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EXHIBIT 10.24
Xx. Xx Xxxxxxx
000 Xxxxxxxxxx
Xxxxxx xxx Xxx, XX 00000
Dear Ed:
This letter will confirm that Ocular Sciences, Inc. (the "Company") has
retained you to assist it with identifying and consummating a possible
acquisition or business combination. You will provide such services to the
Company in this regard as the Company reasonably requests, including meeting
with principals and professionals involved in the transaction, preparing
analysis, and assisting in the structuring of the transaction.
As you are aware, the Company has previously entered into an agreement
with Xxxxxx Xxxxxxx & Co. Incorporated dated December 16, 1998, as amended
August 31, 1999, to provide related services (the "Xxxxxx Agreement").
This letter will confirm to you that if the Company enters into a
"Transaction", then you will be entitled to a fee of 3/8% of the "Aggregate
Value" of the Transaction, if the Transaction involves one other company, and
1/2% of the Aggregate Value of the Transaction if the Transaction involves more
than one other company in a substantial way. In no event will your total fee be
greater than 1/2% of the Aggregate Value of the Transaction. The terms
"Transaction" and "Aggregate Value" shall have the meanings set forth in the
Xxxxxx Agreement. The minimum fee set forth in the Xxxxxx Agreement shall not
apply to this relationship.
The Company will also reimburse you for your reasonable expenses incurred
in the performance of your services hereunder, as such expenses are incurred,
including travel costs, document production and document delivery, provided
that expenses in excess of $45,000 per month need to be approved by the Company
in advance.
You will maintain the confidentiality of all Company confidential
information and will only disclose such information with the approval of an
officer of the Company.
The Company will have no obligation to accept a proposed Transaction, and
may reject any and all proposals in its sole discretion. Additionally, the
Company may terminate your services at any time. If the Company terminates your
services, then you will be entitled to (i) payment for reimbursable expenses
incurred prior to the date of termination and (ii) the Transaction fee set
forth above for any Transaction consummated on or before November 18, 2000. If
the Company does not consummate a Transaction by November 18, 2000, then the
Company will pay you at such time, for your hours actually expended in
performing the services hereunder, at a rate of $300 per hour, up to a maximum
of $45,000 and your services will be terminated.
Ed, if the foregoing accurately reflects our agreement, please sign below
to so indicate.
Very truly yours,
/s/ XXXX XXXXX
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Xxxx Xxxxx, Chairman of the Board
Accepted and Agreed:
/s/ XX XXXXXXX
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Xx Xxxxxxx
