VIACELL, INC. | ||
(Exact name of registrant as specified in its charter) | ||
Delaware | 000-51110 | 04-3244816 | ||
(State or other jurisdiction of of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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245 First Street, Cambridge, Massachusetts 02142 | ||
(Address of Principal Executive Offices) (Zip Code) | ||
| Annual retainers for non-employee directors other than the chairperson of the registrants Board of Directors. The annual retainer payable to each non-employee director (other than the chairperson) was increased to $40,000. These non-employee directors will also receive an additional annual retainer for serving on the standing committees of the Board of Directors as follows: $20,000, $12,000, $8,000 and $6,000, respectively, for the chairs of the Audit Committee, the Compensation Committee, the Regulatory Compliance Committee, and the Nominating and Corporate Governance Committee; and $10,000, $6,000, $4,000 and $3,000, respectively, for the non-chair members of the Audit Committee, the Compensation Committee, the Regulatory Compliance Committee, and the Nominating and Corporate Governance Committee. These non-employee directors will no longer receive separate fees for attending meetings of the Board of Directors or its standing committees, but will be entitled to receive $1,000 for attending meetings of special (non-standing) committees of which they are a member. | ||
| Annual retainer payable to the chairperson of the registrants Board of Directors. The annual retainer payable to Vaughn Kailian, the chairperson of the registrants Board of Directors, was increased to $150,000. Mr. Kailian will not receive additional fees for attending meetings of the Board of Directors or of any committee on which he serves. | ||
| Stock options. The number of shares of the registrants common stock underlying stock options granted to each non-employee director upon such directors initial election to the Board of Directors was increased to 30,000 shares (such options vesting as to 25% of the shares on the grant date and 25% of the shares on the first three anniversaries of the grant date). In addition, the number of shares of the registrants common stock underlying stock options granted to each non-employee director (other than Mr. Kailian) at each annual stockholders meeting was increased to 15,000 shares (such options to vest in twelve equal monthly installments beginning on the grant date). |
VIACELL, INC. |
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Date: May 25, 2006 | By: | /s/ Anne Marie Cook | ||
Name: | Anne Marie Cook | |||
Title: | General Counsel, Senior Vice President, Business and Corporate Development | |||