exhibit 10.7



 


Exhibit 10.7






November 15, 2004





Mr. John Kilcoyne




5265 Caminito Esquisito





San Diego, CA 92130





Dear John:




This letter will confirm our offer to you
President and CEO for Micrus Corporation (“Micrus”).
An outline of the terms of this offer follows:




	 	 	 
	
    
    Salary:
    

    	 	
    A salary of $250,000 annually paid bi-monthly.
    
	 
	
    
    Bonus:
    

    	 	
    Annual cash bonus based on achievement of
    mutually agreeable Company and personal goals equal to a maximum
    of 30% percent of salary.
    
	 
	
    
    Equity Participation:
    

    	 	
    A grant of options under Micrus Stock Option Plan
    to purchase 700,000 shares of common stock at a price to be
    approved by the Micrus Board of Directors. The options will vest
    over 48 months. Any unvested options will immediately vest upon
    change of control. (See Note 1).
    
	 
	
    
    Benefits:
    

    	 	
    As an employee of the company you will be
    eligible to receive the following benefits; health insurance,
    401(K) participation, vacation; sick leave and holidays.
    
	 
	
    
    Vacation:
    

    	 	
    Three weeks per full year /240 hours of maximum
    accrual. Employee may take accrued vacation after six months of
    continuous employment.
    
	 
	
    
    Relocation:
    

    	 	
    The Company will lease a mutually acceptable
    one-bedroom apartment for your initial relocation for a one-year
    period.



Following twelve months of employment, you will consider moving your
family to the San Francisco peninsula area.
    
	 
	
    
    Start Date:
    

    	 	
    November 29, 2004
    
	 
	
    
    Employment:
    

    	 	
    This offer is good through Thursday November 18,
    2004.
    





Micrus Corporation abides by employment at-will,
which permits the Company to change the terms and conditions of
employment with or without notice, including but not limited to
termination, demotion, promotion, transfer, compensation,
benefits, duties and location







	 	 	 	 	 	 	 
	

	MICRUS CORPORATION 610 PALOMAR AVENUE SUNNYVALE, CA 94085	 	TEL
408-830-5900 FAX 408-830-5910 WEBSITE www.micruscorp.com
    




 









 



of work. Neither this offer letter nor any other written or
verbal communications are intended to create a contract of
employment or a promise of long-term employment. All employment
with the company is at-will. If you are terminated without cause
you will receive salary continuation for a period of six months.



All new employees must complete a 90-day introductory period.
The introductory period in no way effects the at-will status of
all employees. The Immigration Reform and Control Act of 1986
requires all new employees to provide proof of citizenship
and/or right to work documentation acceptable to the Immigration
and Naturalization Services is enclosed for your review.



As a condition of employment, you will be required to sign the
standard Micrus Employee Proprietary Information and Inventions
Agreement, which will apply during your employment with the
Company and thereafter. The Agreement is enclosed for your
review. Upon acceptance of this offer of employment, the
Agreement must be signed in the presence of, and witnessed by
your hiring manager or the Director of Human Resources.



This letter sets forth our complete understanding regarding the
matters addressed herein and supersedes all previous agreements
or understanding between you and the Company, whether written or
oral.



I believe that you can bring a significant amount of experience
and knowledge to this position at Micrus. In return, Micrus is
an excellent opportunity for you to achieve further career and
financial success. I look forward to working with you toward the
success of Micrus’s exciting opportunities.



Please confirm your acceptance of the offer as outlined herein
by signing both copies of this letter and returning one to us in
the envelope provided. If you have any questions, or if anything
in this letter is not consistent with your understanding of our
offer, please call me immediately. This offer is withdrawn if
not accepted by Thursday, November 18, 2004.



	 	 	 
	
    
    Sincerely,
    

    	 	
    Agreed and Accepted,
    
	 
	
    
    /s/ MICHAEL R. HENSON
    

    	 	
    /s/ JOHN KILCOYNE
    
	
	 	

	
    
    Michael R. Henson
    

    	 	
    John Kilcoyne
    
	
    
    Chairman
    

    	 	
    President and Chief Executive Officer
    





MRH/ms



Enclosures



		
	Note 1: 	
    If Micrus completes a private financing greater than
    $5 million within 12 months, Mr. Kilcoyne will
    receive options to maintain his pro rata ownership.