstanding the foregoing, the Optionee’s
right to exercise all or any part of this Option which has vested under § 2(a) shall
expire no later than the tenth anniversary of the Grant Date.


 


(5)                                  Fractional
Shares.  Optionee’s right to exercise
this Option shall not include a right to exercise this Option to purchase a
fractional share of Stock.  If Optionee
exercises this Option on any date when this Option includes a fractional share
of Stock, his or her exercise right shall be rounded down to the nearest whole
share of Stock and the fractional share shall be carried forward until that
fractional share together with any other fractional shares can be combined to
equal a whole share of Stock or this Option expires.


 


(a)                                  Definitions.


 


(1)                                  Cause.  For purposes of this Certificate, “Cause”
shall exist if (A) Optionee has engaged in conduct that in the judgment of
the Committee constitutes gross negligence, misconduct or gross neglect in the
performance of Optionee’s duties and responsibilities, including conduct
resulting or intending to result directly or indirectly in gain or personal
enrichment for Optionee at the Company’s expense, (B) Optionee has been
convicted of or has pled guilty to a felony for fraud, embezzlement or theft, (C) Optionee
has engaged in a breach of any policy of the Company for which termination of
employment or service is a permissible consequence or Optionee has not
immediately cured any performance or other issues raised by Optionee’s
supervisor, (D) Optionee had knowledge of (and did not disclose to the
Company in writing) any condition that could potentially impair Optionee’s
ability to perform the functions of his or her job or service relationship 


 


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fully,
completely and successfully, or (E) Optionee has engaged in any conduct
that would constitute “cause” under the terms of his or her employment or
consulting agreement, if any.


 


(2)                                  Disability.  For purposes of this Certificate, “Disability”
means any medically determinable physical or
mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months and which renders Optionee
unable to engage in any substantial gainful activity.  The Committee shall determine whether Optionee
has a Disability.  If Optionee disputes
such determination, the issue shall be submitted to a competent licensed
physician appointed by the Board, and the physician’s determination as to
whether Optionee has a Disability shall be binding on the Company and on Optionee.


 


§ 3.                             Method
of Exercise of Option.  Optionee may
exercise this Option in whole or in part (to the extent this Option is
otherwise exercisable under § 2 with respect to vested shares of Stock)
only in accordance with the rules and procedures established from time to
time by the Company for the exercise of an Option.  The Option Price shall be paid at exercise
either in cash, by check acceptable to the Company or through any cashless
exercise procedure which is implemented by a broker unrelated to the Company
through a sale of Stock in the open market and which is acceptable to the
Committee, or in any combination of these forms of payment.


 


§ 4.                             Delivery
and Other Laws.  The Company shall
deliver appropriate and proper evidence of ownership of any Stock purchased
pursuant to the exercise of this Option as soon as practicable after such
exercise to the extent such delivery is then permissible under applicable law
or rule or regulation, and such delivery shall discharge the Company of
all of its duties and responsibilities with respect to this Option.


 


§ 5.                             Non-transferable.  No rights granted under this Option shall be
transferable by Optionee other than (a) by will or by the laws of descent
and distribution or (b) to a “family member” as provided in § 10.2 of
the Plan.  The person or persons, if any,
to whom this Option is transferred shall be treated after Optionee’s death the
same as Optionee under this Option Certificate.


 


§ 6.                             No
Right to Continue Service.  Neither
the Plan, this Option, nor any related material shall give Optionee the right
to continue in employment by or perform services to the Company or shall
adversely affect the right of the Company to terminate Optionee’s employment or
service relationship with the Company with or without Cause at any time.


 


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§ 7.                             Stockholder
Status.  Optionee shall have no
rights as a stockholder with respect to any shares of Stock under this Option
until such shares have been duly issued and delivered to Optionee, and no
adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting
such Stock except as expressly set forth in the Plan.


 


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


 


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


 


§ 10.                       Tax
Withholding.  This Option has been
granted subject to the condition that Optionee consents to whatever action the
Committee directs to satisfy the minimum statutory federal and state
withholding requirements, if any, which the Company determines are applicable
upon the exercise of this Option.


 


§ 11.                       References.  Any references to sections (§) in this Option
Certificate shall be to sections (§) of this Option Certificate unless
otherwise expressly stated as part of such reference.


 


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