EXHIBIT  10.16


SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS


            THIS
SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (the “Agreement”) is entered
into between Merit Medical Systems, Inc., a Utah corporation (“Employer”), and
B. Leigh Weintraub (“Employee”).


Definitions


Employer:  As used herein, the term “Employer” shall mean and refer to
Merit Medical Systems, Inc., a Utah corporation.


Affiliate:  As used herein, the term “Affiliate” shall mean and refer to
any officer, director, shareholder, employee, and/or agent of Employer (prior
to or as of the Date of this Agreement); and/or any subsidiary, division, or
affiliate of Employer (including without limitation any officer, director,
shareholder, employee, and/or agent of any such subsidiary, division, or
affiliate); and/or any entity (including without limitation any officer,
director, shareholder, employee, and/or agent of such entity) in which Employer
owns, directly or indirectly, a legal or beneficial interest (whether in whole
or in part); and/or any individual or entity (including without limitation any
officer, director, shareholder, employee, and/or agent of such entity) that
owns, directly or indirectly, a legal or beneficial interest (whether in whole
or in part) in Employer.


Background


Employer has terminated Employee’s employment,
effective February 10, 2007, (the “Termination Date”).  By this Agreement,
and the sums paid to or for the benefit of Employee hereunder, Employer and
Employee intend to resolve any and all disputes of any kind or character, if
any, between them, including without limitation any and all disputes arising
from or related to Employee’s employment with Employer or any Affiliate, the
termination of that employment, or otherwise.  Accordingly, Employer and
Employee hereby agree as follows:


Agreement


1.     Payment to Employee and Insurance Coverage.


a.        
Payment.   Employer shall pay Employee the sum of Three
Hundred Thousand Dollars and No Cents ($300,000.00) payable in 39 equal,
bi-weekly installments in the amount of $7,692.31 consistent with Employer’s
regular and customary payroll practices, with the first payment to occur on
Employer’s first regular payroll immediately following the Termination Date and
continuing thereafter until paid in full (the “Payout Period”).


b.        
COBRA Election.   If Employee properly elects continuation
coverage under Employer’s group medical and/or dental insurance plan pursuant
to Sections 601 through 607 of the Employee Retirement Income Security Act of
1974, as amended (“COBRA”), Employer will pay that portion of the premium which
Employer paid on behalf of Employee and Employee’s enrolled family members
prior to the Termination Date through the earlier of (a) August 31, 2008;  (b) the date Employee first becomes eligible
for coverage under any group health plan maintained by another employer of
Employee or her spouse; or (c) the date such COBRA continuation coverage
otherwise terminates as to Employee under the provisions of Employer’s











 


group medical and/or dental insurance plan.  Nothing herein shall
be deemed to extend the otherwise applicable maximum period in which COBRA
continuation coverage is provided or supersede the plan provisions relating to
early termination of such COBRA continuation coverage. Employee agrees that her
portion of the premium for such coverage, if any, shall be deducted from the
payments payable to Employee under Section 1.a. above.   
Payment of any monies to or on behalf of Employee under this Section 1 shall be
subject to all applicable federal, state, and local payroll withholding taxes.


c.                                       Medical Plan Election.


i.                                          In lieu of electing health insurance under
COBRA continuation coverage under Section 1(b), Employee may elect another
medical insurance option.  Subject to the
terms, conditions and limitations set forth in Employer’s group medical
insurance plan (the “Medical Plan”), Employee shall be entitled to continuing
coverage under the Medical Plan for herself and her spouse (“Retiree Coverage”)
until Employee attains age 65, or the date Employee first becomes qualified for
and accepts coverage under any group health plan maintained by another employer
of Employee or her spouse.  After 2007,
the Retiree Coverage is also contingent upon the continuing willingness of the
insurance companies that insure Employer’s active employees under the Medical
Plan (either fully or on a stop-loss basis) to also insure the Retiree
Coverage; provided, however, that Employer shall use commercially reasonable
efforts to cause the medical insurance companies that insure the Medical Plan
to also offer such insurance for Retiree Coverage.  In the event of any merger of Employer into
another entity or sale of Employer or its assets to another entity, Employer
shall use its commercially reasonable efforts to cause the surviving or
acquiring entity to continue the Medical Plan and assume the obligation to
provide the Retiree Coverage thereunder. 
Retiree Coverage does not include coverage under Employer’s group dental
insurance plan and Employee may not increase her Retiree Coverage to “family
coverage” or otherwise add other dependents to that coverage.


ii.                                       For each month of Retiree Coverage through
August 2008, Employee shall pay to Employer the same Employer-established
monthly amount that active salaried employees of Employer must pay for
comparable “employee plus spouse” 
medical coverage under the Medical Plan, and Employer shall pay or
otherwise bear the balance of the monthly premium cost.  For Retiree Coverage after August 2008,
Employee shall pay the entire monthly premium cost for that Retiree
Coverage.  Employee acknowledges that the
total monthly premium cost for Retiree Coverage initially will be ten (10)
percent higher than the costs Employee and Employer currently pay for similarly
situated active employees, and that the premium cost is subject to further
increases, including disproportionate increases, after 2007.  If in the future the Medical Plan becomes
self-insured, the monthly “premium” for Retiree Coverage shall be established











 


                                                by Employer in the same manner as applies to
the computation of self-insured COBRA premiums under Section 604(2) of Employee
Retirement Income Security Act of 1974 (“ERISA”).  Employee’s failure to pay her share of any
monthly premium to Employer by 20th day of the calendar month to which the payment
relates shall result in termination of the Retiree Coverage effective as of the
end of that month. Employee may waive and terminate the Retiree Coverage at any
time upon 30 days advance written notice to Employer.  This Section 1(c) is not intended to provide
Employee with rights in excess of those provided under the Medical Plan or to
preclude Employer from changing insurance companies, modifying its group
medical insurance program in any manner or amending the Medical Plan.  In the event of any conflict between this
Section 1(c) and the Medical Plan, as amended from time to time, the provisions
of the Medical Plan shall govern and control.


iii.                                    As a result of her termination of employment,
Sections 601 through 607 of ERISA (known as “COBRA”) permit Employee and her
spouse to elect certain continuation coverage under the Medical Plan and
Employer’s dental and other group health plans, subject to the terms,
limitations and conditions set forth in COBRA. 
Employee acknowledges and agrees that any election of COBRA continuation
coverage under the Medical Plan by her or her spouse in connection with her
termination of employment with Employer shall result in immediate termination
of Retiree Coverage under the Medical Plan.


2.     Review and Revocation.  Employee understands and agrees that she has
21 days from the date she receives this Agreement to consider the terms of and
to sign this Agreement.  Employee understands that, at her sole and
absolute discretion, she may sign this Agreement prior to the expiration of the
21 day period.


Employee further acknowledges and understands that
she may revoke this Agreement for a period of up to 7 days after she signs it
(not counting the day it was signed) and that the Agreement shall not become
effective or enforceable until the 7-day revocation period has expired. 
To revoke this Agreement, Employee must give written notice stating that she
wishes to revoke the Agreement to Rashelle Perry, Chief Legal Officer, Merit
Medical Systems, Inc., 1600 Merit Drive, South Jordan, UT 84095, Telefax:
801/208-4302.   If Employee mails a notice of revocation to Employer,
it must be postmarked no later than 7 days following the date on which she
signed this Agreement (not counting the day it was signed) or such revocation shall
not be effective.


3.     Release of All Claims.  In consideration for the payments stated in
Section 1 and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Employee, for herself and her
heirs, assigns, and all persons and entities claiming by, through, or under
her, hereby irrevocably, unconditionally, and completely releases, discharges,
and agrees to hold Employer and its Affiliates, individually or in any
combination thereof (hereinafter collectively referred to as “Releasees”),
harmless of and from any and all











 


claims, liabilities, charges, demands, grievances,
and causes of action of any kind or nature whatsoever, including without
limitation claims for contribution, subrogation, or indemnification, whether
direct or indirect, liquidated or unliquidated, known or unknown, which
Employee had, has, or may claim to have against Releasees (hereinafter
collectively referred to as “Claim(s)”).


The release, discharge, and agreement to hold
harmless set forth in this Section 3 includes without limitation any Claim(s)
that Employee has, had, or may claim to have against Releasees (a) for wrongful
termination or discharge, negligent or intentional infliction of emotional
distress, breach of express or implied contract of employment (including
without limitation any Claim(s) under any written or oral agreement of any type
or kind, or otherwise), breach of the covenant of good faith and fair dealing,
estoppel, defamation, breach of privacy, whistleblowing, employment-related
torts, negligence, or personal injury (whether physical or mental); (b) for any
Claim(s) arising under federal or state law, including without limitation Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans
with Disabilities Act, (c) the Age Discrimination in Employment Act, the Utah
Antidiscrimination Act, or any other federal, state, or local law prohibiting
discrimination or harassment on the basis of race, color, religion, sex, age,
national origin, disability, or any other protected group status; (d) for
any Claim(s) arising under the Employee Retirement Income Security Act (“ERISA”),
(e) for any Claim(s) arising under the Family and Medical Leave Act or any
similar family, medical, school, or other leave law under any Utah state,
county, or city law or ordinance; (f) for any Claim(s) for attorney’s fees or
costs, and (g) for any other Claim(s) in any way related to or arising out of
Employee’s employment with Employer or the termination of that employment.


Nothing in this Agreement waives Employee’s rights,
if any, to continue Employee’s participation in Employer’s group health
insurance plan, as allowed by COBRA and the terms, conditions, and limitations
of the plan.


Employer agrees to hold Employee harmless of and
from any and all claims, liabilities, charges, demands, grievances, and causes
of action of any kind or nature whatsoever, including without limitation claims
for contribution, subrogation, or indemnification, whether direct or indirect,
liquidated or unliquidated, known or unknown, which Employer had, has, or may
claim to have against Employee (hereinafter collectively referred to as “Claim(s)”).


4.     Full and Complete Release.  Employee understands and agrees that she is releasing and
waiving Claim(s) that she does not know exist or may exist in her favor at the
time she signs this Agreement which, if known by her, would materially affect
her decision to sign this Agreement.  Nonetheless, for the purpose of
implementing a full and complete release and discharge of Releasees, Employee
expressly acknowledges that the release set forth in Section 3 is intended to
include in its effect, without limitation, all Claim(s) which Employee does not
know or suspect to exist in her favor and that the release set forth in Section
3 contemplates the extinguishment of any such Claim(s).


5.     Covenant of Confidentiality.  Employee agrees that, as a material term of
this Agreement and to protect the goodwill, the Confidential Information (as
defined below), and the business of Employer, Employee shall not, from the date
of this Agreement through the end of the Payout Period or at any time
thereafter, without the express, prior written consent of the Chief Executive
Officer of Employer: (i) ever reveal, disclose, furnish, make accessible, or
disseminate any of Employer’s Confidential Information or any other matter
concerning the











 


business affairs of Employer or of any customer or
vendor of Employer or (ii) ever use or exploit any of Employer’s Confidential
Information or any other matter concerning the business affairs of Employer or
of any customer or vendor of Employer for the personal and/or financial use,
gain, or benefit of Employee or of any other person or entity or for any other
purpose.


For purposes of this Agreement, “Confidential
Information” means names, addresses, telephone numbers, contact persons, and
other identifying and confidential information about persons, firms,
corporations, and/or other entities that are customers, accounts, licensors,
vendors, and/or suppliers of goods or services to or of Employer; customer
lists; details of client or consultant contracts; details of customer usage;
non-public pricing policies; operational methods; marketing plans or
strategies; operational or manufacturing systems, processes or
strategies;  product and program developments and plans; research
projects; technology and technical processes; business acquisition plans;
personnel information and plans, including without limitation compensation and
contract terms; methods of production; inventions; improvements; designs;
original works of authorship; derivative works; formulas; processes;
compositions of matter; computer software and related information, including
without limitation programs, code, concepts, methods, routines, formulas,
algorithms, designs, specifications, architectures, or inventions embodied
therein, as well as all data, documentation, and copyrights related thereto;
patent applications; databases; mask works; trade secrets; know-how; ideas;
service marks; planned or proposed Website ideas and plans, including but not
limited to look and feel; and other intellectual property or proprietary
information rights and any and all rights, applications, extensions and
renewals in connection therewith (either proposed, filed, or in preparation for
filing); and financial information and general confidential business
information of the Employer.  Such information is confidential and unique,
not generally known in the industry, and gives the Employer a competitive advantage
and significantly enhances the Employer’s goodwill.


Notwithstanding the foregoing, Confidential
Information excludes information not protected by trademark, copyright, patent,
or other similar state, federal, or worldwide protection and that, through no
fault of Employee, is generally known to the public, is generally employed in
the medical device or equipment manufacturing industry at or after the time
Employee first learns of such information, or generic information or knowledge
which the Employee would have learned in the course of similar employment or
work elsewhere in the medical device or equipment manufacturing industry;
provided, however, that Employee shall bear the burden of proving that any
information disclosed or used by Employee does not meet the definition of
Confidential Information set forth above and/or that the disclosure or use of
Confidential Information occurred through no fault of Employee.


6.     Return of Goods to Employer.  Employee covenants and represents that she
has returned to Employer all Confidential Information, all company credit
cards, Employee Badge, and office keys, that she obtained or that were made
available to her as a consequence of her employment with Employer.


7.     Limited Covenant Not to Compete.  Employee acknowledges that ICU
Medical, Inc. is a direct competitor of Employer and that any association by
Employee with ICU Medical, Inc. would likely require Employee to disclose or to
rely on information protected by Section 5 of this Agreement in the satisfactory
performance of her job and/or consulting services for ICU Medical, Inc. 
Accordingly, to protect the goodwill, the Confidential Information, and the
business of Employer, Employee hereby agrees that, from the date of this
Agreement through the


 















 


end of the Payout Period, Employee shall not, either
directly or indirectly, be an employee of, provide consulting services of any
kind or character to, or in any way be connected with ICU Medical, Inc. or any
subsidiary of ICU Medical, Inc. without the prior written consent of the Chief
Executive Officer of Employer.  Except as specifically set forth herein
this Agreement, Employee may accept employment with or act as a consultant to
any other individual or entity provided that Employee will not, by satisfying
in good faith the obligations of her position or responsibilities with such
individual or entity, reasonably be likely to violate the provisions of Section
5 this Agreement.


8.     Wages and Commissions Paid in Full.  Except as specifically set forth in Section
1 above, Employee acknowledges that she has received all monies due and owing
to Employee from Employer, including without limitation any monies due and
owing to Employee for wages, accrued but unused vacation benefits, commissions,
or otherwise and that she has no claim against Employer whatsoever for the
payment of any further wages, commissions, vacation benefits, or other monies
except as specifically set forth in Section 1.  Employee acknowledges and
agrees that, during the Payout Period or thereafter, she shall not be eligible
for vacation, sick leave, retirement, life insurance, disability insurance,
worker’s compensation, or any other benefit that is or may become available to
employees of Employer.


9.     Agreement Confidential.  This Agreement is confidential information
owned by Employer.  Employee agrees that she shall not disclose the terms
of this Agreement except to the extent required by law.  Notwithstanding
the foregoing, Employee may disclose the terms of this Agreement to her spouse,
attorney, and/or tax advisor.  If Employee discloses the terms of this
Agreement to her spouse, attorney, and/or tax advisor, she will advise such
person that, as a condition of such disclosure, she must not disclose the terms
of this Agreement except to the extent required by law.


10.  Nondisparagement.  Employee and Employer each covenant that, as
an agreed on material term of this Agreement, neither party will make any
disparaging remarks about the other party, (or any director, officer, or
employee of Employer), and shall refrain from saying or doing anything that
could in any way hold either Employee or Employer (or any director, officer, or
employee of Employer) up to disrepute in the eyes of any other person or entity
or that could in any way interfere with Employer’s current or future business
plans or activities.


11.  Not an Admission.  This Agreement does not constitute an
admission by Releasees, and Releasees specifically deny, that Releasees have
violated any contract, law, or regulation or that they, it, or s/he has
discriminated against Employee or otherwise infringed on Employee’s rights and
privileges or done any other wrongful act.


12.  Severability.  If a court of competent jurisdiction
shall find that the provisions of Section 3 of this Agreement are
unenforceable, whether in whole or in part, then Employer shall have the right,
at its sole option, to rescind this Agreement and to cease any payments due
and/or to recover from Employee all sums paid by Employer to Employee under
Section 1 of this Agreement provided, however, that the provisions of this
sentence shall not be enforceable to the extent prohibited by the Age
Discrimination in Employment Act or other applicable law.  Except as set
forth in the immediately preceding sentence, if any part of this Agreement is
found to be unenforceable, the other provisions shall remain fully valid and
enforceable.  It is the intention and agreement of the parties that all of
the terms and conditions hereof be enforced to the fullest extent permitted by
law.











 


13.  Entire Agreement.  This Agreement constitutes the entire integrated understanding
between the parties regarding the subject matter hereof and supersedes all
negotiations, representations, prior discussions, and preliminary agreements
between the parties with respect to the subject matter hereof.  No
promise, representation, warranty, or covenant not included in this Agreement
has been or is relied upon by either party.   Notwithstanding any
statute or case law to the contrary, this Agreement may not be modified except
by a written instrument signed by each of the parties, whether or not such
modification is supported by separate consideration.


14.  Governing Law.  Notwithstanding any conflict of laws provisions to the contrary,
this Agreement shall be governed by the laws of the State of Utah, and each
party hereby expressly submits itself or herself to the exclusive, personal
jurisdiction of the courts situate in the State of Utah with respect to any and
all claims, demands, and/or causes of action asserted or filed by any party in
any way relating to, or arising out of, this Agreement or the subject matter
hereof.


15.  Waiver. 
Any waiver by any party hereto of any breach of any kind or character
whatsoever by any other party, whether such waiver be direct or implied, shall
not be construed as a continuing waiver of, or consent to, any subsequent
breach of this Agreement on the part of the other party.  In addition, no
course of dealing between the parties, nor any delay in exercising any rights or
remedies hereunder or otherwise, shall operate as a waiver of any of the rights
or remedies of the parties.


16.  Binding Nature.  This Agreement shall inure to and bind the heirs, devisees, executors,
administrators, personal representatives, successors, and assigns (as
applicable) of the respective parties hereto.


17.  Headings. 
The headings contained in this Agreement are for ease of reference only and
shall not limit or otherwise affect the interpretation of this Agreement.


18.  Attorney’s Fees.  If a civil action or other proceeding is brought to enforce this
Agreement, the prevailing party shall be entitled to recover reasonable
attorney’s fees, costs, and expenses incurred, in addition to any other relief
to which such party may be entitled.


19.  Knowing and Voluntary Execution.  Employee acknowledges that she has
read this Agreement carefully and fully understands the meaning of the terms of
this Agreement.  Employee acknowledges that she has signed this Agreement
voluntarily and of her own free will and that she is knowingly and voluntarily
releasing and waiving all Claim(s) that she has or may have against
Releasees.  Employee further
acknowledges that she has been advised, by this Agreement, to consult with an
attorney of her choice prior to signing this Agreement.  Each
party agrees that she or it shall be solely responsible for any attorney’s fees
incurred by that party in the negotiation and execution of this Agreement.


	
  

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATED: 3/6/2007

  	
   

  	
  /s/ B. Leigh Weintraub

  
	
   

  	
   

  	
  B. Leigh Weintraub

  
	
   

  	
   

  	
   

  



 











 


	
  

  	
   

  	
  EMPLOYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Merit Medical Systems, Inc.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATED: 2/20/2007

  	
   

  	
  /s/ Fred P. Lampropoulos

  
	
   

  	
   

  	
  Fred P. Lampropoulos