EX-10.21



 Exhibit 10.21 
  





 
 March 6, 2015 
 Ian
Massey, PhD 
 250 South Gordon Way 
 Los Altos, CA 94022 

Dear Ian, 
 On behalf of StemCells, Inc., I am pleased to offer
you the position of President and Chief Operating Officer, on the following terms and conditions: 
  

	(1)	Job Responsibilities. Unless otherwise agreed in writing, your first day of employment will be on March 23, 2015. You will report directly to me and work at our offices located at 7707 Gateway Blvd in
Newark, California. Initially your duties and responsibilities will include, but will not be limited to, oversight and management of the following functions: (1) Preclinical and Clinical Research, (2) Clinical Operations, (3) cGMP
Manufacturing, (4) Regulatory Affairs, (5) Quality Systems, and (6) Animal Services. 

  

	(2)	Salary. Your base salary will be at the rate of $380,000 per year, paid bi-weekly, every other Friday. In addition, you will be eligible for a bonus of up to 40% of your annual base salary (calculated as of
January 1 of the year for which bonuses are awarded). Funding of the bonus program is at the discretion of the Company’s Board of Directors and is based upon their evaluation of the Company’s performance versus previously determined
goals for the year. You will be eligible for inclusion in the Bonus Plan for the 2015 fiscal year on a pro rata basis, based on your performance from your date of hire through December 31, 2015. 


 

	(3)	Restricted Stock Units. Subject to approval by the Company’s Board of Directors, you will be granted on your hire date Restricted Stock Units (“RSUs”) under the Company’s 2012 Commencement
Inventive Plan (the “2012 Plan”), entitling you to receive seven hundred fifty thousand (750,000) shares of Company common stock. These RSUs have performance based vesting tied to the timely and successful conduct and completion
of the Phase II clinical studies in spinal cord injury and dry AMD with the opportunity to vest over three years. See Attachment #1 for the specific goals and the vesting schedule. Upon hire, you will receive an “Equity Award
Agreement” under the 2012 Plan to confirm the terms and conditions of these grants, including the fact that grants under the 2012 Plan are subject in their entirety to the provisions of the 2006 Equity Plan such as continued employment to
receive vested shares. A copy of the Prospectus for the 2006 Equity Plan will be provided to you when your employment begins. All grants under the “2012 Plan” are subject to shareholder notification through a press
release.

  

	(4)	Benefits. As an employee of StemCells, you will be eligible to participate in a comprehensive benefits program which currently includes: medical, dental and vision benefits for you and your dependents; term life
insurance equivalent to two times your 

  
  

7707 Gateway Boulevard Newark, CA 94560 USA 

T +1 (510) 456-4000 • F +1 (510) 456-4001 

www.stemcellsinc.com 







 
annual base salary up to $800,000 plus an additional policy for $50,000; short and long-term disability insurance; and a 401(k) savings plan and employer match, which is currently made in Company
stock. You will be eligible to participate in these plans on the first of the month following your start date, except that you may elect to participate in the 401(k) plan immediately. Details of these benefit plans will be provided to you upon your
employment. Your paid time off (PTO) as a full-time employee will be 25 days (200 hours) per year, accrued at a rate of 7.69 hours per pay period, up to the maximum accrual permitted by Company policy. In addition, the Company currently offers eight
paid holidays per year. 
  

	(5)	Employment Documentation; Fitness to Work. As a condition of employment with StemCells, you will be required to: (1) sign and return both a copy of this letter and a copy of the enclosed Employment
Agreement, which prohibits among other things the unauthorized use or disclosure of Company proprietary information and requires the assignment of intellectual property (IP) rights to any invention made by you as part of your work at StemCells; and
(2) on or before the first day of your employment, provide documents from the enclosed List of Acceptable Documents which prove your identity and right to work in the United States. You will also be expected to (i) abide by Company rules
and regulations, (ii) sign and comply with the Company’s Code of Ethics and Conduct, Harassment Policy and Publication Policy, and (iii) acknowledge in writing that you will read and comply with the Company’s Employee Handbook.
You also must sign and return at least one week before your first day of employment the enclosed employment application and release authorization for a background check. This offer is contingent on satisfactory completion of reference checking by
the Company. 

 You have an option to receive the Hepatitis B vaccine which is paid for by the Company. A form to elect or
decline the vaccine is enclosed. Please fill out the form, sign and return it to me. 
  

	(6)	Confidentiality. As a Company employee, you will be expected not to use or disclose any confidential information, including trade secrets, of any former or current employer or any other person to whom you have an
obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally
in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former or current employer or other person to whom you
have an obligation of confidentiality. During our discussions about your proposed job duties, you assured us that you would be able to perform your responsibilities within the guidelines just described. 


 

	(7)	At-Will Employment; Termination and Termination of Benefits. As set forth in your Employment Agreement, your employment with StemCells will be on an at-will basis and for an unspecified duration, which means that
neither this Letter Agreement nor any policy or procedure of StemCells (including the stock vesting and other payments made to you by the Company over time based on your continued employment with the Company), nor any verbal representation, shall
confer any right to continuing employment. Either you or StemCells may terminate your employment relationship at any time with or without cause. In addition, the Company expressly reserves the right to modify your compensation and benefits from time
to time as it deems necessary or advisable. In the event of termination of your employment, you will not be entitled to any severance pay or other benefits, damages or compensation of any kind, except as provided in this Letter Agreement.









 If your employment with StemCells is involuntarily terminated without cause at any time, you will
be provided with salary continuation and benefits continuation under COBRA from the date of termination until the date twelve (12) months after the effective date of termination equal to the salary which you were receiving at the time of such
termination; payments shall be paid in accordance with the Company’s standard payroll practices upon the receipt of a signed general release of any claims, whether known or unknown, against the Company and its agents. 

If the event of a Company change of control and either (i) your employment is involuntarily terminated, or (ii) you voluntarily
terminate your employment because your job responsibilities have been materially and adversely impacted as a result of the change of control, you will be provided with salary continuation and benefits continuation under COBRA from the date of
termination until the date twelve (12) months after the effective date of termination equal to the salary which you were receiving at the time of such termination; payments shall be paid in accordance with the Company’s standard payroll
practices upon the receipt of a signed general release of any claims, whether known or unknown, against the Company and its agents. 
 If
your employment is terminated for cause or you choose to resign without good cause, you will not be entitled to any severance payments or other benefits. 

This letter, which includes your Employment Agreement, supersedes all prior discussions, agreements and writings with regard to your employment and any
related matters. The terms of this conditional offer can only be amended in a written document signed by you and an officer of the Company. 
 Please
indicate your acceptance of the terms and conditions of this conditional employment offer by signing this letter and the enclosed Employment Agreement and returning them both to me. 

On behalf of the entire Company, I am delighted at the prospect of your joining us as President and Chief Operating Officer, as we work together to deliver
the promise of this exciting technology to physicians and patients, while at the same time creating value for our employees and shareholders alike. We truly believe that you will greatly contribute to the success of StemCells, and we all look
forward to working with you. 
 Sincerely, 
 /s/ Martin
McGlynn 
 Martin McGlynn 
 President and CEO 

 

			
	Enclosures:	  	Attachment #1: Corporate Milestones and Performance Based RSU Milestones
		  	Employment Agreement
		  	List of Acceptable Documents
		  	Form to elect or decline Hepatitis B vaccine
		  	Code of Ethics and Conduct
		  	Release Authorization
		  	Employment Application








 I accept the foregoing conditional offer of employment on the terms and conditions outlined above. 

 

			
	 /s/ Ian Massey, D.Phil.
	 	March 8, 2015
	Ian Massey, D.Phil.	 	Date