Employment Agreement - ViaCell Inc. and Stephan Wnendt
VIACELL
December 29, 2004
Revised
Stephan Wnendt
Adenauer Allee 203
D-52066 Aachen
Germany
Dear Stephan,
On behalf of ViaCell, Inc. (the "Company"), I am pleased to extend our offer for
the new role of Senior Vice President, Research & Development. You have made an
outstanding impression during your tenure with ViaCell, and I am confident you
will succeed in this new role. Information about the details of our offer is
summarized below.
POSITION AND Senior Vice President, Research and Development, reporting to
DUTIES 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.
In this role, your duties will include the following:
- Full responsibility for development of our
established therapeutic programs, including CB001,
Cardiac and Islet
- Management of our Research operations, including
our Singapore Research Center team; this duty
includes but is not limited to your continuing to
be a member of the management board
("Vorstandsmitglied") of Kourion Therapeutics AG,
Germany, as long as the Supervisory Board of
Kourion Therapeutics AG requests it; upon
termination of your employment with ViaCell, Inc.,
you are entitled to resign from your office as
"Vorstandsmitglied" at Kourion Therapeutics AG.
- Successful transfer of the Cardiac program to the
U.S.
COMPENSATION The base salary for this position will be $230,000, which is
effective October 13, 2004, upon Board approval. Payment of
the base salary will fully compensate each and all of your
efforts and activities, especially your activity for Kourion
Therapeutics AG. You will receive no extra-compensation for
your activities as member of the management Board of Kourion
Therapeutics AG. If you should have any remuneration claims
vis-a-vis Kourion Therapeutics AG under your contract and/or
statutory and/or case law, these remuneration claims shall
reduce the compensation owed by ViaCell, Inc. accordingly.
In addition, you will be eligible to participate in the
Management Bonus Plan at an annual target of $75,000 of base
salary, payable annually based on agreed to
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S. Wnendt SVP R&D Offer
December 29, 2004
Page 2
company and individual performance objectives. Your bonus
payout is determined based on achievement of both corporate
and individual goals. In 2004, your bonus guarantee of 50% of
target stated in your previous agreement will be retained.
We will transfer you to the U.S. payroll effective January 1,
2005, consistent with the tax consultant's recommendation.
Until that time you will be paid in Germany, and your pay rate
will be E192000 base with a E62,500 bonus (based on $230K and
$75K USD divided by a 1.2 average exchange rate.)
BENEFITS While on German payroll, you will not participate in U.S.
benefits. With your January 1, 2005 switch to U.S. payroll,
you will have eligibility for benefits.
We recognize that you will be required to maintain
dual-country health insurance benefits while your family
remains in Germany. To this end, the company will pay for your
U.S. individual plan health insurance in full while you family
remains in Germany. Upon their move, you will all be under
ViaCell's family insurance plan and at that time you would
contribute the standard employee cost of 20% of premium.
Lisa Gfatter will review U.S. benefits with you and help you
enroll in relevant plans.
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 an additional 80,000 shares of
our Common Stock (the "Options"). The Options will be
incentive stock options ("ISO's") to the extent allowable
under the Internal 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 your effective date;
your fair market value price is $5.00 per share. The Options
will vest quarterly over four years beginning on the last day
of the first quarter after your effective date. The Options
will be granted under the Company's 1998 Equity Incentive Plan
pursuant to an ISO certificate or nonstatutory 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.
RELOCATION You will receive a full relocation package to assist in your
move to the greater Boston, Massachusetts area by the end of
2005.
You full relocation benefits will be detailed separately after
discussion of your personal situation and needs and
determination of a final budget. Your assistance package will
include:
- Temporary living with company-paid apartment at 80
Wendell Street #5 in Cambridge, MA
- Company-paid lease of an automobile for your use
while in temporary living
- Assistance on home sale and purchase
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S. Wnendt SVP R&D Offer
December 29, 2004
Page 3
- Movement of personal and household goods and
storage, if required
- Travel to the new location for you and family -
Househunting trip expenses for you and your family
- Tax counsel on your relocation and transition to
U.S.
IMMIGRATION The Company will sponsor and pay all costs associated with
AND VISA your L-1A management transfer visa. We will also support your
petition for permanent residency, which we'll begin at a
later date to be determined.
ADDITIONAL ViaCell will provide for twelve months' severance pay in the
EMPLOYMENT TERMS 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 and medical and dental benefit
contributions for a period of twelve months in accordance with
its regular payroll practices at such time. If the Company
terminates your employment with "cause," then ViaCell will
continue paying your base salary for a period of thirty days
and all options will cease to continue vesting as of the date
of termination. 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.
This offer of employment supersedes all prior agreements with ViaCell and its
entities, especially the offer letter dated September 4/12, 2003. The employment
shall be governed by the law of Massachusetts.
I am very excited about the future of ViaCell and believe that the opportunities
presented for our continued therapeutic success will allow you significant
personal and professional growth. I am more confident than ever of our success
with you in this key role. I look forward to working closely with you over the
coming years ahead.
Sincerely,
/s/ MARC BEER
Marc Beer
Chief Executive Officer
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S. Wnendt SVP R&D Offer
December 29, 2004
Page 4
/s/ STEPHAN WNENDT
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Signature Date
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Social Security Number Start Date