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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: EV3 INC. You are currently viewing:
This Employee Retention Agreement involves

EV3 INC.

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Title: EMPLOYMENT AGREEMENT
Governing Law: Minnesota     Date: 1/9/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

EMPLOYMENT AGREEMENT, Parties: ev3 inc.
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Exhibit 10.2 EMPLOYMENT AGREEMENT      This Employment Agreement ("Agreement") is made effective as of January 19, 2009 (the "Effective Date"), by and between ev3 Endovascular, Inc. ("Company"), having a principal place of business at 9600 54th Avenue North, Plymouth, MN 55442, and Shawn McCormick ("Employee"), having an address of 3016 137th Avenue NE Ham Lake, MN 55304.       WHEREAS , Company is a leading global medical device company focused on catheter-based, or endovascular, technologies for the minimally invasive treatment of vascular diseases and disorders and desires to employ Employee on the terms and subject to the conditions set forth herein.       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 , Company has expended considerable funds, time, effort, and resources in the development of its customer goodwill and recruiting and training its workforce, which also must be maintained in order to ensure the success of Company’s business; and       WHEREAS , by virtue of Employee’s 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.       NOW THEREFORE , in consideration of the covenants and promises contained herein, and of Employee’s at-will employment by Company, the compensation and benefits received by Employee from Company, 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. Employment .       1.01 . Position . Company hereby employs Employee in the position described in Employee’s offer letter, with such specific duties, responsibilities, and powers as Company may from time to time prescribe.       1.02 . Best Efforts . Employee covenants and agrees that, at all times during the term of this Agreement, Employee shall devote Employee’s full-time, best efforts to the duties assigned to Employee by Company. Employee further covenants and agrees that Employee will not, directly or indirectly, engage or participate in any activities at any time during the term of this Agreement in conflict with the best interests of Company.

2. 

Compensation and Benefits .

      2.01 . Hourly Compensation . Company shall pay Employee compensation at the rate set forth in Employee’s offer letter, less applicable tax withholdings, paid semi-monthly in accordance with Company’s normal payroll practices. Company may adjust Employee’s hourly compensation periodically according to its payroll policies, which presently provide for a salary review effective January 1 of each year.

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      2.02 . Benefits . Employee shall be entitled to participate in Company’s employee benefit programs in accordance with the terms of such plans and programs as in effect from time to time. 3. Term and Termination .       3.01 . At-Will Employment . The term of Employee’s employment under this Agreement shall commence on the Start Date set forth in Employee’s offer letter and continue until terminated as hereinafter provided. Employee understands and agrees that employment with Company is at-will and is not guaranteed for any specified duration.       3.02 . Termination With or Without Cause . Employee acknowledges and agrees that Employee’s employment may be terminated by Company or Employee at any time, with or without cause, with or without notice, and for any reason.       3.03 . Payment upon Termination . In the event of a termination of Employee’s employment for any reason, Employee shall be entitled to compensation to the date of termination, but Company shall not be obligated to make any further payments after the date of termination. 4. Employee’s Representations and Duties .       4.01 . Company . Solely for purposes of Articles 4, 5, 6, 7, 8, 9 and 10 of this Agreement, "Company" includes Company, its parent, subsidiary, and affiliated companies, and their successors and assigns.       4.02 . No Conflicts . Employee represents and warrants to Company that Employee is not currently subject to any non-competition, confidentiality, or any other type of agreement or other obligation with any third party (including but not limited to any former employer) that would prohibit Employee from accepting this position with Company, conflict with Employee’s obligations under this Agreement, or in any way restrict or impair Employee’s ability to perform the full scope of duties and responsibilities Employee is expected to perform for Company.       4.03 . Compliance with Company Policies . Employee shall, at all times, comply with all policies, rules, and procedures of Company, which include, but are not limited to, Company’s Code of Conduct, Corporate Compliance Policy, and Insider Trading Policy. By Employee’s signature below, Employee acknowledges that Employee has received, read, and agrees to abide by, each of the foregoing Company policies.       4.04 . 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 that Company might reasonably consider to be important or relevant to Company’s business. Employee further agrees that during employment by Company, Employee shall not engage in any conduct that might result in, or create the appearance of using Employee’s position for Employee’s private gain, or otherwise create a conflict of interest, or the appearance of a conflict of interest, with Company. Such prohibited conduct includes, but is not limited to, having an undisclosed financial interest in any vendor or supplier of Company, accepting payments of any kind or gifts other than of a nominal value from vendors, customers, or suppliers, or having an undisclosed relationship with a family member or other individual who is employed by any entity in active or

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potential competition with Company, and which creates a conflict of interest. While employed at Company, Employee shall not establish, operate, participate in, advise, or assist to establish in any manner whatsoever any business, that could or would be in competition with Company’s business, and Employee shall not take any preliminary or preparatory steps toward establishing or operating such a business. Notwithstanding the foregoing, Employee may own less than two percent (2%) of any class of stock or security of any company that competes with Company listed on a national securities exchange.       4.05 . E-Mail Messages and Internet Usage . Employee acknowledges and agrees that all e-mail messages that Employee produces, sends, or receives while at Company facilities or using Company equipment are the property of Company. Employee also acknowledges and agrees that Company may monitor and inspect all such messages and also may monitor and control the communications that Employee initiates or receives through the Internet while at Company facilities and while using Company equipment in any location. Employee acknowledges that Employee 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 below, 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 Employee will comply with all Company policies regarding appropriate use of the Internet and e-mail. 5. Nondisclosure of Confidential and Proprietary Information .       5.01 . Definition of Confidential and Proprietary Information . "Confidential and Proprietary Information" means any and all information, whether oral, written, or committed to Employee’s memory, that is not generally known by persons not employed by, or parties to contracts with, Company, whether prepared by Company or Employee, 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;

 

     

 

(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 intellectual property to the extent that such information is unavailable to the public;

 

     

 

(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; organizational 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, disks, source code, systems architecture, blue prints, flow charts, and licensing agreements; and/or

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(d)

 

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

      5.02 . Confidentiality Obligations . Employee agrees to hold all Confidential and Proprietary Information in the strictest confidence both during Employee’s employment relationship with Company and after Employee’s employment relationship with Company is voluntarily or involuntarily terminated for any reason. To this end, Employee shall:

 

(a)

 

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

 

     

 

(b)

 

not disclose or reveal any Confidential and Proprietary Information, or any portion thereof, to any person or company who is not under a legal or contractual obligation to Company to hold such information confidential;

 

     

 

(c)

 

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

 

     

 

(d)

 

acknowledge that Company is the owner of all Confidential and Proprietary Information


 
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