|
<PAGE>
Exhibit 10.21
CONSULTING AGREEMENT, GENERAL RELEASE AND WAIVER OF CLAIMS
MICRUS ADVISES YOU TO CONSULT WITH AN ATTORNEY BEFORE
YOU SIGN THIS AGREEMENT AS IT CONTAINS A RELEASE AND WAIVER
OF ALL KNOWN AND UNKNOWN CLAIMS
I, Herbert H. Mertens, for and in consideration of the benefits
described
below, which benefits I agree I would not otherwise be entitled
to receive,
understand and agree to the terms of this Consulting Agreement,
General Release
and Waiver of Claims (the "Agreement") between me and Micrus
Corporation
("Micrus" or the "Company"), as set forth herein:
1. TERMINATION OF EMPLOYMENT. I understand that my last day of
work with Micrus
is November 9, 2004, and that after this date, I have no further
duties to
perform for or authority to act on Micrus's behalf except as
described in
this Agreement. This date shall be considered as my termination
date (the
"Termination Date") for all purposes referenced in this
Agreement, including
the date my employment with Micrus is terminated. Accordingly, I
understand
that as of my Termination Date, I will no longer be eligible to
participate
in Micrus's incentive plan programs, bonus programs, option
plans, retirement
or 401(k) plans and I can no longer accrue vacation or PTO
benefits.
2. CONSIDERATION: In consideration for the promises I have made
herein, Micrus
agrees as follows:
(a) CONSULTING ARRANGEMENT. Micrus agrees to retain me as a
consultant for a
period of four (4) months following the effective date of this
agreement as
set forth in Section 20 below (the "Consulting Period"). This
period may be
extended by a written agreement signed by the Chairman of the
Board of Micrus
and me. During the Consulting Period, I agree to make myself
available to
Micrus management to transfer my former duties and
responsibilities,
including, but not limited to, assisting with vendor and
customer relations
issues, and other matters as reasonably requested by Micrus
management.
During the Consulting Period, I shall be paid on a monthly basis
at my final
salary rate, less applicable taxes and withholdings. The
Consulting Period
and the payments to be made hereunder will not begin until after
this
Agreement becomes enforceable and effective. Although I am free
to search for
alternate employment during the Consulting Period, I agree that
I will not
consult for any other employer, entity, or individual during the
Consulting
Period, and agree that I will devote my time during the
Consulting Period
exclusively to Micrus;
(b) COBRA REIMBURSEMENT PAYMENTS. As further consideration for
the promises I
have made in this Agreement, Micrus agrees to reimburse me for
the cost of my
COBRA payments up to a maximum of nine hundred dollars per month
($900). I
<PAGE>
understand that these payments (the "COBRA Payments") are
intended to
reimburse me for the monthly cost under COBRA of continuing my
medical and
dental coverage at my final employee benefit level. Micrus
agrees to pay the
COBRA Payments throughout the Consulting Period. In the event I
have not
obtained alternate employment following the conclusion of the
Consulting
Period, Micrus agrees to continue the COBRA Payments for a
period of another
two (2) months, but under no circumstances, for longer than a
total of six
(6) months. However, Micrus will have no obligation to reimburse
me or to
continue the COBRA payments if I do not elect COBRA benefits or
become
eligible for benefits under another benefit plan. I understand
that if I
become eligible for benefits under another plan before the
six-month period
expires, I am required to notify Micrus within five (5) business
days. At the
conclusion of the six-month period, provided I have not become
eligible for
benefits under another benefit plan, I understand that Micrus's
obligation to
pay for my COBRA benefits will expire, and that if I wish to
continue COBRA
coverage, it will be my responsibility to pay for such coverage.
I understand
that Micrus has or will send information to me about my COBRA
rights under
separate cover and that nothing in this paragraph, or in this
Agreement,
obligates Micrus to enroll me in COBRA or to otherwise take
steps to ensure
that I receive COBRA benefits as it is my responsibility to take
all steps
necessary to enroll in COBRA.
(c) VESTING OF STOCK OPTIONS. In further consideration of the
promises I have
made in this Agreement, Micrus also agrees to permit me to
continue to vest
all stock options granted to me during the Consulting Period.
According to
Company records and the stock option grants provided to me, as
of November 9,
2004, I have the option to purchase 156,083 shares of Micrus
common stock in
which I have vested under the terms of Micrus's Stock Option
Plan. I
understand that I will have until three months after the date
that I no
longer provide services to the Company to exercise these
options.
(d) CONSIDERATION CONTINGENT ON EXECUTION. I understand and
agree that the
consideration described in subparagraphs (a) through (c) above
is contingent
upon my execution of this Agreement. If I fail to return this
Agreement
within the time period provided or I revoke it within the period
specified
below, I will no longer be eligible for the consideration
described in
subparagraphs (a) through (c).
3. PAYMENT OF ATTORNEYS' FEES: In the event I am required to
retain counsel in
connection with the Department of Justice's ("DOJ") ongoing
investigation of
the Company and its practices, Micrus agrees to indemnify me for
all costs
and attorneys' fees reasonably incurred in connection with this
matter as
required under Company's Indemnification Agreement.
4. RELEASE OF CLAIMS: In exchange for the promises contained in
this Agreement
and to the fullest extent permitted by law, I hereby waive,
release and fully
discharge, and
2
<PAGE>
agree not to pursue, any and all claims, claims for relief
and/or causes of
action I have or may have as of the date I sign this Agreement
against
Micrus, and/or any of its or their current or former,
affiliates,
subsidiaries, predecessors or successors, and/or any of the
current or
former, officers, directors, shareholders, employees, attorneys,
employee
benefit plans, agents or representatives, successors or assigns
of the
foregoing entities ("Released Parties"), arising out of and/or
in any way
connected with my employment relationship, and/or the
termination of that
employment relationship, and/or with respect to any other claim,
matter, or
event arising prior to the time I execute this Agreement. I
recognize and
agree that such released claims, claims for relief, and/or
causes of action
include, but are not limited to, claims for age discrimination
under the
federal Age Discrimination in Employment Act, as well as claims
under Title
VII of the Civil Rights Act of 1964, the Employee Retirement
Income Security
Act of 1974, the Racketeer Influenced and Corrupt Organizations
Act, the
Worker's Adjustment and Retraining Act, the Americans With
Disabilities Act,
the Rehabilitation Act of 1973, the federal Family and Medical
Leave Act, the
Fair Labor Standards Act, the federal Equal Pay Act, the
California Fair
Employment and Housing Act, the California Labor Code, the
California
Business and Professions Code, the California Family Rights Act,
and all
other laws, whether foreign, federal, state or local of any
jurisdiction. I
understand that th
| 
