**Exhibit 10.29**

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**ELEVENTH AMENDMENT**

**TO THE FIRST RESTATEMENT OF THE**

**MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARINGPLAN**

** **

ThisEleventh Amendment to the First Restatement of the Medical Systems, Inc.401(k) Profit Sharing Plan (the “Plan”) is adopted effective as of January 1,2008 by Merit Medical Systems, Inc. (the “Employer”) as principal sponsorof the Plan.

 

WHEREAS,the Employer maintains the Plan for the benefit of its employees and theemployees of its participating subsidiaries; and

 

WHEREAS,it is necessary and desirable to amend the Plan’s definitions of “Compensation”  and “Section 415 Total Earnings” toreflect “final” Internal Revenue Code Section 415 regulations that applyto the Plan for limitation years beginning after July 1, 2007; and

 

WHEREAS,the Employer has reserved the right to amend the Plan.

 

NOW,THEREFORE, the Plan is hereby amended as follows:

 

1.                                       Article I, Section 11 of the Plandocument, defining “Compensation,” is amended to add the following paragraph atthe end thereof:

 

“With respect to any Plan Year, a Participant’sCompensation for that Plan Year shall mean the amount of Compensation actuallypaid to the Participant during that Plan Year (regardless of whether earnedduring the Plan Year or the immediately preceding Plan Year).  Notwithstanding the foregoing, Compensationfor a Plan Year shall not include amounts paid by the Employer after theeffective date of the Participant’s “severance from employment” within themeaning of Treasury Regulation Section 1.415(a)-1(f)(5) except forthe following amounts which the Employer pays by the later of (i) 2 1⁄2months after the effective date of severance from employment, or (ii) theend of the Limitation Year that includes the effective date of severance fromemployment:

 

(a)  Regular pay forservices during the Participant’s regular working hours, or compensation forservices rendered outside the Participant’s regular working hours (such asovertime or shift differential), bonuses, commissions or other similar accruedamounts that would have been paid had the Participant not incurred a severancefrom employment; and

 

(b)  Payment forunused, accrued bona fide sick, vacation or other leave, but only to the extentthe Participant would have been able to use such leave if employment had continued.

 

In no event shall any severance pay, severance benefits ornon-qualified deferred compensation paid after the date of severance ofemployment be included in Compensation, and no contributions shall be madeunder the Plan with respect to such excluded amounts.”

 

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2.                                       Article I, Section 46 of the Plandocument, defining “Section 415 Total Earnings,” is amended to add thefollowing paragraph at the end thereof:

 

“With respect to any Limitation Year, aParticipant’s Section 415 Total Earnings for that Limitation Year shallmean the amount of “Compensation” actually paid to the Participant during thatLimitation Year (regardless of whether earned during the Limitation Year or theimmediately preceding Limitation Year). Notwithstanding the foregoing, Section 415 Total Earnings for aLimitation Year shall not include amounts paid by the Employer after theeffective date of the Participant’s “severance from employment” within themeaning of Treasury Regulation Section 1.415(a)-1(f)(5) except forthe following amounts which the Employer pays by the later of (i) 2 1⁄2months after the effective date of severance from employment, or (ii) theend of the Limitation Year that includes the effective date of severance fromemployment:

 

(a)  Regular pay forservices during the Participant’s regular working hours, or compensation forservices rendered outside the Participant’s regular working hours (such asovertime or shift differential), bonuses, commissions or other similar accruedamounts that would have been paid had the Participant not incurred a severancefrom employment; and

 

(b)  Payment forunused, accrued bona fide sick, vacation or other leave, but only to the extentthe Participant would have been able to use such leave if employment hadcontinued.

 

In no event shall any severance pay, severance benefits ornon-qualified deferred compensation paid after the date of severance ofemployment be included in “Section 415 Total Earnings.”

 

3.                                       Except as provided above, the Plan is herebyratified and confirmed in all respects.

 

 

IN WITNESS WHEREOF, the Employer has causedthis Eleventh Amendment to be executed this 21st day of May, 2008.

 
|   | MERIT MEDICAL SYSTEMS, INC. |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                         | /s/ Rashelle Perry |
|   | Name:                       | Rashelle Perry |
|   | Its:                        | Chief Legal Officer |
|        |                             |  |  |  |

 

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