EXHIBIT 10.24


 


March 14, 2005


 


Alexander M.
Milstein, M. D.


 


Dear Dr. Milstein:


 


We are pleased to
offer you the position of Vice-President of Clinical Research at a salary of
$15,000 per month (which, if computed on an annual basis, would be equivalent
to $180,000), payable semi-monthly. You will report to me, and your start date
will be as soon as possible. This offer has been approved by the MacroPore
Board of Directors.


 


You will receive
MacroPore’s employee benefits comparable to MacroPore’s standard package,
including PPO medical insurance for you and your family, group life insurance,
group long-term disability insurance, and participation in our flexible
spending account and 401(k) plan. Your paid time off will be four (4) weeks per
year.


 


I understand that
you will remain in the Boston area for up to a year but then will relocate to
San Diego. During that time your expenses incurred in traveling to San Diego
from Boston to work in our office will be reimbursed to you as business travel
expenses. To assist in your relocation to


San Diego, we will
reimburse you for reasonable expenses incurred related to your move to San
Diego up to $45,000. You may at your discretion have this payable to you in a
lump sum to cover payments previously incurred by your recent move from
California to Boston. Please be advised that some of this amount may be taxable
income to you, and subject to withholding. You will also receive a car
allowance of $400/month upon your relocation to San Diego.


 


We will recommend
to the Board of Directors that it grant to you, under our Amended and Restated
1997 Stock Option and Stock Purchase Plan, 50,000 stock options. These stock
options, if granted by the Board, would vest monthly over four years (subject
to a 1-year cliff) starting from your first day of employment. The exercise
price would be equal to 100% of the fair market value of our stock as of the
date the Board acts to grant the options. The options will be exercisable once
they vest, subject to your remaining an employee of the Company, as described
in the stock option agreement you will receive from the Company.


 


You will have a
target annual bonus of 15% of your base salary, prorated for 2005 for the
number of months you are an employee. The bonus is usually paid in the first quarter
of each year, and is based upon your achievement of mutually agreed-upon
performance objectives during the preceding year.


 


Employment with
MacroPore is “at will” and may be terminated without cause by either
party.  This letter describes a written offer
of employment and does not constitute a contract.


 


Dr. Milstein, we
would be delighted to have someone of your caliber join our company. Please
sign below as acceptance of this offer and return a copy to me at your earliest
convenience. As discussed, your compensation package is subject to board
approval. Once you have accepted our offer, we will then move your package to
the board for their approval.


 


	
  Sincerely,

  
	
   

  
	
  /s/ Marc Hedrick

  	
   

  
	
  Marc Hedrick

  
	
  President

  



 


 


Acceptance:


I understand and
accept the above offer.


 


 


Signature:


 


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Alex
  Milstein

  	
   

  	
  01-May-2005

  	
   

  
	
  Alexander M.
  Milstein, M. D.

  	
   

  	
  Date