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Exhibit 10.01
[OCULAR SCIENCES LOGO]
June 7, 2000
Mr. Ed Cummins
939 Sandcastle
Corona del Mar, CA 92625
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 Morgan Stanley & Co. Incorporated dated December 16, 1998, to provide
related services (the "Morgan 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
Morgan Agreement. The minimum fee for a Transaction set forth in this agreement
shall be $250,000.
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 $10,000 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
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[OCULAR SCIENCES LOGO]
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/ JOHN FRUTH
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John Fruth
Chairman of the Board
Accepted and Agreed:
/s/ ED CUMMINS
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Ed Cummins
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OCULAR SCIENCES
June 7, 2000
Mr. Ed Cummins
939 Sandcastle
Corona Del Mar, CA 92625
Dear Ed:
This letter is to confirm Ocular Sciences agreement with you regarding certain
consulting services. You have agreed to act as "interim Chief Financial Officer"
for Ocular under the following conditions:
1. You will act as an independent consultant and not as an employee;
2. The time commitment will be approximately one-half time, with as much
presence at the South San Francisco office as practical given your other
time commitments;
3. You will report to the CEO
4. Your responsibilities will be those generally assumed by a CFO under these
circumstances;
5. The duration of this engagement will be as mutual agreed;
6. Compensation will be at the rate of $4,500 per week, payable every other
week.
The Board and I greatly appreciate your help under the present circumstances and
to put aside many of your personal plans.
Sincerely,
/s/ JOHN FRUTH
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John Fruth
