<PAGE> 1
EXHIBIT 10.03
COMPROMISE AGREEMENT
DATE: 2nd June 2000
PARTIES:
(1) John Lilley of Heath House, Lynn Road, Hillington, Kings Lynn, Norfolk
("the Executive"); and
(2) Ocular Sciences UK Limited of Went Close, Chandlers Fore, Eastleigh,
Hants S053 4ND ("the Company").
1. In this Agreement, the following definitions apply:
"Group Company": any Company which is at the date of this Agreement a
subsidiary or a holding company of the Company or any other
subsidiary of any such company as such terms are defined in
section 736 of the Companies Act 1985, including but not
limited to OSI Corporation, a Delaware Corporation; and
"Termination Date: 2 June 2000.
2. The Executive's employment was terminated with effect from the
Termination Date.
3. The Company will, within the later of 7 days of receipt of a signed copy
of this Agreement and the return to the Company of the items referred to
in clause 6 pay to the Executive a termination payment of 147,039.19
British pounds representing 10 months' salary, bonus and all other
benefits to which the Executive is entitled under his contract of
employment (less the sum of 530.15 British pounds owed by the Executive
to the Company), less appropriate deductions for PAYE income tax and
national insurance.
4. The Executive shall be entitled to retain and continue to use his company
car BMW 540i (registration No: ) until 30 March 2001. The Executive
shall return the car in good condition (fair wear and tear excepted) and
keys to the Company at its above address by no later than 30 March 2001.
5. The Executive and his family shall remain in the Company's private
medical insurance scheme until 30 March 2001.
<PAGE> 2
6. The Executive shall within 7 days of the date of this Agreement return to
the Company all property belonging to the Company and any Group Company
Including without limitation all documents, data and Information (in
whatever form and on whatever media stored). HSBC credit card, Diner's
Club credit card, mobile phone, security pass, furniture and Virgin air
miles vouchers. The Executive shall also sign and return the two letters
confirming the resignation of his directorships with the Company and with
Precision Lens Manufacturing and Technology Inc.
7. The Executive agrees to enter into the attached Confidentiality
and Restrictive Undertakings.
8. Prior to the date of this Agreement, the Executive has been granted
certain stock options by OSI Corporation under the OSI 1989 and 1997
Stock Option Plans (the "Stock Options"). By the terms of the Stock
Options granted to the Executive, the Stock Options may be exercised
within 3 months of the Termination Date. It Is agreed that the Executive
shall have the right to exercise the following options granted to hire
prior to the Termination Date, provided they are exercised by 1 September
2000 and provided that as at the Exercise Date for each such option the
Executive is in full compliance with the terms and conditions of both
this Compromise Agreement and the Confidentiality and Restrictive
Agreement.
<TABLE>
<CAPTION>
EXERCISE NUMBER
OPTION PLAN GRANT DATE PRICE VESTED
<S> <C> <C> <C>
1989 4 April 1996 $5.03 18,000
1991 28 Jan 1998 $26.375 12,000
1097 5 Feb 1999 $20.25 4,999
</TABLE>
9. The Executive agrees that the terms of this Agreement are offered in full
and final settlement of ail and any claims, costs, damages and expenses
or rights of action of any kind whatsoever that he has or may have
against the Company or any Group Company or any employee or officer of
the Company or any Group Company relating to his employment or its
termination, including unfair dismissal, redundancy, breach of contract,
unlawful deduction from wages and in respect of the Working Time
Regulations.
10. The Executive agrees that he has received independent legal advice as to
the nature, terms and effect of this Agreement and, in particular, its
effects on his ability to pursue his rights before an Employment
Tribunal. The independent adviser is [Neil Crosslet] of [D.L.A.] who has
signed the endorsement at the end of this Agreement
11. The Executive shall not, whether directly or indirectly, make, publish or
otherwise communicate any disparaging or derogatory statements whether
orally or In writing,
<PAGE> 3
concerning the company, any Group Company or any officer or employee of
the Company or any Group Company.
12. The Company and the Executive both acknowledge that the conditions
regulating Compromise Agreements contained in Section 203(3) of the
Employment Rights Act 1996 have been satisfied.
13. These terms are governed by English law and the parties agree to submit
to the exclusive jurisdiction of the English Courts in relation to them.
SIGNED by: /s/ JOHN LILLEY
-----------------------------------
John Lilley
SIGNED by: /s/ SIEGFRIED GOLDING
-----------------------------------
for and on behalf of Ocular Sciences UK Limited
Solicitor's Endorsement
I, [Neil Crossley] of [DLA, 3 Noble Street, London, EC2V7EE] confirm that I am a
qualified solicitor holding a current practising certificate and that I have
given independent legal advice to John Lilley of Heath House, as above, as to
the terms and effect of the above Agreement and, in particular, its effects on
his ability to pursue his rights before an employment tribunal. I confirm that
there is and was in force at the time I gave this advice cover under my firm's
indemnity insurance arrangements against the risk of a claim by Mr. Lilley in
respect of any loss arising in consequence of that advice.
Signed: /s/ NEIL CROSSLEY Date: 2nd June 2000
---------------------------------
by [Neil Crossley]
<PAGE> 4
INITIAL DEED OF UNDERTAKING
DATE: 2nd JUNE 2000
This Deed of Undertaking is entered into by John Lilley of Health House, Lynn
Road, Hillington, King's Lynn, Norfolk ("the Executive").
INTRODUCTION
This Undertaking is given by the Executive in connection with the termination of
his employment with the Company and pursuant to the Compromise Agreement of even
date entered into between the parties.
1. DEFINITIONS
In this Undertaking, the following phrases shall, unless the context
requires otherwise, have the following meanings:
1.1 "Businesses": all and any trades or other commercial activities of the
Company or any Group Company: with which the Executive shall have been
concerned or involved to any material extent at any time during his
employment by the Company; or which the Company or any Group Company
shall at the Termination Date have determined to carry on with a view to
profit in the immediate or foreseeable future and in relation to which
the Executive shall at the Termination Date possess any Confidential
Business Information.
1.2 "The Company": has the meaning ascribed to it in the Compromise
Agreement.
1.3 "Confidential Business Information": all and any Corporate Information,
Marketing Information, Technical Information and other information
(whether or not recorded in documentary form or on computer disk or tape)
to which the Company or any Group Company attaches an equivalent level of
confidentiality or in respect of which it owes an obligation of
confidentiality to any third party: which the Executive has acquired at
any time during his employment by the Company; and which is not readily
ascertainable to persons not connected with the Company or any Group
Company either at all or without a significant expenditure of labour,
skill or money but excluding any such information which has entered the
public domain (other than by a breach of this Agreement by the
Executive).
1.4 "Corporate Information": all and any information (whether or not recorded
in documentary form or on computer disk or tape) relating to the business
methods, corporate plans, management systems, manufacturing processes,
finances, maturing new business opportunities or research and development
projects of the Company or any Group Company.
1.5 "Customer": any person, firm or company who or which at the Termination
Date is negotiating with the Company or any Group Company for the supply
of any Restricted Products or to whom or which the Company or any Group
Company shall at any time during the period of one year prior to the
Termination Date have supplied any Restricted Products and with whom the
Executive dealt or about whom he acquired Confidential Business
Information during his employment.
<PAGE> 5
1.6 "Employee": any person who is at the Termination Date, employed or
engaged by the Company or any Group Company in a senior management,
senior technical or senior sales position.
1.7 "Group Company": has the meaning ascribed to it in the Compromise
Agreement.
1.8 "Marketing Information": all and any information (whether or not
recorded in documentary form or on computer disk or tape) relating to
the marketing or sales of any past, present or future product or service
of the Company or any Group Company including without limitation sales
targets and statistics, market share and pricing statistics, marketing
surveys and plans, market research reports, sales techniques, price
lists, discount structures, advertising and promotional material, the
names, addresses, telephone numbers, contact names and identities of
customers and potential customers of and suppliers and potential
suppliers to the Company or any Group Company, the nature of their
business operations, their requirements for any product or service sold
or purchased by the Company or any Group Company and all confidential
aspects of their business relationship with the Company or any Group
Company.
1.9 "Material Interest": the holding of any position as Director, officer,
employee, consultant, partner, principal or agent; or the direct or
indirect control or ownership (whether jointly or alone) of any shares
(or any voting rights attached to them) or debentures save for the
ownership for investment purposes only of not more than 3 per cent of
the issued ordinary shares of any company whose shares are listed on any
Recognised Investment Exchange (as defined in Section 207 of the
Financial Services Act 1986); or the direct or indirect provision of any
financial assistance.
1.10 "Restricted Area": means the World.
1.11 "Restricted Products": contact lenses of any and all descriptions.
1.12 "Technical Information": all and any trade secrets, secret formulae,
processes, inventions, designs, know-how discoveries, technical
specifications and other technical information (whether or not recorded
in documentary form or on computer disk or tape) relating to the
creation, development, production, manufacture or supply of any
Restricted Products.
1.13 "Termination Date": has the meaning ascribed to it in the Compromise
Agreement.
2. ACKNOWLEDGEMENT BY THE EXECUTIVE
2.1 The Executive acknowledges:
2.1.1 that the Company and each Group Company possesses a valuable
body of Confidential Business Information;
2.1.2 that the Company has given him access to Confidential Business
Information to enable him to carry out the duties of his
appointment;
2.1.3 that the disclosure of any Confidential Business Information to
any customer or actual or potential competitor of the Company or
any Group Company would place such company at a serious
competitive disadvantage and would cause immeasurable (financial
and other) damage to the Businesses;
2.1.4 that if, on leaving the employment of the Company, he was to
hold any Material
<PAGE> 6
Interest in a Customer of any actual or potential competitor of
the Company or any Group Company, it would place such company at
a serious competitive disadvantage and would cause immeasurable
(financial and other) damage to the Businesses.
2.2 In order to protect the Confidential Business Information and in
consideration of the sum of L.1 (receipt of which the Executive
acknowledges), the Executive undertakes in the terms set out in clause
3.
3. THE EXECUTIVE'S UNDERTAKING
3.1 The Executive shall not directly or indirectly for the period of 12
months after the Termination Date:
3.1.1 hold any Material Interest in any person, firm or company which
requires him to disclose or make use of any Confidential
Business Information in order properly to discharge his duties
to or to further his interest in such person, firm or company;
3.1.2 seek in any capacity whatsoever any business or custom for any
Restricted Products from any Customer;
3.1.3 accept in any capacity whatsoever orders for any Restricted
Products from any Customer;
3.1.4 solicit or entice away or seek to entice away from the Company
or any Group Company or offer employment or engagement to any
Employee;
3.2 The Executive shall not at any time after the Termination Date:
3.2.1 induce or seek to induce by any means involving the disclosure
or use of Confidential Business Information any Customer to
cease dealing with the Company or any Group Company or to
restrict or vary the terms upon which it deals with the Company
or any Group Company;
3.2.2 represent himself or permit himself to be held out by any
person, firm, or company as being in any way connected with or
interested in the Company or any Group Company;
3.2.3 disclose to any person, firm or company or make use of any
Confidential Business Information.
4. GENERAL
4.1 Each provision of this Agreement is independent and severable from the
remaining provisions and enforceable accordingly. If any provision of
this Agreement shall be unenforceable for any reason but would be
enforceable if part of the wording thereof were deleted, it shall apply
with such deletions as may be necessary to make it enforceable.
4.2 The Executive has given the undertakings contained in the clause 3 to
the Company as
<PAGE> 7
trustee for itself and for each Group Company and will at the request
and cost of the Company enter into direct undertakings with any Group
Company which correspond to the undertakings in clause 3, or which are
less onerous only to the extent necessary (in the opinion of the company
or its legal advisors) to ensure that such undertakings are valid and
enforceable.
4.3 The rights and obligations of the Company shall be transferable to its
successors and assigns.
In witness of which this Deed of Undertaking has been executed by the Executive
on the above date
Signed by the Executive: ) /s/ JOHN LILLEY
in the presence of: ) /s/ NEIL CROSSLEY
------------------------------
)
/s/ SIEGFRIED GOLDING
------------------------
SRM GOLDING
MIDDLEWOOD
HILLBROW
LISS GU337PT
<PAGE> 8
FURTHER DEED OF UNDERTAKING
DATE: 2nd June 2000
This Deed of Undertaking is entered into by John Lilley of Heath House, Lynn
Road, Hillington, Kings Lynn, Norfolk ("the Executive").
INTRODUCTION
This Undertaking is given by the Executive in connection with the termination of
his employment with the Company and is to be read in conjunction with the
Initial Deed of Undertaking of even date.
1. In this Undertaking:
(a) "the Additional Period" means the period of 12 months
commencing on 2 June 2001 and
expiring on 1 June 2002;
(b) "The Additional Stock means the following share
Options" options which became exercisable
on 1 June 2000 and which shall
be exercisable by the Executive
(subject to the rules of the
scheme) by 1 September 2000:
<TABLE>
<CAPTION>
Exercise Number
Option Plan Grant Date Price Vested
<S> <C> <C> <C>
1989 4 April 1996 $5.03 16,000
</TABLE>
subject to the above, capitalised terms used in this Undertaking bear
the same meaning as those terms used in the Initial Deed of Undertaking.
2. In consideration of the sum of (pound)1 (receipt of which the Executive
acknowledges) and in further consideration of the agreement by the
Company to postpone the Termination Date until 2 June 2000 so as to
enable him to exercise the Additional Stock Options, the Executive
undertakes to the Company in the terms set out in clause 3 of the
Initial Deed of Undertaking for the Additional Period and subject to the
terms of that deed so that the Initial Deed of Undertaking shall
continue in force until the end of the Additional Period.
<PAGE> 9
In witness of which this Deed of Undertaking has been executed by the Executive
on the above date.
Signed by the Executive: )
in the presence of: ) /s/ JOHN LILLEY
------------------------
)
/s/ SIEGFRIED GOLDING
---------------------------
SRM GOLDING
MIDDLEWOOD
HILLBROW
LISS GU357PT
