MICRUS CORPORATION 1998 STOCK PLAN

<PAGE>

Exhibit 10.2

MICRUS CORPORATION

1998 STOCK PLAN

1. Purposes of the Plan. The purposes of this Stock Plan are to attract

and retain the best available personnel for positions of substantial

responsibility, to provide additional incentive to Employees, Directors and

Consultants and to promote the success of the Company's business. Options

granted under the Plan may be Incentive Stock Options or Nonstatutory Stock

Options, as determined by the Administrator at the time of grant. Stock Purchase

Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of its Committees as shall

be administering the Plan in accordance with Section 4 hereof.

(b) "Applicable Laws" means the requirements relating to the

administration of stock option plans under U.S. state corporate laws, U.S.

federal and state securities laws, the Code, any stock exchange or quotation

system on which the Common Stock is listed or quoted and the applicable laws of

any other country or jurisdiction where Options or Stock Purchase Rights are

granted under the Plan.

(c) "Board" means the Board of Directors of the Company.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of Directors appointed by the Board

in accordance with Section 4 hereof.

(f) "Common Stock" means the Common Stock of the Company.

(g) "Company" means Micrus Corporation, a Delaware corporation.

(h) "Consultant" means any person who is engaged by the Company or

any Parent or Subsidiary to render consulting or advisory services to such

entity.

(i) "Director" means a member of the Board of Directors of the

Company.

(j) "Disability" means total and permanent disability as defined in

Section 22(e)(3) of the Code.

(k) "Employee" means any person, including Officers and Directors,

employed by the Company or any Parent or Subsidiary of the Company. A Service

Provider shall not cease to be an Employee in the case of (i) any leave of

absence approved by the Company or (ii) transfers

<PAGE>

between locations of the Company or between the Company, its Parent, any

Subsidiary, or any successor. For purposes of Incentive Stock Options, no such

leave may exceed ninety days, unless reemployment upon expiration of such leave

is guaranteed by statute or contract. If reemployment upon expiration of a leave

of absence approved by the Company is not so guaranteed, on the 181st day of

such leave any Incentive Stock Option held by the Optionee shall cease to be

treated as an Incentive Stock Option and shall be treated for tax purposes as a

Nonstatutory Stock Option. Neither service as a Director nor payment of a

director's fee by the Company shall be sufficient to constitute "employment" by

the Company.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as

amended.

(m) "Fair Market Value" means, as of any date, the value of Common

Stock determined as follows:

(i) If the Common Stock is listed on any established stock

exchange or a national market system, including without limitation the Nasdaq

National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its

Fair Market Value shall be the closing sales price for such stock (or the

closing bid, if no sales were reported) as quoted on such exchange or system for

the last market trading day prior to the time of determination, as reported in

THE WALL STREET JOURNAL or such other source as the Administrator deems

reliable;

(ii) If the Common Stock is regularly quoted by a recognized

securities dealer but selling prices are not reported, its Fair Market Value

shall be the mean between the high bid and low asked prices for the Common Stock

on the last market trading day prior to the day of determination; or

(iii) In the absence of an established market for the Common

Stock, the Fair Market Value thereof shall be determined in good faith by the

Administrator.

(n) "Incentive Stock Option" means an Option intended to qualify as

an incentive stock option within the meaning of Section 422 of the Code.

(o) "Nonstatutory Stock Option" means an Option not intended to

qualify as an Incentive Stock Option.

(p) "Officer" means a person who is an officer of the Company within

the meaning of Section 16 of the Exchange Act and the rules and regulations

promulgated thereunder.

(q) "Option" means a stock option granted pursuant to the Plan.

(r) "Option Agreement" means a written or electronic agreement

between the Company and an Optionee evidencing the terms and conditions of an

individual Option grant. The Option Agreement is subject to the terms and

conditions of the Plan.

-2-

<PAGE>

(s) "Option Exchange Program" means a program whereby outstanding

Options are exchanged for Options with a lower exercise price.

(t) "Optioned Stock" means the Common Stock subject to an Option or a

Stock Purchase Right.

(u) "Optionee" means the holder of an outstanding Option or Stock

Purchase Right granted under the Plan.

(v) "Parent" means a "parent corporation," whether now or hereafter

existing, as defined in Section 424(e) of the Code.

(w) "Plan" means this 1998 Stock Plan.

(x) "Restricted Stock" means shares of Common Stock acquired pursuant

to a grant of a Stock Purchase Right under Section 11 below.

(y) "Service Provider" means an Employee, Director or Consultant.

(z) "Share" means a share of the Common Stock, as adjusted in

accordance with Section 12 below.

(aa) "Stock Purchase Right" means a right to purchase Common Stock

pursuant to Section 11 below.

(bb) "Subsidiary" means a "subsidiary corporation," whether now or

hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 12 of

the Plan, the maximum aggregate number of Shares which may be subject to option

and sold under the Plan is 5,481,000 Shares. The Shares may be authorized but

unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right expires or becomes unexercisable

without having been exercised in full, or is surrendered pursuant to an Option

Exchange Program, the unpurchased Shares which were subject thereto shall become

available for future grant or sale under the Plan (unless the Plan has

terminated). However, Shares that have actually been issued under the Plan, upon

exercise of either an Option or Stock Purchase Right, shall not be returned to

the Plan and shall not become available for future distribution under the Plan,

except that if Shares of Restricted Stock are repurchased by the Company at

their original purchase price, such Shares shall become available for future

grant under the Plan.

-3-

<PAGE>

4. Administration of the Plan.

(a) Administrator. The Plan shall be administered by the Board or a

Committee appointed by the Board, which Committee shall be constituted to comply

with Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the

Plan and, in the case of a Committee, the specific duties delegated by the Board

to such Committee, and subject to the approval of any relevant authorities, the

Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options and Stock

Purchase Rights may from time to time be granted hereunder;

(iii) to determine the number of Shares to be covered by each

such award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, of any Option or

Stock Purchase Right granted hereunder. Such terms and conditions include, but

are not limited to, the exercise price, the time or times when Options or Stock

Purchase Rights may be exercised (which may be based on performance criteria),

any vesting acceleration or waiver of forfeiture restrictions, and any

restriction or limitation regarding any Option or Stock Purchase Right or the

Common Stock relating thereto, based in each case on such factors as the

Administrator, in its sole discretion, shall determine;

(vi) to determine whether and under what circumstances an Option

may be settled in cash under subsection 9(e) instead of Common Stock;

(vii) to reduce the exercise price of any Option to the then

current Fair Market Value if the Fair Market Value of the Common Stock covered

by such Option has declined since the date the Option was granted;

(viii) to initiate an Option Exchange Program;

(ix) to prescribe, amend and rescind rules and regulations

relating to the Plan, including rules and regulations relating to sub-plans

established for the purpose of qualifying for preferred tax treatment under

foreign tax laws;

(x) to allow Optionees to satisfy withholding tax obligations by

electing to have the Company withhold from the Shares to be issued upon exercise

of an Option or Stock Purchase Right that number of Shares having a Fair Market

Value equal to the amount required to be withheld. The Fair Market Value of the

Shares to be withheld shall be determined on the date that the amount of tax to

be withheld is to be determined. All elections by Optionees to have Shares

-4-

<PAGE>

withheld for this purpose shall be made in such form and under such conditions

as the Administrator may deem necessary or advisable; and

(xi) to construe and interpret the terms of the Plan and awards

granted pursuant to the Plan.

(c) Effect of Administrator's Decision. All decisions, determinations

and interpretations of the Administrator shall be final and binding on all

Optionees.

5. Eligibility.

(a) Nonstatutory Stock Options and Stock Purchase Rights may be

granted to Service Providers. Incentive Stock Options may be granted only to

Employees.

(b) Each Option shall be designated in the Option Agreement as either

an Incentive Stock Option or a Nonstatutory Stock Option. However,

notwithstanding such designation, to the extent that the aggregate Fair Market

Value of the Shares with respect to which Incentive Stock Options are

exercisable for the first time by the Optionee during any calendar year (under

all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such

Options shall be treated as Nonstatutory Stock Options. For purposes of this

Section 5(b), Incentive Stock Options shall be taken into account in the order

in which they were granted. The Fair Market Value of the Shares shall be

determined as of the time the Option with respect to such Shares is granted.

(c) Neither the Plan nor any Option or Stock Purchase Right shall

confer upon any Optionee any right with respect to continuing the Optionee's

relationship as a Service Provider with the Company, nor shall it interfere in

any way with his or her right or the Company's right to terminate such

relationship at any time, with or without cause.

6. Term of Plan. The Plan shall become effective upon its adoption by the

Board. It shall continue in effect for a term of ten (10) years unless sooner

terminated under Section 14 of the Plan.

7. Term of Option. The term of each Option shall be stated in the Option

Agreement; provided, however, that the term shall be no more than ten (10) years

from the date of grant thereof. In the case of an Incentive Stock Option granted

to an Optionee who, at the time the Option is granted, owns stock representing

more than ten percent (10%) of the voting power of all classes of stock of the

Company or any Parent or Subsidiary, the term of the Option shall be five (5)

years from the date of grant or such shorter term as may be provided in the

Option Agreement.

8. Option Exercise Price and Consideration.

(a) The per share exercise price for the Shares to be issued upon

exercise of an Option shall be such price as is determined by the Administrator,

but shall be subject to the following: