Directorship Agreement - ViaCell Inc. and Vaughn Kailian
VIACELL, INC.
November 4, 2003
Vaughn Kailian
Vice Chairperson
Millennium Pharmaceuticals
75 Sidney Street
Cambridge MA 02139
Dear Vaughn:
We are pleased to confirm our offer to join ViaCell's Board of Directors in the
role of Chairman of the Board. This role will be effective January 1, 2004.
ViaCell greatly values the leadership, knowledge and experience you will bring
to this role. The entire Board and Management team look forward to our working
relationship and appreciate your involvement in our company's mission to deliver
the highest quality cellular medicines for the treatment of human disease.
ViaCell's compensation commitment to your Chairman role, effective January 1,
2004, is outlined below:
- Annual retainer of $100,000 per year, payable in January 2004
- Stock options in the amount of 160,000, priced at $5 per
share, which is the current fair market value. These options
vest 25% annually over four years. Your options will have an
effective grant date of January 1, 2004.
- Fees per meeting of $2,000. Currently, there are six scheduled
meetings on the 2004 calendar. We also hold a dinner the night
before each meeting, with most meetings scheduled for a
half-day duration. You will be reimbursed for all travel
expenses incurred on behalf of Company business. Meeting fees
are paid within one week of the meeting, while expenses are
reimbursed within a week of submittal of receipts.
It is understood that you will also be required to participate in occasional
calls, e-mails and correspondence. It is further understood that while you are
serving as Chairman of ViaCell's Board of Directors, you will not serve as a
consultant, employee, or in any similar capacity with any entity or individual
in competition with ViaCell, Inc. and its Viacord business.
Again, we are extremely excited about the strength you'll bring to our Board.
Sincerely,
/s/ Paul Hastings
Paul Hastings
Chairman of the Compensation Committee
ViaCell Board of Directors, on behalf of the Board of Directors
Accepted: /s/ Vaughn Kailian Date: ___________
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Vaughn Kailian
131 Clarendon Street, 3rd Floor, Boston, MA, 02116
Phone (617) 603-4601 - Fax (617) 247-6271