exv10w8



 







Exhibit 10.8




August 8, 2005




Vincent E. Estrada

1009 Chestnut Avenue

Wilmette, IL 60091




Dear Vince:



On behalf of VISICU, Inc., I am pleased to present this revised offer for you to take the position
of VISICU’S Chief Financial Officer reporting to Frank Sample, Chairman & CEO.



Your base salary will be $8,500.00 semi-monthly ($204,000.00 if annualized) less payroll deductions
and all required withholdings. This is a Senior Vice President level position and is eligible for
an annual bonus of up to 40% of your annual salary based upon company performance, as well as your
individual performance. Any bonus payment in 2005 will be pro-rated based upon your hire date.



Relocation:



To help facilitate your move to Baltimore, VISICU will provide you with relocation assistance. The
terms of that assistance are outlined in the attached relocation agreement (Attachment A).



Stock Options:



Subject to formal approval by the Board of Directors, you will receive a grant of 325,000 options
to purchase VISICU Common Stock at a strike price of $1.80. This is equivalent to 1.2% of the
fully diluted shares of the company. These options vest over a period of four years.



Should there be a change of control, the vesting of these options will accelerate to be 100% vested
upon the occurrence of the event.



Should you be terminated without cause within 36 months of your hire date, your vesting will
continue for another 12 months from your last day of work. You will have an additional 12 months
from the final vesting date to exercise these options. This does not apply should you voluntarily
terminate your employment.




The definition of “cause” for this document is the willful or intentional act of the
employee that has the effect of injuring the business prospects of the Company or
its affiliates in any material respect; use of illegal drugs by the employee or
repeated drunkenness; conviction of the employee for the commission of a felony
involving moral turpitude; or the commission by the employee of a material act of
fraud or embezzlement against the Company.



 









 





August 8, 2005

Vincent E. Estrada

Page 2




Severance:




You are also eligible for the management severance policy which provides for six months of
severance pay along with pro-rated annual bonus amount should you be terminated without cause.
This policy eliminates the 12 month employment requirement for Vice Presidents and above.



Other Benefits:




After certain eligibility requirements have been met, you will be eligible to participate in our
employee benefit program that includes health, vision, dental, life and disability insurance,
401(k) plan and paid leave.



As a condition of your employment, you are required to sign the attached Proprietary Information
Agreement. If you have any questions about the language, please feel free to call me. We wish to
impress upon you that you are not to bring with you any confidential or proprietary material of any
former employer or to violate any other obligation to your former employers.



Please understand that VISICU is an at will employer, meaning that either you or the Company may
terminate the relationship at anytime with or without cause. As such, neither this offer letter,
your acknowledgement for the initiation of your employment, or the initiation of your employment,
promotions, positive performance reviews, pay increases, bonuses, increases in job duties or
responsibilities and other changes during employment will not change the at-will term of your
employment.



This letter, together with your Proprietary Information Agreement, forms the complete and exclusive
statement of your employment agreement with the Company. The employment terms in this letter
supersede any other agreements or promises made to you by anyone, whether oral or written. As
required by law, this offer is subject to satisfactory proof of your right to work in the United
States.



To indicate your acceptance of our offer, please return signed copies of this letter and the
Proprietary Information Agreement. A copy of this letter has been enclosed for you to retain.
This offer will remain open until August 10, 2005.



We look forward to your joining our team at VISICU, Inc. If you have any questions or require
additional information, please do not hesitate to call me at (410) 246-5358.



Sincerely,



/s/ Kathy
Herold               


Kathy Herold

VP Human Resources




 









 





August 8, 2005

Vincent E. Estrada

Page 3




I accept
the terms of this employment offer and will start my employment on To
Be Determined.






	 	 	 	 	 	 	 
	By:

	 	/s/ Vincent E. Estrada 	 	Date:	   8-8-05	 
	 

	 	Vincent E. Estrada	 	 	 	 







Attachment: Proprietary Information Agreement



 









 





Attachment A




RELOCATION ASSISTANCE — Vincent E. Estrada




You will be provided up to $100,000.00 in reimbursable expenses to assist with your relocation to
Baltimore. We have agreed that your primary office will be in Chicago until February 2006. During
this time it is expected that you will be in Baltimore for the time required for you to effectively
conduct your job.



By accepting the relocation assistance, you agree to repay the pro-rated amount of the relocation
assistance paid by VISICU should you voluntarily terminate your employment or are terminated for
“cause” within the two-year period from your relocation date with VISICU. This amount will be
prorated based on the remaining balance of the two year period and must be returned to VISICU
within 30-days of your termination date.




The definition of “cause” for this document is the willful or intentional act of the
employee that has the effect of injuring the business prospects of the Company or
its affiliates in any material respect; use of illegal drugs by the employee or
repeated drunkenness; conviction of the employee for the commission of a felony
involving moral turpitude; or the commission by the employee of a material act of
fraud or embezzlement against the Company.



In order for the relocation assistance to be considered non-taxable, you will be required to
provide VISICU’s payroll department with receipts totaling the amount of relocation. These
relocation receipts could include the following:




	•	 	Moving your household goods and personal effects to Baltimore,
Maryland including packing, crating, and transporting.
	 
	•	 	Traveling (including lodging) to your new home (excluding meals).
	 
	•	 	Storage and insuring household goods and personal effects within any
period of 30 consecutive days after the day your things are moved from
your former home and before they are delivered to your new home.
	 
	•	 	Expenses selling your home in Chicago and buying one in Baltimore.





Gross-up assistance will be provided on the taxable portion of the relocation assistance. Such
taxable and non-taxable amounts will be determined in accordance with the then applicable IRS
regulations. We recommend that you retain receipts for all your relocation expenses, as they may
be deductible items when filing your personal tax return. We recommend you speak with your tax
advisor for details.



If you accept the terms of the relocation package, please sign below and return with your signed
offer.



I accept the terms of this relocation package as defined above:






	 	 	 	 	 	 	 
	By:
	 	/s/ Vincent E. Estrada 	 	Date:	   8-8-05 	 
	 
	 	Vincent E. Estrada