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EXHIBIT
10.19
OFFER
LETTER
March 29, 2005
Mr. Scott Hayashi
3750 Altura Ave.
La Crescenta, CA 91214
We are pleased to offer you a
full-time position with Arbios Systems, Inc. (“Arbios”)
as Chief Financial Officer, which is an exempt position. Specifics
of our offer include:
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You will be compensated at an
annualized rate of $105,000 paid twice monthly, before withholding
of Federal and State income taxes, Social Security, and other
customary deductions.
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You will receive an annual bonus
equal to 15% of your gross salary paid in January 2005, before
withholding of Federal and State income taxes, Social Security, and
other customary deductions.
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We are pleased to offer you as a
bonus related to your promotion, a five-year qualified stock option
to purchase 10,000 shares of the Company's common stock, to be
granted pursuant to the Company's Stock Option Plan. The shares
will be exercisable at $1.85/share (the closing price on the day
that the Board of Directors approved the stock option) and 50%
shall vest immediately, with the remaining 50% vesting upon the one
year anniversary of the grant date of the option.
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Your performance shall be reviewed
annually against mutually agreed upon goals. At that time,
appropriate upward compensation adjustments may be made in the form
of increased salary. Your review shall be in January 2006 with any
compensation adjustments to be effective in February
2006.
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All requests for time off (other
than holidays observed by all of Arbios’s employees) should
be approved in advance by Jacek Rozga, MD, PhD. You will report to
Jacek Rozga, MD, PhD. and will perform such tasks as are usually
and customarily performed by persons holding the title of Chief
Financial Officer.
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You will be entitled to three weeks
vacation to be taken i
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