ViaCell Inc. Contracts
Sample Business Contracts
Employment Agreement - ViaCell Inc. and Kurt Gunter
Employment Forms
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VIACELL
May 14, 2001
Kurt Gunter
5 Birch Hill Lane
Lexington, MA 02421
Dear Kurt:
On behalf of ViaCell, Inc. (the "Company"), I am pleased to extend an offer of
employment to you contingent upon verification of favorable references. You have
made an outstanding impression, 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 Senior Vice President, Clinical and
Regulatory Affairs/Government Relations,
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
will be $210,000.00 per year payable in
bi-weekly installments of $8,076.92.
In addition, you will be eligible to
participate in the Executive Management
Bonus Plan at an annual target of 20% base
salary, which will be pro-rated based upon
your hire date and payable based on agreed
to performance objectives.
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, an incentive stock option to
purchase up to 120,000 shares of our Common
Stock and up to an additional 40,000 shares
based on agreed to performance objectives.
The exercise price of the options
will-equal-the fair market value of our
Common Stock as determined by the Board of
Directors on the date of the grant. The
options will vest quarterly over four years,
and any other terms or conditions that the
Board of Directors may require.
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ADDITIONAL EMPLOYMENT TERMS ViaCell will provide for six months'
severance pay in the 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 for a
period of six months in accordance with its
regular payroll practices at such time. 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; (ii) any
breach by the Company of any material
provision contained herein; or (iii) any
requirement by the Company that you perform
your principal duties outside a radius of 60
miles from either of the Company's Boston or
Worcester locations.
BENEFITS Because we care about the well being of our
employees, we are pleased to provide you
with comprehensive offering of benefits. Our
benefits currently include medical, dental,
life insurance, three weeks vacation
(accrued monthly and prorated during your
first calendar year of employment), balance
benefit, educational assistance and
flexible-spending accounts. Additional
information about these benefits is outlined
in the enclosed summary.
ELIGIBILITY FOR EMPLOYMENT The Immigration Reform and Control Act of
1986 requires ViaCell to review documentary
evidence that you are eligible for
employment. This requirement applies to US
citizens, as well as foreign nationals. A
list of approved documents that are
acceptable as verification of employment
eligibility are listed on page two of the
I-9 form which will be included with your
orientation packet. Please bring the
appropriate documents with you on your first
day of employment.
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<PAGE>
EMPLOYMENT RELATIONSHIP While we look forward to a long and
mutually beneficial relationship, you
acknowledge that this letter does not
constitute a contract of employment for any
particular period of time and does not
affect the at-will nature of the employment
relationship with the company. Either you or
ViaCell have the right to terminate your
employment at any time.
We are very excited about the future of ViaCell and believe that the
opportunities presented will allow you significant personal and professional
growth. If you have any questions or concerns, please do not hesitate to contact
me anytime. We look forward to having you join our team!
Sincerely,
/s/ Marc D. Beer
Marc D. Beer
Chief Executive Officer
Please acknowledge your acceptance of this offer by signing a copy of
this document along with the Agreement Related to Intellectual Property and
Confidential Information and faxing it to Kristin Dickson at 617-247-6271. This
offer will remain in effect for a period of seven (7) calendar days from the
date of this letter.
/s/ Kurt Gunter 17 May 01
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Signature Date
XXX-XX-XXXX on or before 16 July 2001
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Social Security Number Start Date
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