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Exhibit 7
Ferrofluidics Corporation
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
October 20, 1999
Ferrotec Corporation
0-00-0
Xxxxxxx-Xxxx
Xxxxx-xx
Xxxxx, Xxxxx 000-0000
Attn: Xxxxx Xxxxxxxx
Ladies and Gentlemen:
In connection with and as a condition to entering into the transactions
contemplated by the Agreement and Plan of Merger (the "Merger Agreement") by and
between Ferrofluidics Corporation (the "Company"), a Massachusetts corporation,
Ferrotec Corporation ("Ferrotec"), a corporation organized under the laws of
Japan, and Ferrotec Acquisition, Inc., a Massachusetts corporation and a
wholly-owned subsidiary of Ferrotec ("Merger Sub"), the Company, Ferrotec,
Merger Sub and the undersigned individual, Xxxx X. Xxxxx, Xx. ("Xxxxx"), hereby
agree that, notwithstanding any other arrangement between any of the foregoing
parties, from and after the Acceptance Date (as defined in the Merger
Agreement), Xxxxx shall perform such advisory and related services for the
Company as may be reasonably requested from time to time by the Company (the
"Services"). Xxxxx shall perform the Services under the direction and
restriction of the Company. The Company shall pay to Xxxxx an advisory fee of
$50,000 per annum payable monthly in arrears commencing on the first day of the
next month after the date first set forth above. The parties further agree that
the Company or Xxxxx may terminate Xxxxx'x engagement as an advisor hereunder at
any time upon thirty (30) days' written notice to the other parties hereto,
whereupon upon such termination all payments due hereunder shall cease.
[signature page to follow]
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Please acknowledge your agreement to the foregoing by countersigning
this agreement in the place provided below and returning it to the undersigned.
Very truly yours,
/s/ Xxxx X. Xxxxx, Xx.
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Xxxx X. Xxxxx, Xx.
Accepted and Agreed to,
this 20th day of October, 1999
FERROTEC CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Executive Director
FERROTEC ACQUISITION, INC.
By: /s/ Xxxxxxx Xxxxxx XX
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Name: Xxxxxxx Xxxxxx XX
Title: President
FERROFLUIDICS CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer
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