ROBERT J. PALMISANO EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT

Exhibit 10.1

ROBERT J. PALMISANO

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT

     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.

RECITALS

     WHEREAS, ev3 desires to employ Executive as its President and Chief Executive Officer and to appoint Executive as a member of the Board, and Executive desires to accept such employment and appointment;

     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

1.1 Employment. ev3 will hereby employ Executive as the President and Chief Executive Officer of ev3 on the terms and conditions hereinafter set forth. For purposes of payroll and related corporate record, Executive will be deemed to be an employee of ev3 Endovascular, Inc., a wholly-owned subsidiary of ev3. Executive will also be appointed to serve as a member of the Board.

1.2 Term of Agreement. This Agreement is effective immediately and will continue for a period of three years until April 6, 2011 (the “Term”) and shall be automatically extended thereafter for successive terms of one year each, unless either party provides notice to the other at least ninety days prior to the expiration of the original or any extension term that the Agreement is not to be extended. The employment period may be sooner terminated by either party in accordance with Articles 2 and 3.

1.3 Duties. Executive shall perform all the duties and obligations reasonably associated with the position of President and Chief Executive Officer consistent with the Bylaws of ev3 as in effect from time to time, subject solely to the supervision of the Board, and such other executive duties consistent with the foregoing as are mutually agreed upon from time to time by Executive and the Board. Executive shall perform the services contemplated herein faithfully and diligently. Executive shall devote substantially all of his business time and efforts to the rendition of such services; provided, that Executive may participate in social, civic, charitable, religious, business, educational or professional associations and, with the prior approval of the Board, serve on the boards of directors of no more than two other companies at any given time, so long as such participation does not materially interfere with the duties and obligations of Executive hereunder.

1.4 Primary Work Location. Executive’s primary work location for the performance of services hereunder will be at the Company’s offices located in Plymouth, Minnesota. Executive acknowledges and agrees that the nature of the Company’s business will require travel from time to time. In addition, the Company will pay or reimburse Executive for expenses incurred for weekly air travel between his personal residences (in Massachusetts and Florida) and Plymouth, Minnesota. To the extent that such payments are subject to income taxes payable by Executive, the Company shall, for each tax year of Executive in which such payments are made or deemed made, pay Executive an amount to reimburse Executive for such income taxes for such tax year, on a gross-up basis.

1.5 Base Pay. In consideration for Executive’s services hereunder, the Company will pay Executive an annual base salary at the rate of not less than $600,000 per year during each year of the Term (subject to further annual increases by the Board), payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings).

1.6 Bonus Plan. Executive shall be entitled to earn a bonus with respect to each year during the Term, based upon Executive’s achievement of performance objectives set by the Company’s compensation committee (the “Compensation Committee”) after consultation with Executive, with a targeted bonus opportunity of one hundred percent (100%) of Executive’s Base Pay for such year. Any such bonus shall be paid no later than annually within 2 ¹/2 months following the end of the calendar year to which the bonus relates.

1.7 Equity Compensation. As an additional element of compensation to Executive, in consideration of services to be rendered hereunder, on the Effective Date, the Company shall grant to Executive options to purchase an aggregate of 1,054,000 shares of ev3 common stock (the “Initial Options”). The Initial Options shall vest 25% on the first anniversary of the grant date and the remaining 75% shall vest at a rate of 1/36^th per month over the thirty-six months following the first anniversary of the grant date. The terms and conditions of the Initial Options shall be governed by Stock Option Agreements, substantially in the forms attached to this Agreement as Exhibits A-1 and A-2 reflecting such grant and, in each case, providing for, among other things, the terms set forth in this Article 1.7. In addition to the Initial Options, the Compensation Committee shall review Executive’s long-term compensation at least annually and, after consultation with Executive, shall consider granting annual additional equity awards.

1.8 Vacation. Executive shall be entitled to not less than four (4) weeks of vacation each calendar year, without reduction in compensation, and otherwise in accordance with the general policies of the Company applicable generally to other senior executives of the Company.

1.9 Employee Benefits. Executive shall receive all group insurance, including but not limited to health and dental, and any other benefits under any of the Company’s Benefit Plans, on the same basis as are available to other senior executives of the Company under the Company’s personnel policies in effect from time to time. Executive shall receive all other such fringe benefits as the Company may offer to other senior executives of the Company generally under the Company personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.

1.10 Indemnification. Concurrently with the execution and delivery of this Agreement, the Company and Executive are entering into an indemnification agreement in the form attached hereto as Exhibit B providing, among other things, for indemnification of Executive to the fullest extent permitted by applicable law.

1.11 Reimbursement for Expenses. Executive shall be reimbursed by the Company for all documented reasonable expenses (including legal expenses incurred in negotiating and executing this Agreement) incurred by Executive in the performance of his duties or otherwise in furtherance of the business of the Company in accordance with the policies of the Company in effect from time to time. Any reimbursements to Executive shall be paid as promptly as practicable and in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year.

1.12 Housing. During the Term, the Company shall pay Executive $5,000 per month for rental payments and utilities for an apartment in or near Plymouth, Minnesota plus any reasonable future rent or utility cost increases imposed by the landlord for such apartment from time to time after the effective date hereof. By way of clarification, Executive shall be responsible for all arrangements related to renting an apartment in or near Plymouth, Minnesota, and the Company’s obligations hereunder shall be limited to the payment to Executive for rental and utility payments. To the extent that such payments are subject to income taxes payable by Executive, the Company shall, for each tax year of Executive in which such payments are made or deemed made, pay Executive an amount to reimburse Executive for such income taxes for such tax year, on a gross-up basis.

1.13 Automobile Payments. During the Term, the Company shall pay Executive $1,500 per month, in connection with Executive’s leasing or purchase of an automobile (including without limitation insurance and costs of maintenance). By way of clarification, Executive shall be responsible for all arrangements related to leasing or purchasing an automobile, and the Company’s obligations hereunder shall be limited to the payment to Executive for such lease or purchase payments. To the extent that such payments are subject to income taxes payable by Executive, the Company shall, for each tax year of Executive in which such payments are made or deemed made, pay Executive an amount to reimburse Executive for such income taxes for such tax year, on a gross-up basis.

1.14 Stock Option Acceleration. In the event of a Change in Control, regardless of whether the acquiring entity or Successor assumes or replaces the unvested stock options or stock awards then granted to Executive pursuant to any of the Stock Incentive Plans, the vesting schedules under the applicable Stock Option Agreements will be accelerated and all such stock options will become fully vested and immediately exercisable upon the closing of the Change in Control.

1.15 Gross-Up Payments. In the event that it is determined that any payment or benefit provided by the Company to or for the benefit of Executive, either under this Agreement or otherwise, will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any successor provision (“Section 4999”), the Company will, prior to the date on which any amount of the excise tax must be paid or withheld, make an additional lump-sum payment (the “Gross-Up Payment”) to Executive. The Gross-Up Payment will be sufficient, after giving effect to all federal, state and other taxes and charges with respect to the Gross-Up Payment, to make Executive whole for all taxes (including withholding taxes) imposed under Section 4999.

     Determinations under this section 1.15 will be made by the Company’s then current firm of independent auditors (the “Firm”). The determinations of the Firm will be binding upon the Company and the Executive except as the determinations are established in resolution (including by settlement) of a controversy with the Internal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company.

     If the Internal Revenue Service asserts a claim that, if successful, would require the Company to make a Gross-Up Payment or additional Gross-Up Payment, the Company and Executive will cooperate fully in resolving the controversy with the Internal Revenue Service. The Company will make or advance such Gross-Up Payments as are necessary to prevent Executive from having to bear the cost of payments made to the Internal Revenue Service in the course of, or as a result of, the controversy. The Firm will determine the amount of such Gross-Up Payments or advances and will determine after resolution of the controversy whether any advances must be returned by Executive to the Company. The Company will bear all expenses of the controversy and will gross Executive up for any additional taxes that may be imposed upon Executive as a result of payment of such expenses.

ARTICLE 2

2.1 Death or Disability. This Agreement will terminate immediately upon Executive’s death or Disability.

2.2 Termination for Cause. This Agreement may be terminated by the Company for Cause, by providing the Executive with a Notice of Termination that contains a proposed Date of Termination.

2.3 Termination for Good Reason. This Agreement may be terminated by Executive for Good Reason.

2.4 Any Other Reason. The Company shall have to right to terminate Executive’s employment under this Agreement at any time without Cause and Executive shall have the right to terminate employment under this Agreement at any time without Good Reason.

ARTICLE 3

3.1 Termination without Cause or for Good Reason. In the event that this Agreement is terminated by either (a) the Company for any reason other than for Cause or (b) Executive for Good Reason, but excluding such a termination following a Change in Control, Executive shall be entitled to receive a single lump sum payment equal to the sum of the following amounts: (1) the amount of any accrued and unpaid Base Pay then due to Executive and any accrued and unpaid bonus, (2) the value of any accrued and unused vacation, and (3) a single lump sum payment equal to (i) 150% of Executive’s then current Base Pay and (ii) a pro rata portion of Executive’s bonus that would have been earned with respect to the year in which the termination had the Executive remained employed through the end of the performance period based upon the number of months in the year of termination ending on the Date of Termination (assuming for this Article 3.1 that Executive has worked the full month of the month in which the Date of Termination Control occurs) to the extent the performance goals for the performance period have been achieved, for any performance periods beginning after January 1, 2009; provided, that, by way of clarification, in no event shall any such payment be made in the event this Agreement is terminated pursuant to Section 2.1. In addition, the Executive shall be entitled to (i) elect continuation coverage under COBRA during the Severance Period and the Company hereby agrees to pay the premiums for such continuation coverage, (ii) elect health care continuation coverage on substantially the same terms as existed prior to the Date of Termination for an additional eighteen months following the termination of the Severance Period provided that the Executive shall pay to the Company a monthly amount equal to the COBRA premium that would be payable had the Executive been entitled to COBRA coverage under the applicable health care plan, and (iii) for the duration of the Severance Period, to receive all fringe benefits and perquisites to which he is entitled under this Agreement and which may legally be provided by the Company to non-employees (including without limitation cellular telephone, blackberry (or other PDA) and the car allowance provided for under Article 1.13 of this Agreement, but excluding the housing allowance other than amounts (on a grossed-up basis) necessary to pay lease or rental payments for Executive’s apartment described in Section 1.12 with respect to any lease existing at the Date of Termination, provided that lease or rental payments shall not exceed the duration of the Severance Period regardless of the length of the lease).

3.2 Termination without Cause or for Good Reason Following a Change in Control. Executive will become entitled to the benefits described in this Article 3.2 if Executive’s employment is terminated by the Company for any reason other than Cause or Executive terminates employment for Good Reason following a Change in Control that occurs during the Term.

(a) The Company will be responsible for paying to Executive all of the Base Pay owed through such date, the value of any accrued and unused vacation, and a pro rata portion of Executive’s Bonus Plan Payment based upon the number of months in the current year which Executive has worked prior to the date of the Change in Control, assuming for this Article 3.2(a) that Executive has worked the full month of the month in which the Change in Control occurs.

(b) The following terms shall control notwithstanding any conflicting terms contained in any employment agreement, or Stock Option Agreement. In addition to the payments under Article 3.2(a), the Company will be responsible for making a lump sum payment to Executive equal to the sum of (A) 36 months of Executive’s then current Base Pay, and (B) an amount equal to 300% of Executive’s Bonus Plan Payment for the current year.

(c) The Executive shall also be entitled to (i) elect continuation coverage under COBRA during the Severance Period and the Company hereby agrees to pay the premiums for such continuation coverage for the duration of the Severance Period, (ii) elect health care continuation coverage on substantially the same terms as existed prior to the Date of Termination for an additional 18 months following the termination of the Severance Period provided that the Executive shall pay to the Company a monthly amount equal to the COBRA premium that would be payable had the Executive been entitled to COBRA coverage under the applicable health care plan, and (iii) for the duration of the Severance Period, to receive all fringe benefits and perquisites to which he is entitled under this Agreement and which may legally be provided by the Company to non-employees (including without limitation cellular telephone, blackberry (or other PDA) and the car allowance provided for under Article 1.13 of this Agreement, but excluding the housing allowance other than amounts (on a grossed-up basis) necessary to pay lease or rental payments for Executive’s apartment described in Section 1.12 with respect to any lease existing at the Date of Termination, provided that lease or rental payments shall not exceed the duration of the Severance Period regardless of the length of the lease).

Notice by the Company of its intent not to renew the Agreement shall be treated as a termination by the Company without Cause for purposes of this Agreement.

3.3 Termination without Good Reason or for Cause or on account of Disability. In the event that Executive’s employment terminates as a result of Disability or otherwise (other than by