Micrus Endovascular Corporation – Micrus Endovascular Corporation (July 15th, 2010)
This letter agreement is in reference to the offer letter between you and Micrus Endovascular Corporation (the "Company"), dated as of February 16, 2005 and amended December 12, 2008 and as of the date hereof (the "Employment Agreement"). As you know, Johnson & Johnson, a New Jersey corporation ("Parent"), Cope Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and the Company propose to enter into a merger agreement (the "Merger Agreement") that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment
Micrus Endovascular Corporation – July 10, 2010 Robert C. Colloton Re: OFFER LETTER Dear Robert: (July 15th, 2010)
You and Micrus Endovascular Corporation, a Delaware corporation (the "Company"), signed an offer letter, dated February 22, 2005 (the "Offer Letter") and a letter agreement amending the Offer Letter, dated December 12, 2008 (the "Offer Letter Amendment"). This letter agreement amends the Offer Letter and supersedes the Offer Letter Amendment in order to provide for cash severance payments in connection with certain terminations of your employment prior to or following a Change In Control (as defined below). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.
Micrus Endovascular Corporation – Re: OFFER LETTER (February 9th, 2009)
You and Micrus Endovascular Corporation, a Delaware corporation (the "Company"), signed an offer letter, dated February 16, 2005 (the "Offer Letter"). This letter agreement amends the Offer Letter in order for the cash severance payments under the Offer Letter to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.