exv10w11



 



Exhibit 10.11


Offer of Employment


     This letter dated
September 14, 2004, represents a formal offer of at-will
employment at Micrus Corporation. Micrus wishes to extend this offer
to Dave Watson for the position of Vice President of Research and
Development with a proposed start date on or before October 25,
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 September 30, 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 $7,115.38 bi-weekly in accordance with
the Company’s normal payroll procedures. We have recommended that you
receive stock options in the amount of 120,000 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.


Micrus is willing to provide
reimbursement of up to $20,000 (subject to withholding and other
applicable taxes) for moving expenses incurred during your relocation
to California for commencement of employment at Micrus provided that
you agree to repay this amount to Micrus if you voluntarily terminate
your employment relationship with Micrus (or your employment with
Micrus is terminated for Cause, as defined below) prior to
May 1, 2005.


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 or 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), or (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
Dave Watson 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/ MICHEL MOUNIER
    

    	 	
    9/29/04
    	 	
    /s/ DAVE WATSON
    	 	
    9/30/04
    
	
	 	

	
    
    Michel Mounier
    

    	 	
    Date
    	 	
    Dave Watson
    	 	
    Date
    
	
    
    President and CEO
    

    	 	 	 	 	 	 
	 






















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