Exhibit
10.22


 


March 7, 2003


 


Chusak Siripocanont


 


Dear Chusak:


 


Welcome to Omnicell!  We are pleased to offer you the Sr. Vice
President of Engineering, Quality and Manufacturing position reporting to
me.  Your monthly salary will be $18,750,
which is an annual equivalent of $225,000.


 


Pending approval by our
Board of Directors, the Board will award you options to purchase up to 225,000
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.  Additionally, you will be
included in the “Change of Control” Plan for Executives.  Details are outlined in the attached
document.


 


Additionally, in the year
2003, you are eligible to receive quarterly options to purchase 10,000 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 and vest immediately upon achievement of certain milestones.


 


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.


 


Your start date of
employment will be mutually determined upon acceptance of this offer.  This offer is contingent upon successful
completion of a background check.


 


We have a competitive
medical, dental and vision plans as well as term life, long term disability
insurance policies and a 401(k) plan.


 


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, Insider Trading Policy,
Trading for Covered Persons and the Code of Conduct which are 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 through March 14, 2003.


 


Again, we welcome you to
Omnicell as we begin this exciting stage of our Company’s development and look
forward to working with you again.  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 P. WOLF

  	
   

  
	
  Dennis Wolf

  
	
  Executive VP Operations
  & 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 and the Policy Against Trading on the Basis of Inside Information
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.


 


	
  /s/ CHUSAK SIRIPOCANONT

  	
   

  	
  MARCH 10, 2003

  	
   

  
	
  Candidate Signature

  	
  Date

  
	
   

  	
   

  
	
   

  	
  MARCH 7, 2003

  	
   

  
	
   

  	
  Anticipated Start Date

  



 


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