INDEMNIFICATION AGREEMENT

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EXHIBIT 10.14

INDEMNIFICATION AGREEMENT

This Indemnification Agreement is made this ____ day of ___________,

200__, between Micrus Corporation, a Delaware corporation (the "Company"), and

____________ (the "Indemnitee").

W I T N E S S E T H:

WHEREAS, the Indemnitee is a director and/or officer of the Company.

WHEREAS, highly competent persons have become more reluctant to

serve publicly-held corporations as directors or in other capacities unless they

are provided with adequate protection through insurance or adequate

indemnification against inordinate risks of claims and actions against them

arising out of their service to and activities on behalf of the corporation.

WHEREAS, in recognition of Indemnitee's need for substantial

protection against personal liability in order to enhance Indemnitee's continued

service to the Company in an effective manner and Indemnitee's reliance on the

provisions of the Company's Certificate of Incorporation ("Certificate of

Incorporation") and the Company's Bylaws (the "Bylaws") requiring

indemnification of the Indemnitee to the fullest extent permitted by law, and in

part to provide Indemnitee with specific contractual assurance that the

protection promised by such Certificate of Incorporation and Bylaws will be

available to Indemnitee (regardless of, among other things, any amendment to or

revocation of such Certificate of Incorporation or Bylaws or any change in the

composition of the Company's Board of Directors or acquisition transaction

relating to the Company), the Company wishes to provide in this Agreement for

the indemnification of and the advancing of expenses to Indemnitee to the

fullest extent (whether partial or complete) permitted by law and as set forth

in this Agreement.

WHEREAS, the Certificate of Incorporation, the Bylaws and the

General Corporation Law of the State of Delaware ("DGCL") expressly provide that

the indemnification provisions set forth therein are not exclusive and thereby

contemplate that contracts may be entered into between the Company and members

of the board of directors, officers and other persons with respect to

indemnification.

WHEREAS, it is reasonable, prudent and necessary for the Company

contractually to obligate itself to indemnify, and to advance expenses on behalf

of, such persons to the fullest extent permitted by applicable law so that they

will serve or continue to serve the Company free from undue concern that they

will not be so indemnified.

WHEREAS, this Agreement is a supplement to and in furtherance of the

Certificate of Incorporation and Bylaws and any resolutions adopted pursuant

thereto and shall not be deemed a substitute therefor, nor to diminish or

abrogate any rights of Indemnitee thereunder.

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NOW, THEREFORE, in consideration of the premises and of Indemnitee

agreeing to serve or continuing to serve the Company directly or, at its

request, with another enterprise, and intending to be legally bound hereby, the

parties hereto agree as follows:

Section 1. Basic Indemnification Agreement. (a) In the event

Indemnitee was, is or becomes a party to or witness or other participant in, or

is threatened to be made a party to or witness or other participant in, a Claim

(as defined in Section 9(b) herein) by reason of (or arising in part out of) an

Indemnifiable Event (as defined in Section 9(d) herein), the Company shall

indemnify Indemnitee to the fullest extent permitted by law as soon as

practicable but in any event no later than 30 days after written demand is

presented to the Company, against any and all Expenses (as defined in Section

9(c) herein), judgments, fines, penalties and amounts paid in settlement

(including all interest, assessments and other charges paid or payable in

connection therewith) of such Claim actually and reasonably incurred by or on

behalf of Indemnitee in connection with such Claim and any federal, state, local

or foreign taxes imposed on Indemnitee as a result of the actual or deemed

receipt of any payments under this Agreement. If requested by Indemnitee in

writing, the Company shall advance (within ten business days of such written

request) any and all Expenses to Indemnitee (an "Expense Advance").

Notwithstanding anything in this Agreement to the contrary, and except as

provided in Section 3, prior to a Change of Control (as defined in Section 9

herein) and except as set forth in Sections 1(b) and 7, Indemnitee shall not be

entitled to indemnification pursuant to this Agreement in connection with any

Claim (i) initiated by Indemnitee against the Company or any director or officer

of the Company unless the Company has joined in or consented to the initiation

of such Claim; (ii) made on account of Indemnitee's conduct which constitutes a

breach of Indemnitee's duty of loyalty to the Company or its stockholders or is

an act or omission not in good faith or which involves intentional misconduct or

a knowing violation of the law; or (iii) arising from the purchase and sale by

Indemnitee of securities in violation of Section 16(b) of the Securities

Exchange Act of 1934, as amended.

(b) Notwithstanding the foregoing, (i) the indemnification

obligations of the Company under Section 1(a) shall be subject to the condition

that the Reviewing Party shall not have determined (in a written opinion, in any

case in which the special independent counsel referred to in Section 2 hereof is

involved) that Indemnitee would not be permitted to be indemnified under

applicable law, and (ii) the obligation of the Company to make an Expense

Advance pursuant to Section 1(a) shall be subject to the condition that the

Company receives an undertaking that, if, when and to the extent that the

Reviewing Party determines that Indemnitee would not be permitted to be so

indemnified under applicable law, the Company shall be entitled to be reimbursed

by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts

theretofore paid; provided, however, that if Indemnitee has commenced legal

proceedings in the Court of Chancery of the State of Delaware (the "Delaware

Court") to secure a determination that Indemnitee should be indemnified under

applicable law, any determination made by the Reviewing Party that Indemnitee

would not be permitted to be indemnified under applicable law shall not be

binding and Indemnitee shall not be required to reimburse the Company for any

Expense Advance until a final judicial determination is made with respect

thereto (as to which all rights of appeal therefrom have been exhausted or

lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances

shall be unsecured and no interest

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shall be charged thereon. If there has not been a Change in Control, the

Reviewing Party shall be selected by the Board of Directors, and if there has

been such a Change in Control, the Reviewing Party shall be the special

independent counsel referred to in Section 2 hereof. If there has been no

determination by the Reviewing Party or if the Reviewing Party determines that

Indemnitee substantively would not be permitted to be indemnified in whole or in

part under applicable law, Indemnitee shall have the right to commence

litigation in the Delaware Court seeking an initial determination by the court

or challenging any such determination by the Reviewing Party or any aspect

thereof and the Company hereby consents to service of process and to appear in

any such proceeding. Any determination by the Reviewing Party otherwise shall be

conclusive and binding on the Company and Indemnitee. The Company shall

indemnify Indemnitee for Expenses incurred by Indemnitee in connection with the

successful establishment or enforcement, in whole or in part, by Indemnitee of

Indemnitee's right to indemnification or advances.

Section 2. Change in Control. The Company agrees that if there is a

Change in Control of the Company (other than a Change in Control which has been

approved by two- thirds or more of the Company's Board of Directors who were

directors immediately prior to such Change in Control) then with respect to all

matters thereafter arising concerning the rights of Indemnitee to indemnity

payments and Expense Advances under this Agreement or any other agreement, the

Bylaws or Certificate of Incorporation now or hereafter in effect relating to

Claims for Indemnifiable Events, the Company shall seek legal advice only from

special independent counsel selected by Indemnitee and approved by the Company

(which approval shall not be unreasonably withheld or delayed) and who has not

otherwise performed services for the Company within the last five years (other

than in connection with such matters) or for Indemnitee. In the event that

Indemnitee and the Company are unable to agree on the selection of the special

independent counsel, such special independent counsel shall be selected by lot

from among at least five law firms with offices in the State of Delaware having

more than fifty attorneys, having a rating of "av" or better in the then current

Martindale Hubbell Law Directory and having attorneys which specialize in

corporate law. Such selection shall be made in the presence of Indemnitee (and

his legal counsel or either of them, as Indemnitee may elect). Such counsel,

among other things, shall, within 90 days of its retention, render its written

opinion to the Company and Indemnitee as to whether and to what extent

Indemnitee would be permitted to be indemnified under applicable law. The

Company agrees to pay the reasonable fees of the special independent counsel

referred to above and to fully indemnify such counsel against any and all

expenses (including attorneys' fees), claims, liabilities, and damages arising

out of or relating to this Agreement or its engagement pursuant hereto.

Section 3. Indemnification for Additional Expenses. The Company

shall indemnify Indemnitee against any and all expenses (including attorneys'

fees) and, if requested by Indemnitee in writing, shall (within ten business

days of such written request) advance such expenses to Indemnitee, which are

incurred by Indemnitee in connection with any Claim asserted against or action

brought by Indemnitee for (i) indemnification or advance payment of Expenses by

the Company under this Agreement or any other agreement, the Bylaws or

Certificate of Incorporation now or hereafter in effect relating to Claims for

Indemnifiable Events and/or (ii) recovery under any directors' and officers'

liability insurance policies maintained by the

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Company, regardless of whether Indemnitee ultimately is determined to be

entitled to such indemnification, advance expense payment or insurance recovery,

as the case may be. The Indemnitee shall qualify for advances solely upon the

execution and delivery to the Company of an undertaking providing that the

Indemnitee undertakes to repay the advance to the extent that it is ultimately

determined that the Indemnitee is not entitled to be indemnified by the Company.

Section 4. Partial Indemnity, Etc. If Indemnitee is entitled under

any provisions of this Agreement to indemnification by the Company of some or a

portion of the Expenses, liabilities, judgments, fines, penalties and amounts

paid in settlement of a Claim but not, however, for all of the total amount

thereof, the Company shall nevertheless indemnify Indemnitee for the portion

thereof to which Indemnitee is entitled. Moreover, notwithstanding any other

provision of this Agreement, to the extent that Indemnitee has been successful

on the merits or otherwise in defense of any or all Claims relating in whole or

in part to an Indemnifiable Event or in defense of any issue or matter therein,

including dismissal without prejudice, Indemnitee shall be indemnified against

all Expenses incurred in connection therewith. In connection with any

determination by the Reviewing Party or otherwise as to whether Indemnitee is

entitled to be indemnified hereunder the burden of proof shall be on the Company

to establish that Indemnitee is not so entitled.

Section 5. No Presumption. For purposes of this Agreement, the

termination of any action, suit or proceeding by judgment, order, settlement

(whether with or without court approval) or conviction, or upon a plea of nolo

contendere, or its equivalent, shall not create a presumption that Indemnitee

did not meet any particular standard of conduct or have any particular belief.

Section 6. Notification and Defense of Claim. Within 30 days after

receipt by Indemnitee of notice of the commencement of a Claim which may involve

an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be

made against the Company under this Agreement, submit to the Company a written

notice identifying the proceeding, but the omission so to notify the Company

will not relieve it from any liability which it may have to Indemnitee under

this Agreement unless the Company is materially prejudiced by such lack of

notice. With respect to any such Claim as to which Indemnitee notifies the

Company of the commencement thereof:

(a) the Company will be entitled to participate therein at its own

expense;

(b) except as otherwise provided below, to the extent that it may

wish, the Company jointly with any other indemnifying party similarly notified

will be entitled to assume the defense thereof, with counsel satisfactory to

Indemnitee. After notice from the Company to Indemnitee of its election to

assume the defense thereof, the Company will not be liable to Indemnitee under

this Agreement for any legal or other expenses subsequently incurred by

Indemnitee in connection with the defense thereof other than reasonable costs of

investigation or as otherwise provided below. Indemnitee shall have the right to

employ its own counsel in such action, suit or proceeding, but the fees and

expenses of such counsel incurred after notice from the Company of its

assumption of the defense thereof shall be at the expense of Indemnitee

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