Employment Agreement - ViaCell Inc. and Seth P. Finklestein
VIACELL
June 25, 2001
Seth P. Finklestein
308 A Hunnewell Street
Needham, MA 02194
Dear Seth:
On behalf of ViaCell, Inc. (the "Company"), Marc Beer and I are 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.
POSITION Chief Medical Officer, ViaCell Neuroscience, a Division of
ViaCell, Inc. and Vice President, ViaCell, Inc.
COMPENSATION The starting base salary for this position will be
$185,000.00 per year payable in bi-weekly installments of
$7,115.38.
In addition, you will be eligible for a one-time cash
bonus of $25,000.00 (gross) payable at the time of hire.
STOCK OPTIONS As an incentive for you to participate in the Company's
future growth, you will receive an incentive stock option
to purchase up to 90,000 shares of our Common Stock. These
options will vest over four years in sixteen (16) equal
quarterly installments of 5,625 shares beginning on the
first quarterly anniversary of the date of your
commencement of employment (the "EFFECTIVE DATE") (subject
to your continued employment with the Company). In
addition, you will be eligible to receive an additional
incentive stock option to purchase up to 100,000 shares of
our Common Stock which options shall vest upon achievement
of each of the performance milestones set forth below
within the time periods specified with respect to the
first neuroscience product developed by the Neuroscience
Division or by the Company (excluding any product
development program licensed or acquired from a third
party), provided that, if a milestone is not reached in
the specified timeframe but a subsequent milestone is met
within its applicable timeframe, all previous performance
based options will vest at that time:
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TIMING FROM NUMBER OF
MILESTONES EFFECTIVE DATE OPTIONS VESTING
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Completion of pre-clinical efficacy 18 months 10%
Completion of pre-clinical toxicology 24 months 10%
Submission of IND 24 months 10%
Completion of large animal efficacy 36 months 20%
Start Phase II clinical trials 36 months 20%
Start Phase III clinical trials 60 months 30%
The exercise price for both the time-based and
performance-based options will equal $0.95 per share. All
of the options will have a term of ten years from the date
of grant and will be subject to such other terms and
conditions set forth in the Company's form of incentive
stock option certificate and Amended and Restated 1998
Equity Incentive Plan, both of which are attached hereto
as EXHIBIT A, and EXHIBIT B, respectively.
ADDITIONAL If the Company shall terminate your employment
EMPLOYMENT involuntarily without "cause" or if you terminate your
TERMS employment voluntarily for "good reason," then ViaCell
will continue paying your base salary for a period of six
months in accordance with its regular payroll practices at
such time, and continue your health and dental benefits.
The term "cause" as used here means (i) your continued
failure to substantially perform your duties, (ii) any
misappropriation of funds, properties or assets of the
Company by you, (iii) your being convicted of a felony; or
(iv) 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; (ii) any
breach by the Company of any material provision contained
herein; (iii) any requirement by the Company that you
perform your principal duties outside a radius of 60 miles
from either of the Company's Boston or Worcester
locations; or (iv) any material failure of the Company to
comply with the provisions of Sections 1.3, 5.9, 5.13 or
5.14 of the Agreement and Plan of Merger dated as of the
date hereof by and among the Company, Braintrust Merger
Corporation, Cerebrotec, Inc. ("Cerebrotec") and you
(relating to the commitment of resources and payment of
obligations of Cerebrotec, tax matters, option to purchase
technology, and funding and maintenance of Neuroscience
Division), and which are not cured within 60 days
after-giving written notice to the Company of such breach.
You will be permitted to perform limited outside clinical
and consulting work not to exceed on the average six (6)
hours per week (twenty-four hours per month) on matters
(i) that do not interfere with your duties to the Company
and (ii) do not compete with the technologies, products,
programs or services being developed or offered by ViaCell
at that time,
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subject to the prior written consent of the Chief
Executive Officer of the Company or his designee which
consent shall not be unreasonable withheld or delayed. The
Company hereby consents to your providing such services to
NeuroRecovery Research, Inc.; eNOS Pharmaceuticals, Inc.;
Neurological Models, Inc.; and Puretech Ventures.
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 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.
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 included with this offer letter. 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
your employment relationship with the Company. Either you
or ViaCell have the right to terminate your employment at
anytime.
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, CEO
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/ Seth Finklestein 6/25/01
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Signature Date
To be mutually agreed,
[Intentionally omitted] expected to be 8/1/01
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Social Security Number Start Date