Exhibit 10.18
October 8, 2001
Xx. Xxxxx X. Xxxxx
000 Xx. Xxxxxxx Xxxx
Xx. Xxxxx, XX 00000
Re: Consulting Agreement
------------------------
Dear Xx. Xxxxx:
I am pleased to advise you that the Compensation Committee of our Board of
Directors today approved your engagement as a consultant and, as consideration
for your services and in anticipation of your election as a director at our
Board's November meeting, the grant to you of a non-qualified option for 12,000
shares. A copy of the Committee's Action approving the consulting agreement and
option is enclosed.
The terms of your consulting agreement are as follows:
.. You will, until February 8, 2003, provide six (6) consulting days of
service to us, at our executive offices, on mutually convenient dates,
reporting to the President/CEO. [You may also be available on other dates
for short follow-up telephone consultations and conferences.]
.. As compensation for the consulting services described above, we will issue
to you the option approved by our Compensation Committee.
.. The option is enclosed. Pursuant to our Compensation Committee's Action,
it is subject to and conditional upon your execution of this agreement,
your providing the consulting services required thereby, and your election
and serving as a director. Moreover, pursuant to our form of option, it
becomes exercisable in installments (as provided for therein) at $ 7.09
per share (today's closing market price), and it expires in five years or,
if earlier, 90 days after you are no longer a consultant or director.
.. We will also reimburse you for your reasonable out-of-pocket expenses
incurred as our consultant.
.. We may ask you to provide consulting services, in addition to the services
provided for above. Subject to your availability due to prior commitments,
you will provide such services. We will compensate you for such services
at the rate of $1,500 per day.
If the above sets forth all the terms relating to your consulting services and
our compensation for the services, please sign and return a copy of this letter.
The terms may not be changed other than by a signed writing.
Sincerely, Accepted:
/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxxx Xxxxx X. Xxxxx Date:
President & Chief Executive Officer
Xxxxx Medical Corp.
cc: Xxxxxx X. Xxxxxx, Chairman of the Board
