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Vincent E.
Estrada
1009 Chestnut Avenue
Wilmette, IL 60091
On behalf of
VISICU, Inc., I am pleased to present this revised offer for you to
take the position of VISICU’S Chief Financial Officer
reporting to Frank Sample, Chairman & CEO.
Your base
salary will be $8,500.00 semi-monthly ($204,000.00 if annualized)
less payroll deductions and all required withholdings. This is a
Senior Vice President level position and is eligible for an annual
bonus of up to 40% of your annual salary based upon company
performance, as well as your individual performance. Any bonus
payment in 2005 will be pro-rated based upon your hire
date.
To help
facilitate your move to Baltimore, VISICU will provide you with
relocation assistance. The terms of that assistance are outlined in
the attached relocation agreement (Attachment A).
Subject to
formal approval by the Board of Directors, you will receive a grant
of 325,000 options to purchase VISICU Common Stock at a strike
price of $1.80. This is equivalent to 1.2% of the fully diluted
shares of the company. These options vest over a period of four
years.
Should there be
a change of control, the vesting of these options will accelerate
to be 100% vested upon the occurrence of the event.
Should you be
terminated without cause within 36 months of your hire date,
your vesting will continue for another 12 months from your
last day of work. You will have an additional 12 months from
the final vesting date to exercise these options. This does not
apply should you voluntarily terminate your employment.
The definition
of “cause” for this document is the willful or
intentional act of the employee that has the effect of injuring the
business prospects of the Company or its affiliates in any material
respect; use of illegal drugs by the employee or repeated
drunkenness; conviction of the employee for the commission of a
felony involving moral turpitude; or the commission by the employee
of a material act of fraud or embezzlement against the
Company.
August 8,
2005
Vincent E. Estrada
Page 2
You are also
eligible for the management severance policy which provides for six
months of severance pay along with pro-rated annual bonus amount
should you be terminated without cause. This policy eliminates the
12 month employment requirement for Vice Presidents and
above.
After certain
eligibility requirements have been met, you will be eligible to
participate in our employee benefit program that includes health,
vision, dental, life and disability insurance, 401(k) plan and paid
leave.
As a condition
of your employment, you are required to sign the attached
Proprietary Information Agreement. If you have any questions about
the language, please feel free to call me. We wish to impress upon
you that you are not to bring with you any conf
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