Exhibit 10.2
V.I. Technologies, Inc.
May 9, 2005
Samuel K. Ackerman, M.D.
175 King’s Grant
Road
Weston, MA 02493
Dear Skip:
On behalf of V.I. Technologies, Inc.
(“Vitex” or the “Company”), I am pleased to
extend an offer of employment to you. The following summarizes the
terms of your anticipated employment with Vitex. Of course, not all
the terms and requirements of your employment can be set forth in
this letter, and I encourage you to contact me or our Human
Resources department with any questions you may have.
1. Position : Your initial position will
be as Chairman and Chief Executive Officer reporting to the Board
of Directors. As a Vitex employee, we expect that you will perform
any and all duties and responsibilities normally associated with
your position in a satisfactory manner and to the best of your
abilities at all times.
2. Starting Date/Nature of Relationship :
Your employment with Vitex will be effective as of March 11,
2005. No provision of this letter shall be construed to create an
express or implied employment contract, or a promise of employment
for any specific period of time. Your employment with Vitex is
at-will employment, which may be terminated by you or Vitex at any
time for any reason with or without advance notice.
3. Compensation/Benefits : Your initial
base pay shall be annualized at $350,000, minus customary
deductions for federal and state taxes and the like, and shall be
paid in accordance with the Company’s usual payroll
practices. Assuming you are still employed by Vitex, you will also
be eligible to receive an Annual Cash Bonus at the end of each
calendar year you are employed by the Company. The award and amount
of any Annual Cash Bonus shall be determined at the sole discretion
of Vitex, based on the achievement of mutually agreed upon
performance goals, and will be based on your job performance and
the overall financial performance of the Company. Any Annual Cash
Bonus shall not exceed an amount equal to 50% of your annualized
base pay unless authorized by the Board and will be paid within
sixty (60) days following the end of the year to which it
relates.
In connection with your employment,
the Vitex Board of Directors has approved an initial option to
purchase 860,000 shares of common stock (“Initial Option
Grant”) in Vitex at the current fair market value, pursuant
to the terms of a formal stock option agreement. Neither the formal
Stock Option Certificate nor any applicable Vitex stock plan
creates any obligation on the Company’s part to employ you
for any particular period of time. Of the 860,000 shares, 430,000
will become exercisable on a time-based basis at the rate of
1/48 th per month beginning on
April 11, 2005 and continuing as set forth in your stock
option certificate. The remaining 430,000 shares will vest on
March 11, 2010, provided that vesting may be accelerated by
the Board based on the achievement of performance milestones
mutually agreed upon by you and
the Board of Directors, which milestones shall
be established within 60 days of the date of execution of this
agreement and shall be reflected in the stock option
certificate.
In addition to your compensation,
you may take advantage of various benefits offered by Vitex,
including Vitex’s medical, disability and life insurance,
dependent care and medical flexible spending plans, 401(k) plan,
and paid vacation and holiday time. These benefits, of course, may
be modified or changed from time to time at the sole discretion of
the Company. Vitex’s present benefit structure and other
important information about the benefits for which you may be
eligible are available from Human Resources. Where a particular
benefit is subject to a formal plan (for example, medical insurance
or life insurance), eligibility to participate in and receive any
particular benefit is governed solely by the applicable plan
document. Vacation and holidays are governed by Company policy.
Subject to those policies, you will be eligible to earn up to 4
weeks of vacation and 10 holidays each year. Should you ever have
any questions about Vitex benefits, you should ask the Company for
a copy of the applicable plan document or policy.
4. Confidentiality/Proof of
Employability: Our offer is contingent on your execution of the
attached Employee Non-Disclosure, Non-Competition and Inventions
Agreement. This Agreement is necessary to protect the
Company’s trade secrets, confidential information and/or
goodwill. Also, your employment is contingent on your provision of
all documents required to verify your eligibility to work in the
United States.
5. Termination of Employment/Severance and
Other Benefits : As stated, your employment with Vitex is at
will, which means that either you or Vitex may end
