EXHIBIT 10.8
[MICRUS COMPANY LOGO]
November 5, 2003
Xxxxxx Xxxxx
Dear Xxx,
This letter represents a formal offer of at-will employment at Micrus
Corporation ("Micrus" or the "Company"). Xxxxxx wishes to extend this offer to
you for the position of Chief Financial Officer with a proposed Start date of
January 12, 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 20,2003.
1. 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 this letter, a Confidentiality and Proprietary Information
Agreements, and an Arbitration Agreement.
2. COMPENSATION
Upon commencement of employment, you will be paid $7,692,30 bi-weekly in
accordance with the Company's normal payroll procedures. We have recommended
that you receive stock options in the amount of 175,000 shares. These options
and proposed exercise price of $0.51 per share 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. This bonus will be based upon performance and
achievement of mutually agreed upon goals to be determined by the CEO and Board
of Directors. The same applies to Fiscal 2004 on a prorated basis. 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.
Xxxxxx is willing to provide reimbursement of up to $15,000 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 Xxxxxx (or your employment with
Xxxxxx is terminated for Cause, as defined below) prior to January 1, 2006.
[MICRUS COMPANY LOGO]
3. BENEFITS
The following benefits will be made available to you 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
- 401(k)
- Holiday pay
- PTO pay (Paid Time Off- to be accrued and used in accordance with Company
policy)
4. SEVERANCE PAY FOR TERMINATION IN CERTAIN CIRCUMSTANCES
(a) Severance Pay Following a Change in Control. In the event a Change in
Control (as defined below) occurs and, within one (1) year thereafter, your
employment is terminated by the Company for a reason other than for Cause (as
defined below) or by you for Good Reason (as defined below), then the Company
shall continue to pay you (as severance pay) your regular bi-weekly base
salary as in effect on the Termination Date (exclusive of bonus or any other
compensation) for one (1) year following the Termination Date (as defined
below), subject to reduction as set forth in paragraph (c) below, your,.
Additionally, on your last day of employment, the vesting of each of the
stock options to purchase shares of common stock of the Company as set forth
above shall be accelerated in full, such that you shall be entitled to
exercise such stock options (in accordance with the exercise terms and
conditions set forth in the option agreement and/or plan pursuant to which
such stock options were granted) to the same extent as you would have been
entitled had he been continuously employed by the Company until the end of
the vesting period related to each such stock option. You agree that after
the Termination Date, as a condition to receiving the foregoing severance
pay described above, you shall execute a release, based on the Company's (or
it's successor's) standard form severance agreement, of any and all claims he
may have against the Company, its successor(s), and their respective officers,
employees, directors, parents and affiliates (a "Release").
(b)Severance Pay Absent a Change in Control. In the event your employment is
terminated by the Company for a reason other than for Cause (as defined
below), and subject to your execution of a Release, the Company shall
continue to pay you (as severance pay), your regular bi-weekly base salary as
in effect on the Termination Date (exclusive of bonus or any other
compensation), for one (1) year following the Termination Date (as defined
below), subject to reduction as set forth in paragraph (c) below Unless the
parties agree otherwise, the severance pay provided for in this paragraph
shall be paid in installments, in accordance with the Company's regular
payroll practices.
(c)Reduction for Other Employment. If during the one-year period following the
Termination Date you become an employee of another entity or engage in
full-time (i.e., 30 hours/week or more) consulting for one or more entities,
you agree to notify the Company. Micrus will be entitled to reduce by two
thirds the separation payments owing after the commencement of such
employment or full time consulting.
5. 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.
(b)"Good Reason" shall mean: (i) the unilateral relocation by the Company of
the Executive's principal work place for the Company to a site more than 60
miles from Sunnyvale, California; (ii) a reduction in the Executive's then
current base salary, without the Executive's consent; or (iii) the
Executive's assignment to a position where the duties of the position are
outside his area of professional competence.
[MICRUS COMPANY LOGO]
(c)"Change in Control" shall mean the consummation of any of the following
events during the Employment Period: (i) a sale, lease or disposition of all or
substantially all of the assets of the Company, or (ii) a sale, merger ,
consolidation, reorganization, recapitalization, sale of assets, stock purchase,
contribution or other similar transaction (in a single transaction or a series
of related transactions) of the Company with or into any other corporation or
corporations or other entity, or any other corporate reorganization, where the
stockholders of the Company immediately prior to such event do not retain (in
substantially the same percentages) beneficial ownership, directly or
indirectly, of more than fifty percent (50%) of the voting power of and interest
in the successor entity or the entity that controls the successor entity,
provided, however, that no Change in Control shall be deemed to have occurred
due to the conversion or payment of any equity or debt instrument of the Company
which is outstanding on the date hereof.
(d) "Termination Date" shall mean the Executive's last day of employment with
the Company.
By executing this letter, you will be acknowledging and expressly agreeing that
at all times you will be an at-will employee. Thus, you and Xxxxxx will retain
the right to terminate the employment relationship, for any reason. Upon any
termination of the employment relationship, Micrus only liability to you will be
for payment of salary and vacation time earned prior to the termination date and
(only if applicable, and subject to your execution of a Release) the severance
pay described above. 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 Chief Executive Officer of Micrus. This letter, along with the
Confidential and Proprietary Information Agreement and the Arbitration
Agreement, set forth the terms of your employment with the Company and supersede
any prior representations or agreements.
Agreed to and accepted by:
MICRUS CORPORATION
By: /s/ XXXXXX XXXXXXX 11/19/03 /s/ XXXXXX XXXXX 1-30-04
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Xxxxxx Xxxxxxx, CEO Date Xxxxxx Xxxxx Date
