exv10w12



 




Exhibit 10.12

START DATE

12/1/04



Offer of Employment



          This
letter dated November 1, 2004, represents a formal offer of
at-will employment at Micrus Corporation. Micrus wishes to extend
this offer to Bill Rigas for the position of Vice President of Sales,
Far East and Latin America with a proposed start date on or before
November 29, 2004. Employment will not begin until the terms in
this offer are agreed to and acknowledged by signature of this
letter. This offer is valid through November 5, 2004.


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:
Confidentiality and Proprietary Information Agreements, and an
Arbitration Agreement. In addition, 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.



You understand and agree that by accepting this offer of employment,
you represent to Micrus that your performance will not breach any
other agreement to which you are a party and that you have not, and
will not during the term of your employment with Micrus, enter into
any oral or written agreement in conflict with any of the provisions
of this letter or Micrus’ policies. Notwithstanding the
foregoing, Micrus acknowledges and agrees that you are currently a
party to a consulting agreement with Control Delivery Systems
(“CDS”) and that this consulting engagement will continue
until December 3, 2004. You acknowledge and agree that your
performance of your obligations pursuant to this consulting agreement
will not conflict or otherwise interfere with your obligations as an
employee of Micrus and that the performance of such consulting
obligations will not involve the use of any of Micrus’
facilities or materials.


Compensation

Upon commencement of employment, you will be paid $5769.23 bi-weekly
in accordance with the Company’s normal payroll procedures. We
have recommended that you receive stock options in the amount of
75,000 shares. 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 subject to your continued employment with Micrus.
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 a Stock Option
Agreement by and between you and the Company, both of which documents
are incorporated herein by reference. In the event that your
employment is terminated for any reason or no reason, all rights to
exercise unvested stock options will be cancelled as per the
applicable ISO Stock Options Plan, except as expressly set forth
below.



For 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
bonus will be based upon performance and achievement of mutually
agreed upon goals to be determined by the CEO and Board of Directors.
This is under no circumstances a guarantee of payment. The decision
whether to award a bonus in any future year and the amount of said
bonus will be at the sole discretion of the Board of Directors.


Definitions.
For purposes of this Agreement, the following terms shall have the
following meanings:




(a)  “Cause”
shall mean a good faith finding by the Company of: (i) gross
negligence of willful misconduct by Executive in connection with his
employment duties, (ii) failure by Executive to perform his duties or
responsibilities required pursuant to his employment, if such failure
is not cured within ten (10) days after written notice thereof, (iii)
mis-appropriation by Executive of the assets or business
opportunities of the Company, or its affiliates, (iv) embezzlement or
other financial fraud committed by Executive, (v) the Executive
knowingly allowing any third party to commit any of the acts
described in any of the preceding clauses (iii) or (iv), of (vi) the
Executive’s indictment for, conviction of, or entry of a plea of no
contest with respect to, any felony.








 



Benefits



The following benefits will be made available to
Bill Rigas 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
    
	 
	• 	
    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. 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/ MICHAEL R. HENSON
    

    	 	
    11/5/04
    	 	
    /s/ BILL RIGAS
    	 	
    11/5/2004
    
	
	 	

	
    Michael R. Henson
    	 	
    Date
    	 	
    Bill Rigas
    	 	
    Date
    
	
    
    Chairman, Board of Directors