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EXHIBIT 10.5
VIACELL INC.
August 1, 2005
Anne Marie Cook
78 Walnut Street
Braintree, MA 02184
Dear Anne Marie,
On behalf of ViaCell, Inc. (the "Company"),
I am pleased to extend an offer of
employment to you. You have made an
outstanding impression throughout the
interview process, 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.
VIACELL CULTURE We are dedicated
to delivering revolutionary medicines
through development of important new therapeutic
applications. Every day you will be contributing to a
technology that is enriching of the lives of people in the
future. We hire innovative thinkers, with the skills and
capabilities to thrive on a high quality, success driven
team.
POSITION
General Counsel and Senior Vice President of Legal reporting
to 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.
COMPENSATION The starting
base salary for this position for the 2005
fiscal year will be $280,000 per year payable in bi-weekly
installments of $10,769.23. For the 2005 fiscal year and
thereafter, this base salary shall be subject to adjustment.
Currently our standard annual salary review process occurs
each January for senior management.
In addition, you will be eligible to participate in the
Management Bonus Plan at an annual target of 35% of your
base salary, payable annually based on agreed to company and
individual performance objectives. Eligibility will begin on
your start date and will be prorated for 2005. Your bonus
payout is determined based on achievement of both corporate
and individual goals.
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 up to 75,000 shares
of our Common Stock (the "Options"). The Options will be
incentive stock
options ("ISO's") to the extent allowable
under the Internal
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Anne Marie Cook
August 1, 2005
Page 2
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 the date of grant approval. The
Options will vest quarterly over four years beginning on the
last day of the first quarter after the date of commencement
of your employment. The Options will be granted under the
Company's 1998 Equity Incentive Plan pursuant to an ISO
certificate or non statutory 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.
ADDITIONAL
ViaCell will provide for twelve (12) months' severance pay
EMPLOYMENT
in the event of involuntary termination without cause or
TERMS
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 a
