EMPLOYEE CONFIDENTIALITY/RESTRICTIVE COVENANT AGREEMENT

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Exhibit 10.5

EMPLOYEE CONFIDENTIALITY/RESTRICTIVE COVENANT AGREEMENT

        This Agreement is made and entered into as of the 20th day of May, 2003, by and between ev3 Inc. (the "Company") and Paul Buckman ("Employee").

        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, Employee will receive a grant of Non-Statutory Stock Options in exchange for execution of this Agreement;

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

        WHEREAS, by virtue of Employee's continued 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; and

        WHEREAS, Employee represents that there is no agreement with any other party which would conflict with Employee's obligations under this Agreement or restrict Employee's ability to perform the required scope of services for Company.

        NOW THEREFORE, in consideration of the covenants and premises contained herein, and of Employee's continued at-will employment by Company, the compensation and benefits received by Employee from Company, including the additional grant of Non-Statutory Stock Options, 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.      Definition Of "Confidential And Proprietary Information".     

        As used herein, the term "Confidential and Proprietary Information" means any and all information, oral or written, that is not generally known by persons not employed by or parties to contracts with Company, whether prepared by Company or Employee or whether in written form or committed to Employee's memory, 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;

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(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 industrial property to the extent that such information is unavailable to the public and/or is in incomplete stages of design or research and development;

(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; organization structures, such as 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 and disks, source code, systems architecture, blue prints, flow charts, and licensing agreements;

(d)

any document marked "Confidential," or any information which Employee has been told is "Confidential" or which Employee might reasonably expect Company would regard as "Confidential," or any information which has been given Company in confidence by customers, suppliers or other persons.

        2.      Nondisclosure Of Confidential And Proprietary Information.     

        Employee agrees to hold the Confidential and Proprietary Information in the strictest confidence, during Employee's employment relationship with Company and to the fullest extent permitted by law, after Employee's employment relationship with Company is voluntarily or involuntarily terminated. To this end, Employee shall:

(a)

not make, or permit or cause to be made copies of the Confidential and Proprietary Information, except as necessary to carry out Employee's duties as prescribed by Company;

(b)

not disclose or reveal the Confidential and Proprietary Information, or any portion thereof, to any person except other Company employees who have signed nondisclosure agreements with Company;

(c)

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

(d)

not use for the benefit of, or divulge to, Company or its personnel, any proprietary information of another party without the prior written authorization of said other party;

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(e)

acknowledge that Company is the owner of the Confidential and Proprietary Information and agrees not to contest any such ownership rights of Company, either during or after Employee's employment with Company;

(f)

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, 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, or copies thereof, whether prepared by Employee or Company, and equipment furnished to Employee in the course of or incident to his/her employment, including a laptop computer and all data contained on such computer; and

(g)

permit Company to inspect non-Company computer(s) and/or cell phones, including any Personal Data Assistant, Blackberry or other handheld device belonging to Employee, at the time employment from Company is terminated and to remove from such non-Company computer all data belonging to Company, if he/she used such non-Company computer to conduct Company business.

        3.      E-Mail Messages And Internet Usage.     

        Employee acknowledges that all e-mail messages that he/she produces, sends or receives while at Company facilities or using Company equipment are the property of Company. Employee also understands and acknowledges that Company may monitor and inspect all such messages and may also monitor and control the communications that he/she initiates or receives through the Internet while at Company facilities and while using Company equipment in any location. Employee acknowledges that he/she 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 above 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 he/she will comply with the Code of Conduct and all other company policies regarding appropriate use of the Internet and e-mail.

        4.      Third-Party Information.     

        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 does not desire to receive any confidential or trade secret protected 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 he/she has provided Company with a copy of any agreement by which Employee is bound that restricts Employee's use of any third party's confidential information.

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        5.      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 which Company might reasonably consider to be important or relevant to Company's business. Employee further agrees that during his/her employment by Company or his/her receipt of salary payments of any nature pursuant to this Agreement, he/she shall not engage in any cond