EXHIBIT 99.2
[LETTER FROM XXXXXXXX X. XXXXXXX]
December 7, 2001
Xxxxxxx X. Xxxxxxxxx, Ph.D
000 Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Dear Xxxxxxx:
Pursuant to a written agreement between you and me, dated June 11, 1998 (the
"Agreement"), I received, on or about March 10, 1999, 249,500 Shares of the
common stock of Menlo Acquisition Corp. (the "Company") subject to forfeiture if
I terminate my employment with the Company on or before March 10, 2004. On each
subsequent annual anniversary date, 20% of these 249,500 Shares were released
from the terms and conditions of the Agreement. As of the date hereof, 99,800
Shares are no longer subject to forfeiture and 149,700 Shares are subject to
forfeiture.
The Company is currently considering a proposal by which it would become a
wholly-owned subsidiary of its principal shareholder upon consummation of a
so-called "short form merger" (the "Merger"). I will benefit from that
transaction, inasmuch as shares held by me and by my children will be sold to
the Company. While the Agreement speaks in terms of my continuing to be employed
by the Company, I acknowledge that you and I contemplated that if the Company
were no longer public, that event would be tantamount to my termination of
employment. In acknowledgment of this understanding and to induce you to take
all necessary steps to effect the Merger, I hereby agree to forfeit the
remaining 149,700 Shares immediately prior to the effective date of the Merger.
Very truly yours,
Xxxxxxxx X. Xxxxxxx
