exv10w23



 





Exhibit 10.23



[Micrus Logo]


Offer of Employment


This letter dated February 16, 2005, represents a formal
offer of at-will employment at Micrus Corporation. Micrus wishes to
extend this offer to Robert Colloton for the position of Vice
President of Sales & Global Marketing with a proposed start date of
February 28, 2005. Employment will not begin until the terms of
this offer are agreed to and acknowledged by signature of this
letter. This offer is valid through February 21, 2005.


Eligibility


On your first day of work, please bring with you evidence of your
U.S. citizenship or proof of your legal right to live and work in
this country. We are required by federal law to examine documentation
of your employment eligibility within three business days after you
begin work.


In addition, your employment at Micrus is contingent upon your
execution and compliance with several Company Agreements as follows:
Proprietary Information Agreement and an Arbitration Agreement. As well, the
Invention Assignment (Exhibit A of Proprietary Information
Agreement) must be signed thus requiring, among other provisions, the
assignment of patent rights to any invention made during your
employment at the Company to Micrus Corporation.


Compensation


Upon commencement of employment, Robert Colloton will be paid
$7884.62 bi-weekly in accordance with the Company’s
normal payroll procedures. We have recommended Robert Colloton
receive stock options in the amount of 250,000 options. These
options are subject to the Board of Directors’ approval.
One-fourth of the options vest at the end of the first year of
employment, and one-forty-eighth vest each full month thereafter.
These options would not preclude the award of additional options that
may carry a different exercise price and/or vesting period. The
option grant shall be subject to the terms, definitions and provisions
of the Company’s 1998 Stock Plan and Stock Option Agreement by
and between you and the Company, both of which documents are
incorporated herein by reference. In the event that employment is
terminated for any reason, all rights to exercise unvested stock
options will be cancelled as per the applicable ISO Stock Options
Plan.


For the remainder of the fiscal year 2005 you will be eligible for
an incentive bonus of up to 20% of your annual base salary on a
prorated basis. This is in no way a guarantee of payment and this
bonus will be based upon performance and achievement of mutually
agreed upon goals to be determined by the President/CEO in accordance
with the Corporate goals established by the President/CEO and Board
of Directors. The decision whether to award a bonus in any future
year and the amount of said bonus will be at the sole discretion of
Micrus Corporation Management.


Benefits


The following benefits will be made available to Robert
Colloton upon commencement of employment under the same terms as
other Micrus employees and in accordance with the Company’s
Benefits Program.


•   Health, Dental, Vision, and Disability/Life Insurance


•   I125 plan


•   401(k)


•   Holiday pay










 





[Micrus Logo]



•   PTO pay (Paid Time Off – to be
accrued and used in accordance with Company policy)


By accepting the Micrus Corporation Offer of Employment, you will
be acknowledging and expressly agreeing that at all times you will be
an at-will employee. Thus, you and Micrus Corporation will retain the
right to terminate the employment relationship for any reason. Upon
any termination of the employment relationship, Micrus
Corporation’s only liability to you will be for payment of
salary and vacation time earned prior to the termination date. In
the event the termination of employment is without cause, you will
receive salary continuation for a period of six months. The at-will
nature of this employment relationship can be modified or nullified
only in a formal written employment contract signed by you and the
President of Micrus Corporation. This letter, along with any
agreements relating to proprietary rights between you and the
Company, set forth the terms of your employment with the Company and
supersede any prior representations or agreements.




Agreed to and accepted by:




	 	 	 	 	 
	/s/ John Kilcoyne	2/22/05	 	/s/ Robert Colloton	2/22/05
	
	 	

	John Kilcoyne

President and CEO	Date	 	Robert Colloton	Date