0000950133-08-001453 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 7th, 2008 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware

INDEMNIFICATION AGREEMENT, made and executed this 6th day of April 2008, by and between ev3 Inc., a Delaware corporation (the “Company”), and Robert J. Palmisano, an individual resident of the State of Massachusetts (the “Indemnitee”).

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ROBERT J. PALMISANO CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • April 7th, 2008 • Ev3 Inc. • Surgical & medical instruments & apparatus • Minnesota

This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is made effective as of April 6, 2008 (the “Effective Date”), by and between ev3 Inc., a Delaware corporation (“Company”), having a principal place of business at 9600 54th Avenue North, Plymouth, MN 55442, and Robert J. Palmisano (“Employee”), having an address of 2609 Barcelona Dr., Fort Lauderdale, FL 33301.

ROBERT J. PALMISANO EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT
Employment and Change in Control Agreement • April 7th, 2008 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware

This EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made as of April 6, 2008 (the “Effective Date”) by and among ev3 Inc., a Delaware corporation (“ev3”), and Robert J. Palmisano, an individual (“Executive”), with respect to the facts and circumstances set forth below. Capitalized terms used herein without definition shall have the respective meanings assigned thereto in Article 12 of this Agreement.

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