EXHIBIT 10.5
VIACELL INC.
August 1, 2005
Anne Marie Cook
78 Walnut Street
Braintree, MA 02184
Dear Anne Marie,
On behalf of ViaCell, Inc. (the "Company"), I am pleased to extend an offer of
employment to you. You have made an outstanding impression throughout the
interview process, and we feel confident that you will become a valuable asset
to the company. Information about ViaCell as well as the details of our offer of
employment are summarized below.
VIACELL MISSION To provide the highest quality cellular medicines for the
treatment of human diseases.
VIACELL CULTURE We are dedicated to delivering revolutionary medicines
through development of important new therapeutic
applications. Every day you will be contributing to a
technology that is enriching of the lives of people in the
future. We hire innovative thinkers, with the skills and
capabilities to thrive on a high quality, success driven
team.
POSITION General Counsel and Senior Vice President of Legal reporting
to Marc Beer, Chief Executive Officer. This position is a
key factor in ViaCell's continued success, and I am
confident that it will be an exciting opportunity for you as
well.
COMPENSATION The starting base salary for this position for the 2005
fiscal year will be $280,000 per year payable in bi-weekly
installments of $10,769.23. For the 2005 fiscal year and
thereafter, this base salary shall be subject to adjustment.
Currently our standard annual salary review process occurs
each January for senior management.
In addition, you will be eligible to participate in the
Management Bonus Plan at an annual target of 35% of your
base salary, payable annually based on agreed to company and
individual performance objectives. Eligibility will begin on
your start date and will be prorated for 2005. Your bonus
payout is determined based on achievement of both corporate
and individual goals.
STOCK OPTIONS As an incentive for you to participate in the Company's
future growth, you will receive, subject to approval by our
Board of Directors, options to purchase up to 75,000 shares
of our Common Stock (the "Options"). The Options will be
incentive stock options ("ISO's") to the extent allowable
under the Internal
Anne Marie Cook
August 1, 2005
Page 2
Revenue Code. The exercise price of the Options equals the
fair market value of our Common Stock as determined by the
Board of Directors on the date of grant approval. The
Options will vest quarterly over four years beginning on the
last day of the first quarter after the date of commencement
of your employment. The Options will be granted under the
Company's 1998 Equity Incentive Plan pursuant to an ISO
certificate or non statutory stock option ("NSO")
certificate, as appropriate, shall have a term of ten years
and contain such additional terms as shall be determined by
the Board of Directors of the Company or the Compensation
Committee thereof.
ADDITIONAL ViaCell will provide for twelve (12) months' severance pay
EMPLOYMENT in the event of involuntary termination without cause or
TERMS voluntary termination for good reason. If the Company shall
terminate your employment without "cause" or if you
terminate your employment for "good reason," then ViaCell
will continue paying your base salary and medical and dental
benefit contributions for a period of twelve (12) months in
accordance with its regular payroll practices at such time.
The term "cause" as used here means (i) your continued
failure to substantially perform your duties provided you
are reasonably notified of such failure and given reasonable
time to correct such failure, (ii) any misappropriation of
funds, properties or assets of the Company by you, (iii) any
damage or destruction of any property or assets of the
Company caused by you, whether resulting from your willful
actions or willful omissions or gross negligence; (iv) your
being convicted of a felony; or (v) any material breach of
your employment obligations or of the Intellectual Property
and Confidential Information Agreement. The term "good
reason" as used here means any action by the Company without
your prior consent which results in (i) any material
diminution in your title, position, duties, responsibilities
or authority; or (ii) any breach by the Company of any
material provision contained herein.
Anne Marie Cook
August 1, 2005
Page 3
CHANGE OF CONTROL Upon a Change of Control with the Company, if the company
terminates your employment without "cause" within twelve
months of the change in control or you voluntarily resign
for "good reason", all options granted as of that date shall
become fully vested and exercisable and ViaCell will
continue paying your base salary and benefits for a period
of twelve (12) months following the date of termination. The
options will continue to be subject to the grant provisions
under the 1998 Plan. A "Change in Control" shall mean: (i) a
merger, consolidation or similar combination after which 50%
or more of the voting stock of the surviving corporation is
held by persons who were not stockholders of the Company
immediately prior to such merger or combination; (ii) the
sale, transfer or other disposition of all or substantially
all of the Company's assets to one or more persons (other
than any wholly owned subsidiary of the Company) in a single
transaction or series of related transactions; or (iii) any
person or related group of persons (other than the Company
or a person that directly or indirectly controls, is
controlled by, or is under common control with the Company)
directly or indirectly acquires beneficial ownership
(determined pursuant to Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended) of securities
possessing more than 50% of the total combined voting power
of the Company's outstanding securities pursuant to a tender
or exchange offer made directly to the Company 's
stockholders.
BENEFITS Because we care about the well being of our employees, we
are pleased to provide you with a comprehensive offering of
benefits. Our benefits currently include medical, dental,
life insurance, 401k, three weeks vacation (accrued monthly
and pro-rated during your first calendar year of
employment), balance benefit, educational assistance and
flexible-spending accounts. Additional information about
these benefits is outlined in the enclosed summary.
You will be entitled to an additional two weeks of vacation
beyond our standard benefit package.
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.
Anne Marie Cook
August 1, 2005
Page 4
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 D. Beer
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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 Code of Ethics, and faxing all to Kathleen Hayes at
617-577-9045. This offer will remain in effect for a period of seven (7)
calendar days from the date of this letter.
/s/ Anne Marie Cook August 2, 2005
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Signature Date