SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

EXHIBIT  10.16

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

            THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (the "Agreement") is entered into between Merit Medical Systems, Inc., a Utah corporation ("Employer"), and B. Leigh Weintraub ("Employee").

Definitions

Employer :  As used herein, the term "Employer" shall mean and refer to Merit Medical Systems, Inc., a Utah corporation.

Affiliate :  As used herein, the term "Affiliate" shall mean and refer to any officer, director, shareholder, employee, and/or agent of Employer (prior to or as of the Date of this Agreement); and/or any subsidiary, division, or affiliate of Employer (including without limitation any officer, director, shareholder, employee, and/or agent of any such subsidiary, division, or affiliate); and/or any entity (including without limitation any officer, director, shareholder, employee, and/or agent of such entity) in which Employer owns, directly or indirectly, a legal or beneficial interest (whether in whole or in part); and/or any individual or entity (including without limitation any officer, director, shareholder, employee, and/or agent of such entity) that owns, directly or indirectly, a legal or beneficial interest (whether in whole or in part) in Employer.

Background

Employer has terminated Employee’s employment, effective February 10, 2007, (the "Termination Date").  By this Agreement, and the sums paid to or for the benefit of Employee hereunder, Employer and Employee intend to resolve any and all disputes of any kind or character, if any, between them, including without limitation any and all disputes arising from or related to Employee’s employment with Employer or any Affiliate, the termination of that employment, or otherwise.  Accordingly, Employer and Employee hereby agree as follows:

Agreement

1.     Payment to Employee and Insurance Coverage.

a.         Payment.    Employer shall pay Employee the sum of Three Hundred Thousand Dollars and No Cents ($300,000.00) payable in 39 equal, bi-weekly installments in the amount of $7,692.31 consistent with Employer’s regular and customary payroll practices, with the first payment to occur on Employer’s first regular payroll immediately following the Termination Date and continuing thereafter until paid in full (the "Payout Period").

b.         COBRA Election.    If Employee properly elects continuation coverage under Employer’s group medical and/or dental insurance plan pursuant to Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended ("COBRA"), Employer will pay that portion of the premium which Employer paid on behalf of Employee and Employee’s enrolled family members prior to the Termination Date through the earlier of (a) August 31, 2008;  (b) the date Employee first becomes eligible for coverage under any group health plan maintained by another employer of Employee or her spouse; or (c) the date such COBRA continuation coverage otherwise terminates as to Employee under the provisions of Employer’s

group medical and/or dental insurance plan.  Nothing herein shall be deemed to extend the otherwise applicable maximum period in which COBRA continuation coverage is provided or supersede the plan provisions relating to early termination of such COBRA continuation coverage. Employee agrees that her portion of the premium for such coverage, if any, shall be deducted from the payments payable to Employee under Section 1.a. above.    Payment of any monies to or on behalf of Employee under this Section 1 shall be subject to all applicable federal, state, and local payroll withholding taxes.

• • • c.                                        Medical Plan Election.

      • • • i.                                           In lieu of electing health insurance under COBRA continuation coverage under Section 1(b), Employee may elect another medical insurance option.  Subject to the terms, conditions and limitations set forth in Employer’s group medical insurance plan (the "Medical Plan"), Employee shall be entitled to continuing coverage under the Medical Plan for herself and her spouse ("Retiree Coverage") until Employee attains age 65, or the date Employee first becomes qualified for and accepts coverage under any group health plan maintained by another employer of Employee or her spouse.  After 2007, the Retiree Coverage is also contingent upon the continuing willingness of the insurance companies that insure Employer’s active employees under the Medical Plan (either fully or on a stop-loss basis) to also insure the Retiree Coverage; provided, however, that Employer shall use commercially reasonable efforts to cause the medical insurance companies that insure the Medical Plan to also offer such insurance for Retiree Coverage.  In the event of any merger of Employer into another entity or sale of Employer or its assets to another entity, Employer shall use its commercially reasonable efforts to cause the surviving or acquiring entity to continue the Medical Plan and assume the obligation to provide the Retiree Coverage thereunder.  Retiree Coverage does not include coverage under Employer’s group dental insurance plan and Employee may not increase her Retiree Coverage to "family coverage" or otherwise add other dependents to that coverage.

            ii.                                        For each month of Retiree Coverage through August 2008, Employee shall pay to Employer the same Employer-established monthly amount that active salaried employees of Employer must pay for comparable "employee plus spouse"  medical coverage under the Medical Plan, and Employer shall pay or otherwise bear the balance of the monthly premium cost.  For Retiree Coverage after August 2008, Employee shall pay the entire monthly premium cost for that Retiree Coverage.  Employee acknowledges that the total monthly premium cost for Retiree Coverage initially will be ten (10) percent higher than the costs Employee and Employer currently pay for similarly situated active employees, and that the premium cost is subject to further increases, including disproportionate increases, after 2007.  If in the future the Medical Plan becomes self-insured, the monthly "premium" for Retiree Coverage shall be established

             

             

             

                                                            by Employer in the same manner as applies to the computation of self-insured COBRA premiums under Section 604(2) of Employee Retirement Income Security Act of 1974 ("ERISA").  Employee’s failure to pay her share of any monthly premium to Employer by 20 th  day of the calendar month to which the payment relates shall result in termination of the Retiree Coverage effective as of the end of that month. Employee may waive and terminate the Retiree Coverage at any time upon 30 days advance written notice to Employer.  This Section 1(c) is not intended to provide Employee with rights in excess of those provided under the Medical Plan or to preclude Employer from changing insurance companies, modifying its group medical insurance program in any manner or amending the Medical Plan.  In the event of any conflict between this Section 1(c) and the Medical Plan, as amended from time to time, the provisions of the Medical Plan shall govern and control.

            iii.                                     As a result of her termination of employment, Sections 601 through 607 of ERISA (known as "COBRA") permit Employee and her spouse to elect certain continuation coverage under the Medical Plan and Employer’s dental and other group health plans, subject to the terms, limitations and conditions set forth in COBRA.  Employee acknowledges and agrees that any election of COBRA continuation coverage under the Medical Plan by her or her spouse in connection with her termination of employment with Employer shall result in immediate termination of Retiree Coverage under the Medical Plan.

2.     Review and Revocation.  Employee understands and agrees that she has 21 days from the date she receives this Agreement to consider the terms of and to sign this Agreement.  Employee understands that, at her sole and absolute discretion, she may sign this Agreement prior to the expiration of the 21 day period.

Employee further acknowledges and understands that she may revoke this Agreement for a period of up to 7 days after she signs it (not counting the day it was signed) and that the Agreement shall not become effective or enforceable until the 7-day revocation period has expired.  To revoke this Agreement, Employee must give written notice stating that she wishes to revoke the Agreement to Rashelle Perry, Chief Legal Officer, Merit Medical Systems, Inc., 1600 Merit Drive, South Jordan, UT 84095, Telefax: 801/208-4302.   If Employee mails a notice of revocation to Employer, it must be postmarked no later than 7 days following the date on which she signed this Agreement (not counting the day it was signed) or such revocation shall not be effective.

3.     Release of All Claims.  In consideration for the payments stated in Section 1 and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee, for herself and her heirs, assigns, and all persons and entities claiming by, through, or under her, hereby irrevocably, unconditionally, and completely releases, discharges, and agrees to hold Employer and its Affiliates, individually or in any combination thereof (hereinafter collectively referred to as "Releasees"), harmless of and from any and all

claims, liabilities, charges, demands, grievances, and causes of action of any kind or nature whatsoever, including without limitation claims for contribution, subrogation, or indemnification, whether direct or indirect, liquidated or unliquidated, known or unknown, which Employee had, has, or may claim to have agains