Exhibit
10.7


SEPARATION/CONSULTING
AGREEMENT


This
Separation/Consulting Agreement (“Agreement”) is made and entered into by and
between Thomas Wilder, whose address is 1841 Port Sheffield Place, Newport
Beach, CA 92660 (“Employee”) and ev3 Inc., whose address is 9600 54th Avenue
North, Plymouth, MN 55442 (“Employer”).


WHEREAS, Employee and Employer desire to
terminate the employment relationship between them in an orderly and mutually
satisfactory manner; and


WHEREAS, Employee and Employer want to
fully address their relationship going forward.


NOW, THEREFORE, in consideration of the
mutual promises contained in this Agreement, Employee and Employer agree as
follows:


1.                                       Employer. The term “Employer” as used in this Agreement shall mean any
entity related to ev3 Inc., in the
present or past, including without limitation, its predecessors, successors,
parents, stockholders, subsidiaries, affiliates, joint venture partners and divisions, and any of its present and past officers,
directors, employees, agents, consultants, attorneys, insurers and the present
and past fiduciaries of any employee benefit plan providing benefits to Employer.


2.                                       Resignation.  Employee hereby acknowledges and confirms
Employee’s resignation as an employee of Employer, effective June 30, 2006 (the
“Resignation Date”).  By Employee’s
signature on this Agreement, Employee acknowledges that Employee has
voluntarily resigned Employee’s employment with Employer as of the Resignation
Date.  Effective April 3, 2006, Employee
resigns as an executive officer and all other officer and director positions of
Employer and/or any direct or indirect subsidiaries of Employer.


3.                                       Payments.  Employee acknowledges that Employer has made
all payments due Employee, including, but not limited to, salary, commissions,
bonus, expense reimbursement, vacation pay, and payments due pursuant to any
contract(s) between Employer and Employee except as set forth in this
Agreement.


4.                                       Vacation Pay.  Employee
agrees, in consultation and coordination with Employer’s Chief Executive
Officer, to take and use all remaining accrued vacation time prior to the
Resignation Date and Employee further agrees that he will make no claim after
the Resignation Date for accrued but unused vacation time.


5.                                       Consulting Services.  In
consideration for allowing Employee to remain as an active employee through the
Resignation Date, Employee agrees to provide Consulting Services to
Employer for a period of one (1) year after the Resignation Date.  Employee will provide such Consulting
Services to Employer at no charge for up to eight (8) hours per month.  For any Consulting Services requested by
Employer in excess of eight (8) hours per month during the one (1) year
consulting period, Employer shall pay Employee as follows: (i) if Employee
provides Consulting Services to Employer for a full day, or a



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substantially full
day, Employer shall pay Employee
in the amount of $1,000; and (ii) if Employee provides Consulting Services to
Employer for a half-day, Employer shall
pay Employee in the amount of $500.  All
Consulting Services shall be at Employer’s reasonable request and may be
related to any aspect of Employer’s business. 
All such requests by Employer shall be made either by Employer’s Chief
Executive Officer or Chief Legal Officer.


6.                                       Consulting Payments.  For the payments for Consulting Services,
Employee shall be responsible for the payment of all taxes including but not
limited to FICA, which are due and payable to all governmental or regulatory
authorities, and recognizes that Employer will be issuing a Form 1099 for the
payment of any Consulting Services.  Employee shall submit to Employer a
monthly invoice describing with specificity the Consulting Services provided by
Employee during the applicable
period.  Payment will be made only for Services
performed at Employer’s request. 
Employer shall make payment to Employee
within forty-five (45) days of Employer’s receipt of Employee’s invoice


7.                                       Employee Representations.  Employee represents that Employee is legally
able and entitled to receive the payments for Consulting Services.  Employee agrees that Employee will defend,
indemnify and hold Employer harmless from any and all claims, actions, losses,
taxes, attorney’s fees, interest, penalties and expenses of any sort relating
to a breach of the representations contained in this section and Employee’s
obligation to pay taxes on the payments.


8.                                       Return of Property.  Employee represents that Employee will return
to Employer, on or before the Resignation Date, all its property, including
without limitation records, correspondence, proprietary and confidential
information, computer equipment, electronic or paper files and documents,
corporate credit cards, cell phone, badge and keys.  Employee acknowledges that Employer is
expressly relying on this representation in entering into this Agreement and it
is a material term of the Agreement. 


9.                                       Unit/Stock Options.  Employee’s rights to any stock options shall
be determined in accordance with the applicable written agreement(s) and/or
plan(s) governing such stock options.


10.                                 Insurance.  Employee’s coverage under Employer’s health,
dental and life insurance plans shall continue until June 30, 2006.  Thereafter, Employee’s right to continue
coverage shall be governed by applicable law, plan documents, and insurance
policies and all premiums or other charges shall be the sole responsibility of
Employee.  Employee’s disability
insurance shall terminate as of the termination of Employee’s employment.


11.                                 Business Protections.  The parties acknowledge and agree that the
Employee Confidential Information Agreement, signed by Employee as of August
20, 2002 is valid and enforceable by Employer. 
In consideration of the mutual promises and commitments set forth in
this Agreement, Employee acknowledges and reaffirms all obligations under the
Employee Confidential Information Agreement, which obligations continue in full
force and effect.



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12.                                 Investigations and Litigation. 
Employee agrees that Employee will, at any future time, be
available upon reasonable notice from Employer, with or without subpoena, to be
interviewed, review documents or things, give depositions, testify, or engage
in other reasonable activities in connection with any litigation or
investigation, with respect to matters concerning which Employee has or may
have knowledge as a result of or in connection with Employee’s employment by
Employer or any related entity. This includes, but is not limited to, the
University of California/Boston Scientific neurovascular coil litigation
pending in any and all jurisdictions.  In
performing Employee’s obligations under this section to testify or otherwise
provide information, Employee will honestly, truthfully, forthrightly, and
completely provide the information requested. Employee will comply with this
Agreement upon notice from Employer that Employer or its attorneys believe that
Employee’s compliance would be helpful in the resolution of an investigation or
the prosecution or defense of claims. 
Employer agrees to pay Employee as described in Paragraph 5, even if
such services occur after the one-year consulting term.


13.                                 Governing Law and Venue.  This Agreement shall be governed by, and
construed and enforced in accordance with Minnesota law, except to the extent
it is pre-empted by federal law.  The
parties agree that any dispute relating to this Agreement shall be subject to
the jurisdiction of the courts within the State of Minnesota, Hennepin County.


14.                                 Entire Agreement.  This Agreement contains all the
understandings and agreements between the parties concerning Employee’s
employment with and separation from employment with Employer and supersedes any
and all prior agreements and understandings, whether written or oral, relating
to the matters addressed in this Agreement, except the Employee Confidential Information
Agreement shall remain in full force and effect.  The parties specifically acknowledge and
agree that: (i) Employee’s Change in Control Agreements with Employer and/or
any of its subsidiaries or affiliates are hereby void and of no further force
or effect; and (ii) Employee’s Employment Letter Agreement shall be void and of
no further force or effect as of the Resignation Date. The parties agree that
there were no inducements or representations leading to the execution of this
Agreement except as stated in this Agreement. 
Any modification of or addition to this Agreement must be in writing and
signed by Employee and Employer’s CEO or Vice-President of Human Resources.


	
  ev3 Inc.

  	
  Employee

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Greg
  Morrison

  	
   

  	
  /s/ Thomas Wilder

  	
   

  
	
  Greg Morrison

  	
  Thomas Wilder

  
	
  Vice-President,
  Human Resources

  	
   

  
	
   

  	
   

  
	
  Date Signed:

  	
   4/3/06

  	
   

  	
  Date Signed:

  	
   4/3/06

  	
   

  
								



 



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AMENDMENT
TO SEPARATION/CONSULTING AGREEMENT


This Amendment to
Separation/Consulting Agreement (this “Amendment”) is made and entered into by
and between Thomas C. Wilder III, whose address is 1841 Port Sheffield Place,
Newport Beach, CA 92660 (“Employee”) and ev3 Inc., whose
address is 9600 54th Avenue North, Plymouth, MN 55442 (“Employer”).


WHEREAS, Employee and Employer have
previously entered into that certain Separation/Consulting Agreement dated as
of April 3, 2006 (the “Original Agreement”) pursuant to which the Employee and
Employer intended to terminate the employment relationship between them in an
orderly and mutually satisfactory manner and address their relationship going
forward; and


WHEREAS, Employee and Employer want to
amend the consulting services provision and clarify the stock option provision
of the Original Agreement.


NOW, THEREFORE, in consideration of the
mutual promises contained in this Agreement, Employee and Employer agree as
follows:


1.                                       Consulting Services.  Section 5 of the Original Agreement is
hereby amended in its entirety to state as follows:


“In consideration for allowing Employee to remain as
an active employee through the Resignation Date, Employee agrees to provide
certain Consulting Services to Employer through August 31, 2006 as described in
more detail on Exhibit A attached hereto, and after August 31, 2006, to make
himself available to assist Employer’s management and legal counsel regarding
the global intellectual property legal proceedings regarding neuro coils of which
Micro Therapeutics, Inc. is subject, through the date such legal proceedings
are finally resolved.  Employee will
provide the Consulting Services listed on Exhibit A through August 31, 2006 in
exchange for an aggregate payment of $5,000. 
Employee will provide the other consulting assistance as may be
requested after August 31, 2006 to Employer at no charge for up to eight (8)
hours per month.  For any assistance
requested by Employer in excess of eight (8) hours per month, Employer shall
pay Employee as follows: (i) if Employee provides assistance to Employer for a
full day, or a substantially full day, Employer shall pay Employee in the
amount of $1,000; and (ii) if Employee provides assistance to Employer for a
half-day, Employer shall pay Employee in the amount of $500.  All Consulting Services and assistance shall
be at Employer’s reasonable request.  All
requests by Employer for Consulting Services and other assistance by Employee
shall be made either by Employer’s Chief Executive Officer or Chief Legal
Officer.”


2.                                       Unit/Stock Options.  Section 9 of the Original Agreement is hereby
amended in its entirety to state as follows:



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“Employee’s rights
to any stock options shall be determined in accordance with the applicable
written agreement(s) and/or plan(s) governing such stock options; provided,
however, that Employee hereby waives any additional vesting of his Employer
stock options after June 30, 2006.  For
purposes of clarity, Employee and Employer hereby understand, acknowledge and
agree that pursuant to the terms of such agreement(s) and/or plan(s), the
30-day period in which Employee will be able to exercise any unexercised and
unexpired Employer stock options will commence on August 30, 2006, the last day
of which Employee will be providing scheduled consulting services hereunder,
and will terminate on September 30, 2006.”


3.                                     No Other Changes.  Except as specifically amended by this
Amendment, all other provisions of the Original Agreement shall remain in full
force and effect.  This Amendment shall
not constitute or operate as a waiver of, or estoppel with respect to, any
provisions of the Original Agreement by any party hereto.


4.                                     Capitalized Terms.  Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Original Agreement, as
in effect on the date hereof.


5.                                     Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.


	
  ev3 Inc.

  	
  Employee

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Patrick D.
  Spangler

  	
   

  	
  /s/ Thomas C. Wilder III

  	
   

  
	
  By: Patrick D.
  Spangler

  	
  Thomas C. Wilder III

  
	
  Title: CFO

  	
   

  
	
   

  	
   

  
	
  Date Signed:

  	
  7/25/06

  	
   

  	
  Date Signed:

  	
  7/24/06

  	
   

  
									




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EXHIBIT A


 


Description
of Consulting Services To Be Provided Prior to August 31, 2006


·                  Attend three
meetings with Matthew Jenusaitis and certain other individuals, to be
determined, to provide history and strategy regarding the UCAL/BSC global coil
litigation;


·                  Attend one
meeting with Matthew Jenusaitis, Cecily Hines, and certain other individuals,
to be determined, to provide history of the negotiations related to the Phenox
equity acquisition;


·                  Attend one
meeting with Jim Corbett and Matthew Jenusaitis to provide a retrospective on
neurovascular product strategies;


·                  Attend one
meeting with Jim Corbett and Matthew Jenusaitis to provide an organizational
review of key individuals in the ev3
neurovascular division.


 


All Consulting Services
listed on this Exhibit A shall be provided by Employee in person on location at
Employer’s Irvine, California facility.



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