Exhibit
10.26


 


October 31, 2003


 


Dan Johnston


182 Jenkins Lane


Mountain View, CA 94043


 


Please
note: This offer letter supersedes any prior written or verbal offer.


 


Dear Dan:


 


Welcome to Omnicell!  We are
pleased to offer you the VP, General Counsel position reporting to me.  Your monthly salary will be $16,666.67,
which is an annual equivalent of $200,000. 
As part of this offer of employment, you are eligible to receive a sign-on
bonus of $10,000 (less applicable taxes) payable to you on your first paycheck
following your start date. If your employment is terminated prior to your
six-month anniversary date, you will be required to repay the total amount
(100%) of your sign-on bonus. If your employment is terminated after your 6
month anniversary date but prior to your 1 year anniversary date, you will be
required to repay half (50%) of the total amount.


 


Pending approval by our Board of Directors, the Board will award you
options to purchase up to 100,000 shares of Omnicell Common Stock at a price
equal to the fair market value of such shares on the date of grant.  The shares become exercisable over a
48-month period. One quarter (25%) of the shares vest one year after the
Vesting Commencement Date and 1/48 of the shares vest monthly thereafter over
the next three years. Additionally, you will be included in the “Change of
Control” Plan for Executives.  Details
are outlined in the attached document.


 


Additionally, pending approval by our Board of Directors, you will be
eligible to receive quarterly options to purchase 10,000 shares (40,000
annually) of Omnicell Common Stock at a price equal to the fair market value of
such shares on the date of grant.  The
quarterly shares become exercisable and vest immediately upon achievement of
certain milestones. If the quarterly milestones are not achieved, then 100% of
the shares granted shall vest 6 years after the Vesting Commencement Date.


 


Your start date of employment will be mutually determined upon
acceptance of this offer.


 


If your employment is terminated without cause you will receive
severance pay equivalent to twelve- (12) months’ salary at your base rate of
pay in effect immediately prior to termination. “Cause” is defined as (1)
conviction of any felony; (2) participation in fraud, misappropriation, embezzlement
or other similar act of dishonesty or material


 

















 


misconduct against the Company (or its subsidiaries or affiliates); or
(3) participation in any act materially contrary to the Company’s best
interests


 


Employment at Omnicell is at-will, which means it may be terminated by
you or by Omnicell at any time without liability, and is acknowledged by you
upon signing this offer letter. This offer is contingent upon successful
completion of background and reference checks.


 


We have competitive medical, dental, vision and term life plans as well
as a 401(k) and Employee Stock Purchase Plan (ESPP).


 


As a condition of employment and required by law, you must show proof
of citizenship, permanent residency in the United States or authorization to
work in the United States.  To complete
the federally-required verification form (I-9), we ask that you submit copies
of this documentation with your new hire materials during your first week of
employment.  Documents may include a US
Passport, birth certificate, Social Security Card, driver’s license or Alien
Registration Receipt Card.  In addition,
we require that you sign our Proprietary Information Agreement, which is
included with this offer letter.


 


If you have any questions, please give me a call at (650) 251-6482.  Please note the above offer is good for five
(5) days from the date of issue.


 


Again, we welcome you to Omnicell as we begin this exciting stage of
our Company’s development and look forward to working with you.  We believe you will make a significant contribution
to the Company and the opportunities available to you will be wide open as the
company grows to its potential.


 


Sincerely,


 


/s/ Dennis Wolf                                                    


Dennis Wolf


Executive Vice President of Operations, Finance and Administration
& CFO


 


 


 


To
indicate your acceptance of the Company’s offer, please sign and date this
letter in the space provided below and return it to Human Resources via
confidential fax at (650) 251-6277 along with your completed
and signed W-4 form.  A duplicate is
enclosed for your records. This letter, along with the Proprietary Information
Agreement, Policy Against Trading on the Basis of Inside Information and the
Code of Ethics between you and the Company, set forth the terms of your
employment with the Company and supersede any prior representations or
agreements, whether written or oral. 
This letter may not be modified or amended except by a written
agreement, signed by the Company and by you. 
The above offer is good for five (5) days from the date of issue.


 


 


	
  /s/ Dan Johnston

  	
   

  	
  11/6/03

  	
   

  
	
  Candidate Signature

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11/24/03

  	
   

  
	
   

  	
   

  	
  Anticipated Start Date