Exhibit
10.5


EMPLOYMENT AGREEMENT


This Employment Agreement (“Agreement”) is made effective
as of April 03, 2006 (the “Effective Date”), by and between ev3 Inc. (“Company”), having a principal place of business at 9600 54th Avenue North, Plymouth, MN 55442, and Matthew
Jenusaitis (“Employee”), having an address of 1123 Hampton Court, Encinitas, CA 92024.


WHEREAS, Company is a
leading global medical device company focused on catheter-based, or
endovascular, technologies for the minimally invasive treatment of vascular
diseases and disorders and desires to employ Employee on the terms and subject
to the conditions set forth herein.


WHEREAS, Company has
expended considerable time, effort and resources in the development of certain
confidential, proprietary, and trade secret protected information, which must
be maintained as confidential in order to ensure the success of Company’s
business;


WHEREAS, Company has
expended considerable funds, time, effort, and resources in the development of
its customer goodwill and recruiting and training its workforce, which also
must be maintained in order to ensure the success of Company’s business; and


WHEREAS, by virtue of
Employee’s employment with Company, Employee will be performing services in a
confidential capacity and will be acquiring knowledge about Company’s valuable
confidential and technical information, its trade secrets, customer goodwill,
and its highly trained workforce and Company desires reasonable protection of
its confidential business and technical information, its trade secrets,
customer goodwill, and its highly trained workforce.


NOW THEREFORE, in
consideration of the covenants and promises contained herein, and of Employee’s
at-will employment by Company, the compensation and benefits received by
Employee from Company, and the access given Employee to Company’s Confidential
and Proprietary Information, as defined below, all of which Employee
acknowledges are good and valuable consideration for Employee entering into
this Agreement and for the restrictions imposed in Employee’s current and
post-employment activities under this Agreement, the parties hereto agree as
follows:


1.                                      Employment.


1.01.                     Position. Company hereby employs Employee in the position described in Employee’s
offer letter, with such specific duties, responsibilities, and powers as
Company may from time to time prescribe.


1.02.                     Best Efforts. Employee covenants and agrees that, at all
times during the term of this Agreement, Employee shall devote Employee’s
full-time, best efforts to the duties assigned to Employee by Company. Employee
further covenants and agrees that Employee will not, directly or indirectly,
engage or participate in any activities at any time during the term of this
Agreement in conflict with the best interests of Company.


2.                                      Compensation and Benefits.


2.01.                     Hourly Compensation. Company shall pay Employee compensation at
the rate set forth in Employee’s offer letter, less
applicable tax withholdings, paid semi-monthly in accordance with Company’s normal payroll practices. Company may
adjust Employee’s hourly compensation



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periodically
according to its payroll policies, which presently provide for a salary review
effective January 1 of each year.


2.02.                     Benefits. Employee shall be entitled to participate in Company’s employee benefit
programs in accordance with the terms of such plans and programs as in effect
from time to time.


3.                                      Term and Termination.


3.01.                     At-Will Employment. The term of Employee’s employment under
this Agreement shall commence on the Start Date set forth in Employee’s offer
letter and continue until terminated as hereinafter provided. Employee
understands and agrees that employment with Company is at-will and is not
guaranteed for any specified duration.


3.02.                     Termination
With or Without Cause. Employee acknowledges and agrees that
Employee’s employment may be terminated by Company or Employee at any time,
with or without cause, with or without notice, and for any reason. Depending on
the circumstances, but only in the case of a without cause termination, some severance
may be offered in the sole discretion of the Company.


3.03.                     Payment upon Termination. In the event of a termination of Employee’s
employment for any reason, Employee shall be entitled to compensation to the
date of termination, but Company shall not be obligated to make any further
payments after the date of termination.


4.                                      Employee’s Representations and
Duties.


4.01.                     Company. Solely for
purposes of Articles 4, 5, 6, 7, 8, 9 and 10 of this Agreement, “Company”
includes Company, its parent, subsidiary, and affiliated companies, and their
successors and assigns.


4.02.                     No Conflicts. Employee represents and warrants to Company
that Employee is not currently subject to any non-competition, confidentiality,
or any other type of agreement or other obligation with any third party
(including but not limited to any former employer) that would prohibit Employee
from accepting this position with Company, conflict with Employee’s obligations
under this Agreement, or in any way restrict or impair Employee’s ability to
perform the full scope of duties and responsibilities Employee is expected to
perform for Company, except as Employee has disclosed to the Company prior to
accepting this offer of employment with Company. Regarding such disclosures
that have been discussed with the Company, Company agrees to pay the costs of
reasonable attorney’s fees and expenses in defense of any claim that may be
brought against Employee for any alleged breach of any alleged obligations, and
to reimburse Employee for any monetary settlement payments that might result
from such claim.


4.03.                     Compliance with Company Policies. Employee shall, at all times, comply with
all policies, rules, and procedures of Company, which include, but are not
limited to, Company’s Code of Conduct, Corporate Compliance Policy, and Insider
Trading Policy.


4.04.                     Duty of Loyalty. In all
aspects of Employee’s employment with Company, Employee shall act in the utmost
good faith, deal fairly with Company, and fully disclose to Company all
information that Company might reasonably consider to be important or relevant
to Company’s business.  Employee further agrees that during employment by
Company, Employee shall not engage in any conduct that might result in, or
create the appearance of using Employee’s



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position
for Employee’s private gain, or otherwise create a conflict of interest, or the
appearance of a conflict of interest, with Company. Such prohibited conduct
includes, but is not limited to, having an undisclosed financial interest in
any vendor or supplier of Company, accepting payments of any kind or gifts
other than of a nominal value from vendors, customers, or suppliers, or having
an undisclosed relationship with a family member or other individual who is
employed by any entity in active or potential competition with Company, and
which creates a conflict of interest. While employed at Company, Employee shall
not establish, operate, participate in, advise, or assist to establish in any
manner whatsoever any business, that could or would be in competition with
Company’s business, and Employee shall not take any preliminary or preparatory
steps toward establishing or operating such a business. Notwithstanding the
foregoing, Employee may own less than two percent (2%) of any class of stock or
security of any company that competes with Company listed on a national
securities exchange.


4.05.                     E-Mail Messages
and Internet Usage. Employee acknowledges and agrees that all e-mail
messages that Employee produces, sends, or receives while at Company facilities
or using Company equipment are the property of Company. Employee also
acknowledges and agrees that Company may monitor and inspect all such messages
and also may monitor and control the communications that Employee initiates or
receives through the Internet while at Company facilities and while using
Company equipment in any location. Employee acknowledges that Employee has no
right to or expectation of privacy in such communications. Employee agrees to
cooperate with Company in its implementation of such security and control
measures as it may implement from time to time with respect to e-mail and
Internet communications and shall take all reasonable precautions to ensure
that the confidentiality of any such communications containing Confidential and
Proprietary Information, as defined below, is maintained. Employee also agrees
that the Internet may not be used for the transmission or intentional reception
of obscene, scandalous, offensive, or otherwise inappropriate materials, and
that Employee will comply with all Company policies regarding appropriate use
of the Internet and e-mail.


5.                                      Nondisclosure of Confidential and Proprietary Information.


5.01.                     Definition of
Confidential and Proprietary Information. “Confidential and
Proprietary Information” means any and all information, whether oral, written,
or committed to Employee’s memory, that is not generally known by persons not
employed by, or parties to contracts with, Company, whether prepared by Company
or Employee, including but not limited to:


(a)                                  Inventions,
designs, discoveries, works of authorship, improvements, or ideas, whether or
not patentable or copyrightable, methods, processes, techniques, shop
practices, formulae, compounds, or compositions developed or otherwise
possessed by Company;


(b)                                 the subject matter
of Company’s patents, design patents, copyrights, trade secrets, trademarks,
service marks, trade names, trade dress, manuals, operating instructions, and
other intellectual property to the extent that such information is unavailable
to the public;


(c)                                  Company’s
information, knowledge, or data concerning its financial data, including
financial statements and projections, pricing information, costs, sales,
budgets, and profits; business plans such as products and services under
development, clinical trials, proposals, presentations, potential acquisitions
under consideration, and marketing strategies; manufacturing processes;
organizational structures, such as



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names of employees,
consultants, and their positions and compensation schedules; customer information
such as surveys, customer lists, lists of prospective customers, customer
research, customer meetings, customer account records, sales records, training
and servicing materials, programs, techniques, sales, and contracts; supplier
and vendor information including lists and contracts; relational data models,
company manuals and policies, computer programs, software, disks, source code,
systems architecture, blue prints, flow charts, and licensing agreements;
and/or


(d)                                 any document
marked “Confidential”, or any information that Employee has been told is “Confidential”
or that Employee might reasonably expect Company would regard as “Confidential,”
or any information that has been given Company in confidence by customers,
suppliers, or other persons.


5.02.                     Confidentiality
Obligations. Employee agrees to hold all Confidential and
Proprietary Information in the strictest confidence both during Employee’s
employment relationship with Company and after Employee’s employment
relationship with Company is voluntarily or involuntarily terminated for any
reason. To this end, Employee shall:


(a)                                  not make, or
permit or cause to be made, copies of any Confidential and Proprietary
Information, except as necessary to carry out Employee’s duties as prescribed
by Company;


(b)                                 not disclose or
reveal any Confidential and Proprietary Information, or any portion thereof, to
any person or company who is not under a legal or contractual obligation to
Company to hold such information confidential;


(c)                                  take all
reasonable precautions to prevent the inadvertent disclosure of any
Confidential and Proprietary Information to any unauthorized person;


(d)                                 acknowledge
that Company is the owner of all Confidential and Proprietary Information and
agree not to contest any such ownership rights of Company, either during or
after Employee’s employment with Company; and


(e)                                  upon
termination of employment with Company or upon request by Company, deliver
promptly to Company all Confidential and Proprietary Information and all
Company documents and property, whether confidential or not, including, without
limitation, all books, manuals, records, reports, notes, contracts, lists,
blueprints, programs, databases, and other documents or materials, whether in
hard copy, electronic, or other form, including copies thereof, whether
prepared by Employee or Company, and all equipment furnished to Employee in the
course of or incident to employment, including any laptop computer and all data
contained on such computer.


5.03.                     Obligations to
Third Parties. Employee understands and acknowledges that Company has a policy prohibiting the
receipt or use by Company of any confidential information or trade secret
protected information in breach of Employee’s obligations to third parties and
Company does not desire to receive any confidential information under such
circumstances. Accordingly, Employee
will not disclose to Company or
use in the performance of any duties for Company any confidential information in breach of an obligation to
any third party. Employee represents that Employee has informed Company, in
writing, of any restriction on Employee’s use of a third party’s confidential information that conflicts with any
obligations under this Agreement.



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6.                                      Non-Competition.


6.01.                     Post-Employment
Restrictions. Employee agrees that for a period of one (1) year
following Employee’s termination or separation from employment with Company for
any reason, voluntary or involuntary, Employee shall not directly or indirectly
(including without limitation as an officer, director, employee, advisor,
consultant, or otherwise), render services to any person or entity in
connection with the design, development, manufacture, marketing, or sale of a
Competitive Product, as defined below, that is sold or intended for use or sale
in any geographic area in which Company markets or intends to market any of its
products. It is agreed that Employee is free to work for a competitor of
Company, provided that:  (i) such
employment does not include any responsibilities for, or in connection with, a
Competitive Product for the one-year period of the restriction contained in
this Paragraph 6.01; and (ii) Employee has not assumed a position with a
competitor that would lead to the inevitable disclosure of Company’s trade
secrets or Confidential and Proprietary Information.


6.02.                     Field Sales
Restrictions. If Employee’s only responsibilities for Company during the last two
years of employment have been in a field sales or field sales management
capacity, the restrictions in Paragraph 6.01 above shall be for a period
of one year in the sales territory or territories Employee covered or
supervised for all or part of the last year of employment and/or for any
customers Employee had direct or indirect contact with, within or outside of
the sales territory, for all or part of the last year of employment.


6.03.                     Definition of
Competitive Product. “Competitive Product” means any product or
component thereof, product line, or service that has been designed or is being
designed, developed, manufactured, marketed, or sold by anyone other than
Company and is: (i) of the same general type, (ii) performs similar functions,
and/or (iii) is used for the same or similar purposes, and/or to achieve
similar results, as a Company product.


6.04.                     Disclosure of
Obligations. During the restrictive period set forth in this Article
6, Employee will inform any new employer or prospective employer, prior to
accepting employment, of the existence of this Agreement and provide such
employer with a copy of this Agreement.


6.05.                     Acknowledgment of Company Efforts. Employee
acknowledges that Company has many near-permanent customers throughout the
world to which Employee has access.  These include customers that Company
developed as a result of many years of significant efforts and significant
financial investments by Company.


6.06.                     Acknowledgment
of Reasonableness. Employee acknowledges and agrees that the
restrictions contained in this Article 6 are reasonable as to time,
area, and persons and are necessary to protect the legitimate business
interests of Company and to avoid disruption of Company’s business. In that
connection, Employee further acknowledges that Company’s business is worldwide
in geographic scope and that its business is conducted, in part, over the
worldwide web.


6.07. Consideration. Employee acknowledges and agrees that Employee has received
consideration in exchange for signing this Agreement and that Employee was
advised of, and presented with, a copy of this Agreement prior to accepting
employment with Company.



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7.                                      Post-Employment
Restriction on Recruiting or Hiring Company Employees.


7.01.                     Acknowledgment of
Training Efforts. Employee acknowledges
that Company has expended considerable time and effort in recruiting and
training its employees, many of whom are accomplished professionals.


7.02.                     No Recruiting of
Company Employees. Employee hereby agrees
that, during Employee’s employment by Company and for a period of one (1) year
following the termination or separation from employment with Company, for any
reason, voluntary or involuntary, Employee shall not, directly or indirectly,
hire or recruit any employees of Company. This restriction shall not apply if
Employee is a CEO of another company and has no knowledge/indication of that
other company’s hire of a Company employee, and no knowledge of the possibility
of that particular hire.


8.                                      Inventions.


8.01.                     Definition of Inventions. “Inventions” means any
inventions, discoveries, improvements, and ideas, whether or not in writing or
reduced to practice and whether or not patentable or copyrightable, made,
authored, or conceived by Employee, whether by Employee’s individual efforts or
in connection with the efforts of others, and that either (i) relate in any way
to Company’s business, products, or processes, past, present, anticipated, or
under development; or (ii) result in any way from Employee’s employment by
Company; or (iii) use Company’s equipment, supplies, facilities, or
Confidential and Proprietary Information.


8.02.                     Assignment of
Inventions. During the course of Employee’s employment and for
a period of six (6) months thereafter, Employee shall promptly and fully
disclose to Company, and will hold in trust for Company’s sole right and
benefit, any Invention that Employee makes, conceives, or reduces to practice,
or causes to made, conceived, or reduced to practice, either alone or in
conjunction with others, whether made during the working hours of Company or on
Employee’s own time. Employee shall: (i) 
assign, and hereby assigns, to Company all of Employee’s right, title,
and interest in and to all such Inventions, any applications for patents,  copyrights, or any other registration of
intellectual property in any country covering or relating to any such
Invention, and any patents, copyrights, or other intellectual property
registration granted to Employee or Company; (ii) acknowledge and deliver
promptly to Company any written instruments and perform any other acts
necessary in Company’s opinion to preserve property rights in any Invention
against forfeiture, abandonment, or loss, to obtain and maintain letters patent
and/or copyrights or other registration of any intellectual property rights on
any such Invention, and to vest the entire right and title to such Inventions
and related intellectual property in Company. Employee agrees to perform
promptly (without charge to Company but at the expense of Company) all such
acts as may be necessary in Company’s opinion to preserve all patents and/or
copyrights or other intellectual property covering the Inventions and to enable
Company to obtain the sole right, title, and interest in all such Inventions,
including without limitation the execution of assignments or patent prosecution
documentation and appearing as a witness in any action brought in connection
with this Agreement.


8.03.                     Exclusion. The parties
agree, and Employee is hereby notified, that the requirements of this Article
8 do not apply to any invention for which no equipment, supplies, facility,
or information of Company was used and which was developed entirely on Employee’s
own time, and which (i) does not relate directly to Company’s business or to
Company’s actual or demonstrably anticipated research or development; or (ii)
does not result from any work Employee performed for Company. Employee
represents that, except as disclosed on Exhibit A, as of the date of this
Agreement, Employee has no rights under, and will make no claims against
Company with respect



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to,
any inventions, discoveries, improvements, ideas, or works of authorship that
would be Inventions if made, conceived, authored, or acquired by Employee
during the term of this Agreement. All inventions that Employee already has
conceived or reduced to practice and that Employee claims to be excluded from
the scope of this Agreement are listed on Exhibit A (if none, write “none”).


8.04.                     Copyrights. Employee
acknowledges that any documents, drawings, 
computer software, or other work of authorship prepared by Employee
within the scope of Employee’s employment is a “work made for hire” under U.S.
copyright laws and that, accordingly, Company exclusively owns all copyright
rights in such works of authorship. For purposes of this Agreement, “scope of
employment” means the work of authorship: (i) 
relates to any subject matter pertaining to Employee’s employment;
(ii)  relates to or is directly or
indirectly connected with the existing or reasonably foreseeable business,
products, projects, or Confidential and Proprietary Information of Company;
and/or (iii) involves the use of any time, material, or facility of Company.


8.05.                     Presumption. In the event of any dispute,
arbitration, or litigation concerning whether an invention, improvement, or
discovery made or conceived by Employee is the property of Company, such
invention, improvement, or discovery will be presumed the property of Company
and Employee will bear the burden of establishing otherwise.


9.                                      Non-Disparagement.


Employee agrees that Employee will not, directly or
indirectly, speak or act in any manner that is intended to, or does in fact,
damage the goodwill or the business of Company, or the business or personal
reputations of any of its directors, officers, agents, employees, customers,
vendors, or suppliers. Employee further agrees that Employee will not engage in
any other deprecating conduct or communications with respect to Company;
provided, however, that nothing in this Agreement shall preclude Employee from
providing honest, forthright, and truthful testimony in any court or regulatory
action or proceeding.


10.                               Injunctive Relief.


10.01.              Existence of Irreparable Harm. Employee acknowledges and agrees that in
the event of any breach or threatened breach by Employee of any of the
provisions of this Agreement, damages shall be an inadequate remedy and that
Company will suffer irreparable harm and, as a result, Company shall be
entitled to injunctive and other equitable relief such as restraining orders
and preliminary or permanent injunctions to specifically enforce the provisions
of this Agreement and to protect Company against any breach or threatened breach. 
If Company is required by applicable law to furnish a bond or other surety as a
condition of the entry of an injunction or restraining order, Employee agrees
that such bond or surety shall be in the minimum amount required by law.


10.02.              Non-Exclusive
Remedies. Nothing herein shall be construed as prohibiting
Company from pursuing any other remedies available to Company for Employee’s
breach or threatened breach of this Agreement, including the recovery of
damages from Employee and an accounting and repayment of all profits,
compensation, commissions, remuneration, or other benefits that Employee
directly or indirectly has realized and/or may realize as a result of, growing
out of, or in connection with, any such violation. These remedies shall be in
addition to, and not in limitation of, any other rights or remedies to which
Company is or may be entitled.



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11.                               Miscellaneous.


11.01.              No Waiver. No failure or delay by any party hereto in exercising any right,
power, or privilege hereunder will operate as a waiver thereof, nor will any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power, or privilege hereunder.


11.02.              Survival. The provisions of Paragraph 3.03 and Articles 5, 6, 7, 8,
9, 10 and 11 shall survive any termination of Employee’s employment or this
Agreement.


11.03.              Assignment. This Agreement shall be binding upon Employee’s heirs, personal
representatives, and assigns, to the extent its provisions are applicable, and
may be transferred by Company to its successors and assigns.


11.04.              Severability. In the event any one or more of the
provisions contained in this Agreement are deemed illegal or unenforceable,
such provision:  (i) shall be construed
in a manner to enable it to be enforced to the extent permitted by applicable
law; and (ii) shall not affect the validity and enforceability of any legal and
enforceable provision of this Agreement.


11.05.              Construction. It is agreed that the provisions of this
Agreement will be regarded as divisible and if any provision is found by any
court of competent jurisdiction to be unenforceable because it extends for too
long a period of time or over too great a range of activities or persons or in
too broad a geographic area, it shall be interpreted to extend over the maximum
period of time, range of activities or persons, and/or geographic areas as to
which it may be enforceable. Any Court is also authorized to extend the
duration of any restriction under Articles 6 and 7 for the period that
any violation of Articles 6 or 7 exists. All captions and titles are for
convenience only, and may not be used to interpret or to define the terms of
this Agreement.


11.06.              Governing Law and Jurisdiction. This Agreement shall be governed by the
laws of the State of Minnesota, without regard to choice of law rules. Each of
the parties hereto hereby irrevocably and unconditionally consents to submit to
the exclusive jurisdiction and venue of the federal and state courts within the
State of Minnesota, and each party hereby consents to personal jurisdiction in
such forum, for any actions, suits, or proceedings arising out of or relating
to this Agreement (and agrees not to commence any action, suit, or proceeding
relating thereto except in such courts). Notwithstanding the foregoing, nothing
in this Agreement will prevent Company from seeking interim or permanent
injunctive relief or filing any action to recover amounts owed to Company by
Employee in any court having jurisdiction over Employee.


11.07.              Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all previous agreements and understandings, whether oral or written,
between the parties with respect to the subject matter hereof. This Agreement
may only be modified in a writing signed by both of the parties hereto.



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IN WITNESS
WHEREOF, the parties hereto have subscribed their names to this Agreement on
the day and year written below.


	
  COMPANY

  	
  EMPLOYEE

  
	
   

  	
   

  
	
  By:

  	
  /s/ Greg
  Morrison

  	
   

  	
  /s/ M. Jenusaitis

  	
   

  
	
   

  	
   

  
	
  Print Name: Greg
  Morrison

  	
  Print Name: M. Jenusaitis

  
	
   

  	
   

  
	
  Title:   Vice
  President, Human Resources

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
  Date: 4-3-06

  
							



 



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EXHIBIT A


Disclosure of Prior Inventions


All
inventions that Employee already has conceived or reduced to practice and that
Employee claims to be excluded from the scope of “Inventions” as defined in the
Employment Agreement are listed below (if none, write “none”):



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