exv10w1



 







Exhibit 10.1




April 4, 2006




James Corbett




Dear Jim,



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

	 	President of ViaCell Reproductive
Health 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 2006 fiscal year
will be $250,000 per year
payable in bi-weekly installments of
$9,615.38. For the 2007 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 2006.
Your bonus payout is determined
based on achievement of both
corporate and individual goals.
	 
	 	 
	 

	 	Finally, you will receive a sign-on
bonus of $10,000.00 payable on April
28, 2006, which is the first full
paydate after your start on April
10, 2006.
	 
	 	 
	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 90,000
shares of our Common Stock (the
“Options”). The Options will be
incentive stock options (“ISO’s”) to
the extent allowable under the
Internal






 









 





J. Corbett

April 4, 2006

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

Employment

Terms

	 	ViaCell will provide for
twelve (12) 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 and medical
and dental benefit contributions for
a period of twelve (12) 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; or
(ii) any breach by the Company of
any material provision contained
herein.






 









 





J. Corbett

April 4, 2006

Page 3





	 	 	 
	Change of

Control

	 	Upon a Change of Control with the
Company, if the company terminates
your employment without “cause”
within twelve months of the change
in control or you voluntarily resign
for “good reason”, all options
granted as of that date shall become
fully vested and exercisable and
ViaCell will continue paying your
base salary and benefits for a
period of twelve (12) months
following the date of termination.
The options will continue to be
subject to the grant provisions
under the 1998 Plan. A “Change in
Control” shall mean: (i) a merger,
consolidation or similar combination
after which 50% or more of the
voting stock of the surviving
corporation is held by persons who
were not stockholders of the Company
immediately prior to such merger or
combination; (ii) the sale, transfer
or other disposition of all or
substantially all of the Company’s
assets to one or more persons (other
than any wholly owned subsidiary of
the Company) in a single transaction
or series of related transactions;
or (iii) any person or related group
of persons (other than the Company
or a person that directly or
indirectly controls, is controlled
by, or is under common control with
the Company) directly or indirectly
acquires beneficial ownership
(determined pursuant to Rule 13d-3
promulgated under the Securities
Exchange Act of 1934, as amended) of
securities possessing more than 50%
of the total combined voting power
of the Company’s outstanding
securities pursuant to a tender or
exchange offer made directly to the
Company ‘s stockholders.
	 
	 	 
	Benefits

	 	Because we care about the well being
of our employees, we are pleased to
provide you with a comprehensive
offering of benefits. Our benefits
currently include medical, dental,
life insurance, 401k, three weeks
vacation (accrued monthly and
pro-rated 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.
	 
	 	 
	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.






 









 






J. Corbett

April 4, 2006

Page 4



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 Beer




Marc 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 Code of Ethics, and faxing all to Kathleen Hayes. This offer will remain in effect for
a period of seven (7) calendar days from the date of this letter.




	 	 	 	 	 
	/s/ James Corbett

	 	          4/7/06
	 	     
	 

	 	 	 	 
	Signature

	 	Date	 	 
	 
	 	 	 	 
	 

	 	          4/10/06	 	 
	 

	 	 	 	 
	Social Security Number

	 	Start Date