Lussier Employment Agreement

August 17, 1994


InControl, Inc.
6675 185th Avenue N.E.
Redmond, WA 98052-6734
Telephone (206) 861-9800
Facsimile (206) 861-9301


Michel Lussier 19, Ave du Bois Ste. Catherine 1380 Lasme Belgium


Dear Michel:


Our proposal for you to join InControl is as follows:


Position: Vice President, General Manager, European Operations of InControl, Inc. We will cause you to be elected to the board of directors of InControl Europe, SA, our Belgian subsidiary, of which you will be named "administrateur delegue" or managing director. You will report to the chief executive officer of InControl, Inc. You will perform the services to be provided hereunder in Belgium. You will be responsible for establishing and managing the European operations of InControl.


Compensation for this position is in three areas; salary, equity and other benefits. InControl, Inc. hereby guarantees to you the payment in full of all such amounts, whether designated for payment by InControl Europe, SA or not.


Salary: $120,000 per year ($10,000 per month) net of and without deduction for social charges, personal income and any other applicable taxes or fiscal or parafiscal charges, and payable in monthly installments as is customary in Belgium. This salary will be paid in Belgian Francs at the rate of 36BF/US$ fixed for four years. The exchange rate will then be evaluated and adjusted annually thereafter. InControl will apply for you to have the special tax status of nonresident and will pay the source contributions to the "mutuelle" for independents. We agree to work together to minimize the tax impact of your employment.


Equity: Subject to the approval of the company's Board of Directors, you will be awarded options with a ten year term to purchase 100,000 shares of the company's common stock. These options will be granted to you under the company's 1990 Stock Incentive Plan at a price equal to the fair market value on the date of grant. If you accept this employment offer and enter into a consulting agreement prior to August 25, 1994, we can price these options at $8.25 - the fair market value the stock was priced at the last Board of Directors meeting. The stock vesting schedule set 2 Michel Lussier August 17, 1994 Page 2


under the Plan is as follows: No vesting for the first twelve months. At the end of the twelve months, 12/48 of the options will vest, with an additional 1/48 vesting each month thereafter. I previously ...