EXHIBIT 99.7
COMPENSATION AGREEMENT
This Agreement is made as of the 28th day of August, 1998 by and
between Cygnus, Inc., a Delaware corporation (the "Corporation"), and Xxxxx
X. Xxxxxx ("Optionee").
W I T N E S S E T H
WHEREAS, in consideration for the services to be performed by
Optionee in his capacity as a member of the Corporation's Board of Directors
(the "Board"), the Corporation will grant Optionee a stock option in August,
1998, to purchase 20,000 shares of the Corporation's Common Stock (the
"Option") upon the terms and conditions set forth in the documentation
evidencing such Option attached hereto.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. The Corporation and Optionee acknowledge and agree that the
Option is granted solely as compensation for the Board services to be
rendered by Optionee and not for any capital-raising purposes or in
connection with any capital-raising activities of the Corporation.
2. The Option shall not be transferable or assignable except in
connection with Optionee's death.
3. This Agreement is intended to memorialize the agreement and
understanding which exists between Optionee and the Corporation concerning
the grant of the Option and is intended to constitute a written compensation
contract for purposes of registering the shares of Common Stock subject to
the Option on a Form S-8 Registration Statement under the Securities Act of
1933, as amended.
4. Nothing herein or in the documentation evidencing the Option
shall interfere with or otherwise restrict in any way the rights of the
Corporation or the Corporation stockholders to remove Optionee from the Board
at any time in accordance with applicable law.
IN WITNESS WHEREOF, the parties hereto have executed this agreement
as of the date first above written.
CYGNUS, INC.
By:
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XXXXX X. XXXXXX
Title:
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