Exhibit 2.2
ESSI
MEMORANDUM OF UNDERSTANDING
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TO: Xxxxxxx X. Xxxxxxxx Xx.
FROM: Xxxx X. Xxxxxxxx
RE: Employment Contract dated November 1, 2004
DATE: April 30, 2005
Xxxx:
Reference is made to the Change in Control provision contained in
paragraph 21 of your employment agreement dated November 1, 2004, a copy of
which is attached. As you have stated, effective April 30, it is your intent
to no longer be considered an employee of ESSI and, as a consequence, you
would no longer be compensated if the Company were sold under the Change in
Control provision of the employment agreement.
Given the fact that you have been asked to explore the possible
sale of the Company as your new role as a Consultant, we agree that you
should be compensated for your efforts over and above the compensation
specified in your Consulting Agreement dated May 1, 2005. Accordingly, this
is to confirm that we have agreed to negotiate in good faith with you the
amount of a reasonable "success fee" should there be a transaction which
effectively results in the "Change in Control" of ESSI as that term is
defined in your Employment Agreement of November 1, 2004.
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Vice Chairman
Chief Financial Officer
Acknowledged and approved
as to both form and substance:
/s/ S. Xxx Xxxxx /s Xxxxxxx X. Xxxx
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X. Xxx Xxxxx Xxxxxxx X. Xxxx
Presiding Independent Director Chairman
Compensation Committee
