EXHIBIT 10.9
VIACELL, INC.
September 12, 2002
Xxx xxx Xxxx
Executive Vice President
Genzyme Corporation
Xxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-1562
Dear Jan:
Thank you for your commitment to being a member of ViaCell, Inc.'s Board of
Directors. I look forward to our working relationship and appreciate your
involvement in our company's mission to deliver the highest quality cellular
medicines for the treatment of human disease. This letter is to confirm our
agreement effective August 12, 2002 that ViaCell will compensate you as outlined
below:
Fee of $3,500, for attending each Board of Directors meeting, paid
within 30 days of the meeting. Additionally, you will be granted 5,000
stock options, which will become exercisable one year from the grant
date.
You will attend six Board of Director meetings (schedule attached)
including a dinner the night before plus a half-day meeting.
Occasional calls, emails and correspondence me will be appreciated.
Alternatively, subject to approval by XxxXxxx's compensation committee, you may
take your cash compensation outlined above in shares of ViaCell common stock.
Should you choose stock in lieu of cash compensation, the calculation of the
amount of stock for which you are eligible will be based upon a value for
ViaCell common stock of $8.00 per share. For example, if you are owed $7,000,
you would be eligible to receive 875 shares of ViaCell common stock in lieu of
the $7,000 cash payment ($7,000 divided by $8.00).
ViaCell will reimburse you for miscellaneous travel expenses incurred on behalf
of the Company. Xxxx Xxxxxxx will arrange your flights and the flight cost will
be billed directly to ViaCell. Other business expenses should be submitted to
Xxxx Xxxxxxx. The Company will reimburse you in a timely fashion. I am confident
you will use good prudent business judgment as it relates to business travel
expenses.
It is further understood that while you are serving as a member of XxxXxxx's
Board of Directors, you will not serve as a consultant, employee, or in any
similar capacity with any entity or individual in competition with ViaCell, Inc.
and its Viacord Cord Blood Banking Service.
Sincerely,
/s/ Xxxx Xxxx
Xxxxxx to by:
Xxxx X. Xxxx
Chairman and Chief Executive Officer /s/ Xxx xxx Xxxx 9/20/02
-------------------------------
Xxx xxx Xxxx Date
Please initial to indicate whether you choose the cash or stock compensation as
described above:
_____ Cash compensation x Stock compensation
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000 Xxxxxxxxx Xxxxxx - Xxxxxx, XX 00000 - Phone (000) 000-0000
- Fax (000) 000-0000
