ADDITIONAL STOCK In addition, the Company shall grant to you additional
OPTIONS options ("Performance Based Options") to purchase 50,000
shares of Common Stock. The exercise price of the options
will equal the fair market value of our Common Stock as
determined by the Board of Directors on your date of hire.
Such options to become exercisable as to 25% of the shares
on each of the fourth, fifth, sixth and seventh anniversary
of the date of grant; provided, however, that if at any
time within 24 months after the expiration of any lock-up
period imposed by the underwriters in connection with the
Company's initial public offering of Common Stock, the
average of the closing prices of the Company's common stock
over a period of 30 consecutive trading days, as reported by
the Nasdaq National Market, or any exchange on which the
Company's Common Stock is then traded, equals or exceeds
$26.00 per share, all of such shares shall become fully
vested and exercisable until the expiration of such options
or until they sooner terminate in accordance with their terms.
The Options shall have a term of ten years, and shall be
subject to the terms and conditions most recently approved by
the Board for use under the 1998 Equity Incentive Plan.
BENEFITS Because we care about the well being of our employees, we are
pleased to provide you with comprehensive offering of
benefits. Our benefits currently include medical, dental,
life insurance, three weeks vacation (accrued weekly and
pro-rated during your first calendar year of employment),
balance benefit, educational assistance and flexible-spending
accounts. Additional information about these benefits is out-
lined in the enclosed summary.
ELIGIBILITY FOR The Immigration Reform and Control Act of 1986 requires
EMPLOYMENT ViaCell to review documentary evidence that you are
eligible for employment. This requirement applies to US
citizens, as well as foreign nationals. A list of approved
documents that are acceptable as verification of employment
eligibility are listed on page two of the I-9 form which will
be included with your orientation packet. Please bring the
appropriate documents with you on your first day of
employment.
EMPLOYMENT While we look forward to a long and mutually beneficial
RELATIONSHIP relationship, you acknowledge that this letter does not
constitute a contract of employment for any particular period
of time and does not affect the at-will nature of the
employment relationship with the company. Either you or
ViaCell have the right to terminate your employment at any
time.
We are very excited about the future of ViaCell and believe that the
opportunities presented will allow you significant personal and professional
growth. If you have any questions or concerns, please do not hesitate to
contact me anytime. We look forward to having you join our team!
Sincerely,
/s/ Marc Beer Start Date 1/14/02
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Marc Beer
Chief Executive Officer
Please acknowledge your acceptance of this offer by signing a copy of this
document along with the Agreement Related to Intellectual Property and
Confidential Information and faxing it to Kristin Dickson at 617-247-6271. This
offer will remain in effect for a period of seven (7) calendar days from the
date of this letter.
/s/ Robert J. Silverman 12/20/01
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Signature Date
[Intentionally omitted] 1/14/02
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Social Security Number Start Date