Exhibit
10.6


[ev3 Letterhead]


April 3, 2006


Matthew Jenusaitis

1123 Hampton Court

Encinitas, CA 92024


Dear Matthew:


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)                                 “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 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 the Subsidiary 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:

  	
  /s/ James M.
  Corbett

  	
   

  
	
   

  	
   

  	
  Name: James M. Corbett

  
	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Micro
  Therapeutics, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M.
  Corbett

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Agreed to and Accepted as of this 3rd day of April,
  2006:

  
	
   

  	
   

  
	
   

  	
  /s/ Matthew Jenusaitis

  	
   

  
						



 



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