Exhibit 10.2


ev3 LLC AMENDED AND RESTATED 2003
INCENTIVE PLAN

(as amended through June 12, 2006)


Section 1.                                          PURPOSE.


The Plan is
intended as an incentive to improve the performance, encourage the continued
employment and increase the proprietary interest of certain members, employees,
and advisors of the Company. The Plan is designed to grant such members,
employees, and advisors the opportunity to share in the Company’s long-term
success through ownership of Units and to afford them the opportunity for
additional compensation related to the value of the Units. It is not intended
that options granted under this Plan to qualify as “incentive stock options”
under Section 422 of the Code.


Section 2.                                          DEFINITIONS.


(a)                                  “Award”
means any right granted under the Plan, including any Option, Restricted Unit,
or other Unit-based award.


(b)                                 “Board”
means the “Board,” as such term is defined in the LLC Agreement.


(c)                                  “Change
in Control” means:


(i)                                     the
acquisition by any individual, entity or group (other than the Company, Warburg
or any employee benefit plan of the Company,) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended) of securities representing more than 50% of the voting
securities of the Company entitled to vote generally in the election of
directors, determined on a fully diluted basis (“Company Voting Securities”); provided,
however, that such acquisition shall not constitute a Change in Control
hereunder if a majority of the holders of the Company Voting Securities
immediately prior to such acquisition retain directly or through ownership of
one or more holding companies, immediately following such acquisition, a
majority of the voting securities entitled to vote generally in the election of
directors of the successor entity;


(ii)                                  The
date upon which individuals who as of the date hereof constitute a majority of
the Board (the “Incumbent Board”) cease to constitute at least a
majority of the Board, provided, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board;


(iii)                               Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination,
the individuals or entities who were the beneficial owners, respectively, of
the Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more









 



than 50% of, respectively, the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries); or


(iv)                              approval
by the Company’s stockholders of a complete dissolution or liquidation of the
Company.


(d)                                 “Code”
means the Internal Revenue Code of 1986, as amended.


(e)                                  “Committee”
means the Board or such other committee of at least two persons as the Board
may appoint to administer the Plan.


(f)                                    “Company”
means ev3 LLC, a Delaware limited liability company.


(g)                                 “Eligible
Persons” means any member, employee, or advisor of the Company or its
subsidiaries.


(h)                                 “Fair
Market Value” means the fair market value per share of Unit, on a fully
diluted basis, determined by the Board in good faith.


(i)                                     “IPO”
means an initial public offering of the equity of the Company registered under
the Securities Act pursuant to an effective registration statement.


(j)                                     “IPO
Date” means the effective date of the IPO.


(k)                                  “LLC
Agreement” means the Operating Agreement of the Company, dated as of August
29, 2003, as the same may be amended from time to time.


(l)                                     “Option”
means an option to purchase Units granted pursuant to the Plan.


(m)                               “Option
Agreement” means a written agreement between the Company and a Participant
evidencing the terms and conditions of an individual Option grant.


(n)                                 “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Award.


(o)                                 “Plan”
means the ev3 LLC 2003 Incentive Plan.


(p)                                 “Restricted
Units” means Units issued or transferred to a Participant subject to
forfeiture and the other restrictions set forth in Section 7 hereof.


(q)                                 “Restricted
Unit Agreement” means a written agreement between the Company and a
Participant evidencing the terms and conditions of an individual Restricted
Unit grant.


(r)                                    “Securities
Act” means the Securities Act of 1933, as amended.



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(s)                                  “Unit”
means a “Common Membership Unit,” as such term is defined in the LLC Agreement.


(t)                                    “Warburg”
means Warburg, Pincus Equity Partners, L.P. and its affiliates.


Section 3.                                          ADMINISTRATION.


(a)                                  General.
The Plan shall be administered by the Committee.


(b)                                 Powers
of the Committee. Subject to the provisions of the Plan, the Committee
shall have sole authority, in its absolute discretion:


(i)                                     To
determine from time to time which of the Eligible Persons shall be granted
Awards, when and how each Award shall be granted, what type or combination of
types of Award shall be granted, the provisions of each Award granted (which
need not be identical), including the time or times when a person shall be
permitted to receive Units pursuant to an Award, and the number of Units with
respect to which an Award shall be granted to each such person;


(ii)                                  To
construe and interpret the Plan and Awards granted under it, and to establish,
amend and revoke rules and regulations for its administration;


(iii)                               To
amend the Plan or an Award as provided in Section 17; and


(iv)                              To
exercise such powers and to perform such acts as the Committee deems necessary
or expedient to promote the best interests of the Company which are not in
conflict with the provisions of the Plan.


(c)                                  Committee
Determinations. All determinations, interpretations and constructions made
by the Committee in good faith shall not be subject to review by any person and
shall be final, binding and conclusive on all persons.


Section 4.                                          UNITS SUBJECT TO THE PLAN.


(a)                                  Unit
Reserve. Subject to Section 11 hereof relating to adjustments, the total
number of Units which may be granted pursuant to Awards hereunder shall not
exceed, in the aggregate, 12,549,655.


(b)                                 Source.
The Units to be granted or optioned under the Plan shall be authorized but
unissued Units or previously issued Units reacquired by the Company on the open
market or by private purchase.


(c)                                  Reversion
of Units. If any Award shall for any reason expire, be forfeited or
otherwise terminate, in whole or in part, the Units not acquired under such
Award shall revert to and again become available for issuance under the Plan.



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Section 5.                                          ELIGIBILITY.


Participation
shall be limited to Eligible Persons who have received written notification
from the Committee, or from a person designated by the Committee, that they
have been selected to participate in the Plan.


Section 6.                                          OPTIONS.


(a)                                  General.
The Committee is authorized to grant, from time to time, one or more Options to
any Eligible Person. Options granted hereunder shall be in such form and shall
contain such terms and conditions as the Committee shall deem appropriate.


(b)                                 Option
Agreement. The provisions of Options shall be set forth in an Option
Agreement, which agreements need not be identical, and, except as otherwise
provided by the Committee in the Option Agreement, each Option shall include
(through incorporation of provisions hereof by reference in the Option or
otherwise) the substance of each of the following provisions:


(i)                                     Term. No Option granted hereunder
shall be exercisable after the expiration of ten (10) years from the date it
was granted.


(ii)                                  Exercise Price. The exercise price per
Unit for each Option shall be set by the Committee at the time of grant;
provided, however, that the exercise price per unit shall in no event be less
than 85% of the Fair Market Value of a Unit on the date of grant.


(iii)                               Payment for Units. Payment for Units
acquired pursuant to Options granted hereunder shall be made in full, upon
exercise of the Options (i) in immediately available funds in United States
dollars, by certified or bank cashier’s check, (ii) by surrender to the Company
of Units which have either (a) have been held by the Participant for at least
six-months, or (b) were acquired from a person other than the Company, (iii) by
a combination of (i) and (ii), or (iv) by any other means approved by the
Committee.


(iv)                              Vesting. Options shall vest and become
exercisable in such manner and on such date or dates set forth in the Option
Agreement, as may be determined by the Committee; provided, however,
that notwithstanding any vesting dates set by the Committee, the Committee may
in its sole discretion accelerate the vesting of any Option, which acceleration
shall not affect the terms and conditions of any such Option other than with
respect to vesting. Unless otherwise specifically determined by the Committee,
the vesting of an Option shall occur only while the Participant is employed or
rendering services to the Company and all vesting shall cease upon a
Participant’s termination of employment or services for any reason. If an
Option is exercisable in installments, such installments or portions thereof
which become exercisable shall remain exercisable until the Option expires.


(v)                                 Transferability of Options. Except as
otherwise provided below or in the Option Agreement, an Option shall not be
transferable except by will or by the laws of descent and distribution and
shall be exercisable during the lifetime of the Participant only by the
Participant; provided, however, that the Participant may, by
delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the



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death of the Participant, shall thereafter be entitled to exercise the
Option; and provided, further, that an Option may be transferred
by a Participant to a “family member” (as defined for purposes of Form S-8
under the Securities Act) of such Participant or to a trust exclusively for the
benefit of one or more of such family members of such Participant provided such
transfer is made as a gift without consideration, and such transfer complies
with applicable securities laws.


(vi)                              Early Exercise. The Option may, but
need not, include a provision whereby the Participant may elect at any time
before the Participant’s employment or service terminates to exercise the
Option as to any part or all of the Units subject to the Option prior to the
full vesting of the Option. Any unvested Units so purchased shall be subject to
a repurchase option in favor of the Company and to any other restriction the
Committee determines to be appropriate.


Section 7.                                          RESTRICTED UNITS.


(a)                                  General.
The Committee is authorized to grant, from time to time, one or more Restricted
Units to any Eligible Person. Restricted Units granted hereunder shall be in
such form and shall contain such terms and conditions as the Committee shall
deem appropriate. The terms and conditions of each Restricted Unit grant shall
be evidenced by a Restricted Unit Agreement. Subject to the restrictions set
forth in Section 7(b), the Participant shall generally have the rights and
privileges of a member as to such Restricted Unit, including the right to vote
such Restricted Unit. At the discretion of the Committee, distributions, if
any, with respect to the Restricted Units may be either currently paid to the
Participant or withheld by the Company for the Participant’s account. Unless
otherwise determined by the Committee, distributions so withheld by the
Committee shall be subject to forfeiture to the same degree as the shares of
Restricted Unit to which they relate. No interest will accrue or be paid on the
amount of any distributions withheld.


(b)                                 Restrictions.
In addition to any other restrictions set forth in a Participant’s Restricted
Unit Agreement and the LLC Agreement, until the expiration of the applicable
restricted period set forth in such Restricted Unit Agreement, the Participant
shall not be permitted to sell, transfer, pledge, or otherwise encumber the
Restricted Units. The Committee shall have the authority to remove any or all
of the restrictions on the Restricted Units whenever it may determine that, by
reason of changes in applicable laws or other changes in circumstances arising
after the date of the Restricted Unit Award, such action is appropriate.


(c)                                  Certificates.
Certificates for Restricted Units shall be registered in the name of the
Participant but shall be appropriately legended and returned to the Company by
the Participant, together with a unit power, endorsed in blank by the
Participant. Notwithstanding the foregoing, the Committee may determine, in its
sole discretion, that the Restricted Units shall be held in book entry form
rather than delivered to the Participant pending the release of the applicable
restrictions.


Section 8.                                          OTHER UNIT-BASED AWARDS.


The Committee may
grant any other Unit-based Awards to any eligible individual under this Plan
that the Committee deems appropriate, including, but not limited to,
appreciation



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rights,
phantom Unit awards, the bargain purchase of Units and Unit bonuses. Any such
benefits and any related agreements shall contain such terms and conditions as
the Committee deems appropriate. Such Awards and agreements need not be
identical. With respect to any benefit under which Units are or may in the
future be issued for consideration other than prior services, the amount of
such consideration shall not be less than the amount required to be received by
the Company in order to comply with applicable state law.


Section 9.                                          LLC AGREEMENT


As a condition of
(a) exercising an Option, or (b) the grant of any Award other than an Option,
if a Participant has not previously executed a copy of the LLC Agreement, such
Participant shall be required to execute a copy of the LLC Agreement and to be
bound by the terms and conditions contained therein.


Section 10.                                   REPURCHASE OF UNITS.


At any time prior
to the IPO Date, upon any termination
of a Participant’s employment or service, the Committee may, in its
discretion, and on terms it considers appropriate, require a Participant, or
the executors or administrators of a Participant’s estate, to sell back to the
Company all Units acquired through any
Award at a price equal to the Fair Market Value at the time of such repurchase;
provided, however, that except due to unforeseen circumstances,
the Committee shall not exercise its repurchase right prior to the six-month
anniversary of the date of grant, in the case of Restricted Units, or the date
of exercise, in the case of an Option.


Section 11.                                   ADJUSTMENT FOR RECAPITALIZATION,
MERGER, ETC.


(a)                                  Capitalization
Adjustments. The aggregate number of Units which may be granted or
purchased pursuant to Awards granted hereunder, the number of Units covered by
each outstanding Award, and the price per Unit thereof in each such Award may
be subject to adjustment or substitution, as determined by the Committee in its
sole discretion, as to the number, price or kind of Units or other
consideration subject to such Awards or as otherwise determined by the
Committee to be equitable (i) in the event of changes in the outstanding Units
or in the capital structure of Company by reason of dividends, splits, reverse
splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization occurring
after the date of grant of any such Award, (ii) in the event of any change in
applicable laws or any change in circumstances which results in or would result
in any substantial dilution or enlargement of the rights granted to, or
available for, Participants in the Plan, or (iii) for any other reason which
the Committee, in its sole discretion, determines otherwise warrants equitable adjustment
because it interferes with the intended operation of the Plan. Any adjustment
shall be conclusively determined by the Committee.


(b)                                 Change
in Control. Notwithstanding subsection (a) above, in the event of Change in
Control, the Company shall require the successor entity or parent thereof to
assume all outstanding Awards; provided, however, the Committee
may, in its discretion and in lieu of requiring such assumption, provide that
all outstanding Awards shall terminate as of the consummation of such Change in
Control, and (x) accelerate the exercisability of, or cause all



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vesting restrictions to lapse on, all outstanding Awards to a date at
least ten days prior to the date of such Corporate Event and/or (y) provide
that holders of Awards will receive a cash payment in respect of cancellation
of their Awards based on the amount (if any) by which the per share
consideration being paid for the Units in connection with such Change in
Control exceeds the applicable exercise price, if any.


(c)                                  Assumption.
For purposes of Section 11(b) above, an Award shall be considered assumed,
without limitation, if, at the time of issuance of the securities or other
consideration upon a Change in Control, each holder of an Award would be
entitled to receive upon exercise of the award the same number and kind of
property, cash or securities as such holder would have been entitled to receive
upon the occurrence of the transaction if the holder had been, immediately
prior to such transaction, the holder of the number of Units covered by the
Award at such time; provided, that if such consideration received in the
transaction is not solely equity securities of the successor entity, the
Committee may, with the consent of the successor entity, provide for the
consideration to be received upon exercise of the Award to be solely equity
securities of the successor entity equal to the Fair Market Value of the per
share consideration received by holders of Units in the Change in Control.


(d)                                 Fractional
Shares. Any such adjustment may provide for the elimination of any
fractional share which might otherwise become subject to an option.


Section 12.                                   USE OF PROCEEDS.


The proceeds
received from the sale of Units pursuant to the Plan shall be used for general
purposes.


Section 13.                                   RIGHTS AND PRIVILEGES AS A
MEMBER.


Except as
otherwise specifically provided in the Plan, no person shall be entitled to the
rights and privileges of a member of the Company in respect of Units which are
subject to Awards hereunder until such shares have been issued to that person.


Section 14.                                   EMPLOYMENT OR SERVICE RIGHTS.


No individual
shall have any claim or right to be granted an Award under the Plan or, having
been selected for the grant of an Award, to be selected for a grant of any
other Award. Neither the Plan nor any action taken hereunder shall be construed
as giving any individual any right to be retained in the employ or service of
the Company.


Section 15.                                   COMPLIANCE WITH LAWS.


The obligation of
the Company to make payment of Awards in Units or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by
governmental agencies as may be required. Notwithstanding any terms or
conditions of any Award to the contrary, the Company shall be under no
obligation to offer to sell or to sell and shall be prohibited from offering to
sell or selling any Units pursuant to an Award unless such shares have been
properly registered for sale pursuant to the Securities Act with the Securities
and Exchange Commission or unless the Company has received an opinion of
counsel,



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satisfactory
to the Company, that such shares may be offered or sold without such
registration pursuant to an available exemption therefrom and the terms and
conditions of such exemption have been fully complied with. The Company shall
be under no obligation to register for sale or resale under the Securities Act
any of the Units to be offered or sold under the Plan or any Units issued upon
exercise of Options. If the Units offered for sale or sold under the Plan are
offered or sold pursuant to an exemption from registration under the Securities
Act, the Company may restrict the transfer of such shares and may legend the
Unit certificates representing such Units in such manner as it deems advisable
to ensure the availability of any such exemption.


Section 16.                                   WITHHOLDING OBLIGATIONS.


The Company is
authorized to withhold from any Award granted, any payment relating to an Award
under the Plan, including from a distribution of Units, or any payroll or other
payment to a Participant, amounts of withholding and other taxes due in
connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company and
Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include
authority to withhold or receive Units or other property and to make cash
payments in respect thereof in satisfaction of a Participant’s tax obligations.
In addition to the Company’s right to withhold from any compensation paid to
the Participant by the Company, a Participant may satisfy any federal, state or
local tax withholding obligation relating to the exercise or acquisition of
Units pursuant to an Award by tendering a cash payment or, in the sole
discretion of the Committee, by any of the following means or by a combination
of such means:  (i) authorizing the
Company to withhold Units from the Units otherwise issuable to the Participant
as a result of the exercise or acquisition of Units pursuant to the Award; provided,
however, that no Units are withheld with a value exceeding the minimum
amount of tax required to be withheld by law; or (ii) delivering to the Company
owned and unencumbered Units. For purposes of this Section 16, the term “Company”
shall be deemed to mean any affiliate that may have a tax withholding
obligation due to its relationship with a Participant.


Section 17.                                   AMENDMENT OF THE PLAN OR AWARDS.


(a)                                  Amendment
of Plan. The Board at any time, and from time to time, may amend the Plan.


(b)                                 No
Impairment of Rights. Rights under any Award granted before amendment of
the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the Participant, and (ii) the Participant
consents in writing.


(c)                                  Amendment
of Awards. The Committee, at any time, and from time to time, may amend the
terms of any one or more Awards; provided, however, that the
rights under any Award shall not be impaired by any such amendment unless (i)
the Company requests the consent of the Participant and (ii) the Participant
consents in writing.


Section 18.                                   TERMINATION OR SUSPENSION OF THE
PLAN.


The Board may
suspend or terminate the Plan at any time. Unless sooner terminated, the Plan
shall terminate on the day before the tenth (10th) anniversary of the effective



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date,
as set forth in Section 19 below. No Awards may be granted under the Plan while
the Plan is suspended or after it is terminated.


Section 19.                                   EFFECTIVE DATE OF THE PLAN.


The Plan is
effective as of August 29, 2003.


Section 20.                                   MISCELLANEOUS.


(a)                                  No
Liability of Committee Members. No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by
such member or on his behalf in his capacity as a member of the Committee nor
for any mistake of judgment made in good faith, and the Company shall indemnify
and hold harmless each member of the Committee and each other employee, officer
or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including
any sum paid in settlement of a claim) arising out of any act or omission to
act in connection with the Plan unless arising out of such person’s own fraud
or willful bad faith; provided, however, that approval of the
Board shall be required for the payment of any amount in settlement of a claim
against any such person. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the LLC Agreement, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.


(b)                                 Payments
Following Accidents or Illness. If the Committee shall find that any person
to whom any amount is payable under the Plan is unable to care for his affairs
because of illness or accident, or is a minor, or has died, then any payment
due to such person or his estate (unless a prior claim therefor has been made
by a duly appointed legal representative) may, if the Committee so directs the
Company, be paid to his spouse, child, relative, an institution maintaining or
having custody of such person, or any other person deemed by the Committee to
be a proper recipient on behalf of such person otherwise entitled to payment. Any
such payment shall be a complete discharge of the liability of the Committee
and the Company therefor.


(c)                                  Governing
Law. The Plan shall be governed by and construed in accordance with the
internal laws of the State of Delaware without reference to the principles of
conflicts of laws thereof.


(d)                                 Funding.
No provision of the Plan shall require the Company, for the purpose of satisfying
any obligations under the Plan, to purchase assets or place any assets in a
trust or other entity to which contributions are made or otherwise to segregate
any assets, nor shall the Company maintain separate bank accounts, books,
records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Participants shall have no
rights under the Plan other than as unsecured general creditors of the Company,
except that insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as
other employees under general law.



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(e)                                  Reliance
on Reports. Each member of the Committee and each member of the Board shall
be fully justified in relying, acting or failing to act, and shall not be
liable for having so relied, acted or failed to act in good faith, upon any
report made by the independent public accountant of the Company and its
affiliates and upon any other information furnished in connection with the Plan
by any person or persons other than himself.


(f)                                    Titles
and Headings. The titles and headings of the sections in the Plan are for
convenience of reference only, and in the event of any conflict, the text of
the Plan, rather than such titles or headings shall control.


*     *     *



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