Employment Agreement - ViaCell Inc. and Grant Bogle
VIACELL
July 1, 2002
Grant Bogle
152 Wexford Way
Basking Ridge, NJ 07920
Dear Grant,
On behalf of ViaCell, Inc. (the "Company"), I am pleased to extend an offer of
employment to you. You have made an outstanding impression, 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 President, ViaCell Commercial Operations, 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 will be
$225,000.00 per year payable in bi-weekly
installments of $8,653.85.
In addition, you will be eligible to participate in
the Executive Management Bonus Plan at an annual
target of 40% of base salary, which will be pro-rated
based upon your hire date and payable annually based
on agreed to company and individual performance
objectives.
This brings your total compensation package to a
total annual potential of $315,000.00 based upon
meeting all agreed to performance objectives.
FORGIVENESS LOAN For your departure from your previous company,
ViaCell will provide you with a loan to cover
expenses in the amount of monies owed.* The principal
amount of the loan will cover actual expenses only.
This loan will accrue interest at market rates and
you will be required to sign a promissory note for
this loan. Each year on the anniversary of your start
date, one-half of the outstanding principal as well
as all accrued interest on this portion of the
principal will be forgiven. Should you voluntarily
terminate your employment prior to the two-year
anniversary of your start date, outstanding principal
and interest on this loan will be due immediately.
* The actual cash value will equal the Roche sign-on buy out as provided by
final numbers from Roche.
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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, an incentive
stock option ("ISO") to purchase up to 250,000 shares
of our Common Stock (the "Options"). 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. The Options will vest
quarterly over four years beginning on the first
quarterly anniversary of the date of commencement of
your employment. The Options will be granted under
the Company's 1998 Equity Incentive Plan pursuant to
an Option certificate, 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. Further, upon
the termination of your employment with the Company
for any reason, all vested Options will remain
exercisable until the earlier of six months from the
termination of your employment or the expiration of
the ten-year Option term.
ADDITIONAL STOCK In addition, the Company shall grant to you
OPTIONS additional options ("Performance Based Options") to
purchase 50,000 shares of Common Stock as ISO's. 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. The
Performance Based Options shall become exercisable
upon the achievement of goals to be determined by the
Company and agreed to by you. Twenty-five percent of
the Performance Based Options for a given goal shall
vest once the goal is achieved, and the remainder
shall become exercisable on a quarterly basis over
the next forty-eight months. The Performance Based
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. Further, upon the termination of your
employment with the Company for any reason, all
vested Performance Based Options will remain
exercisable until the earlier of six months from the
termination of your employment or the expiration of
the ten-year Option term. Granting of these
Performance Based Options will not preclude you from
participating in other performance based option grant
programs that may be established within the Company.
ADDITIONAL EMPLOYMENT ViaCell will provide for nine months' severance pay
TERMS in the event of involuntary termination without cause
or 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 for a period of nine months in accordance with
its regular payroll practices at such time, and
continue your health and dental benefits for the same
period. 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.
<PAGE>
CHANGE OF CONTROL Upon a Change of Control within 24 months from the
date you commence employment with the Company, the
Options granted on the date of hire (excluding the
Performance Based Options) shall become fully vested
and exercisable as to 50% of the shares underlying
the Options. 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.
RELOCATION ASSISTANCE In connection with your relocation to the
Massachusetts area, ViaCell agrees to provide the
following:
MOVING EXPENSES: ViaCell will pay for all actual
reasonable moving expenses for packing and shipping
household goods and two cars to the Massachusetts
area (arrangements to be made by ViaCell Human
Resources).
TEMPORARY HOUSING/TRAVEL/STORAGE: The company will
pay the actual costs of traveling for you and your
family to Massachusetts plus you will be entitled to
reimbursement for up to $20,000 in costs related to
temporary housing arrangements.
HOUSE HUNTING TRIPS: ViaCell will reimburse two
house-hunting trips for you, and your spouse, for up
to three days with reasonable transportation, hotel
accommodations, and meal allowance of up to $25.00
per day.
MISCELLANEOUS EXPENSES: The company will issue you a
check in the amount of $15,000 to cover the cost of
miscellaneous move-related expenses.
REAL ESTATE FEE: ViaCell will reimburse all actual
reasonable real estate commissions (up to 6%) related
to the sale of your residence in New Jersey (all
monies will be grossed up to cover state and federal
tax liability).
CLOSING COSTS: ViaCell will reimburse for closing
costs on the purchase of a new home such as: title,
insurance property tax fees, transfer tax, tax
service/notary recording fees, appraisal and credit
report, and home inspection fees (all monies will be
grossed up to cover any applicable state and federal
tax liability).
Please be advised that relocation items will be
taxable income and only Real Estate Fee and Closing
Costs will be grossed up by 28% to cover tax
liability. If you should for any reason voluntarily
terminate your employment with ViaCell within the
first 12 months of relocating to Massachusetts, you
will be obligated to reimburse any relocation monies.
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,
four 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.
<PAGE>
ELIGIBILITY FOR The Immigration Reform and Control Act of 1986
EMPLOYMENT requires 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 RELATIONSHIP While we look forward to a long and mutually
beneficial 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
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/Grant Bogle 7/6/02
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Signature Date
7/22/02
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Start Date