Subsidiary Management

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Exhibit 10.11

September 1, 2003

Mr. James Corbett
8 Morning Dove
Laguna Niguel, CA 92677

Dear Jim:

        The Board considers the operation of the Subsidiary to be of critical importance to the Company and therefore the establishment and maintenance of a sound and vital management team of the Subsidiary to be essential to protecting and enhancing the best interests of the Company and its members. In this connection, the Board recognizes that the possibility of a Change in Control transaction may arise and that such possibility and the uncertainty and questions which such transaction may raise among key management personnel of the Subsidiary could result in the departure or distraction of such management personnel to the detriment of the Company and its members.

        Accordingly, the Board has determined that appropriate actions should be taken to minimize the risk that Subsidiary management will depart prior to a Change in Control, thereby leaving the Company without adequate management personnel of the Subsidiary during such a critical period, and to reinforce and encourage the continued attention and dedication of key members of the Subsidiary's management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular, the Board believes it important, should the Company or its members receive a proposal for transfer of control of the Company or the Subsidiary, 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 Subsidiary and 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 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 (as hereinafter defined).

        (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 company-wide bonus plan or equivalent plan of the Successor, if all of the annual performance milestones are 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 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 a Parent Company Change in Control or a Subsidiary Change of Control.

        (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

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employment is terminated by reason of your death, the date of your death; or (iv) if your 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.

        (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.

        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 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

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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 dale 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 LLC, a Delaware limited liability company.

        (p)   " Parent Company 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; provided , however , that any exchange, transfer or other disposition by the Parent Company of its ownership interest in Micro Investments LLC or the sale, lease or exchange by Micro Investment LLC of all or substantially all of its assets shall not be considered a Change of Control; (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) in the case of membership units or partnership interests, entitling the holder thereof to be allocated 50% or more of the net income, net loss or distributions of the Parent Company, or, in the case of other securities, 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 members 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) beginning immediately after the first to occur of the closing of the sale of the Parent Company's securities in an initial public offering registered under the Securities Act of 1933, as amended, or the Parent Company becomes a reporting company under the Exchange Act, the Continuity Directors cease for any reason to constitute at least a majority the Board.

        For purposes of this Section l(p), a "Conti