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EXHIBIT 10.82
AGREEMENT
This AGREEMENT, dated as of September 9, 1999, is entered into by and
between Ferrofluidics Corporation (the "Company"), a Massachusetts corporation
with its principal place of business at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx,
and Xxxx X. Xxxxx, Xx. ("Xxxxx").
WHEREAS, the Company and Xxxxx entered into that certain Employment
Agreement, dated as of June 3, 1998, as amended on June 3, 1999 (the "Employment
Agreement"); and
WHEREAS, the parties hereto desire to set forth certain additional
matters relating to Xxxxx'x employment with the Company as President, Chief
Executive Officer and Chairman of the Board as governed by the Employment
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises, terms, provisions and conditions set forth herein, the parties
hereby agree:
1. For clarification purposes, the parties hereby agree and acknowledge
that, notwithstanding anything contained in the Employment Agreement to the
contrary, in the event that a Terminating Event (as defined in the Employment
Agreement) shall occur following a Change in Control (as defined in the
Employment Agreement), in addition to any payments to which Xx. Xxxxx may be
entitled pursuant to Section 5b of the Employment Agreement, the Company and
Xxxxx shall immediately thereafter enter into an agreement pursuant to which
Xxxxx shall be engaged as a consultant to the Company. The terms and conditions
of such consultancy shall be identical to those set forth in the Consulting
Agreement, dated May 1, 1997, between the Company and Xxxxx, and shall provide,
among other things, that Xx. Xxxxx shall be engaged as a consultant to the
Company for a period of three (3) years and shall receive consulting fees at a
rate of $10,000 per month. Notwithstanding the foregoing, upon the engagement of
Xxxxx as a consultant as provided by the foregoing, the Company may also request
that Xxxxx continue to serve as the Chairman of the Board of Directors. If the
Company so requests, and if Xxxxx agrees to so serve, the Company shall pay
Xxxxx an annual retainer of $50,000 for such service for so long as Xxxxx serves
in such position. Such retainer shall be in addition to any and all payments to
be made to Xxxxx under the consulting arrangement discussed above.
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IN WITNESS WHEREOF, this Arrangement has been executed as a sealed
instrument by the Company, by its duly authorized representative, and by Xxxxx,
as of the date first above written.
FERROFLUIDICS CORPORATION
/s/ Xxxx X. Xxxxx, Xx. By: /s/ Xxxxxx X. Xxxxx
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Xxxx X. Xxxxx, Xx. Xxxxxx X. Xxxxx
Chairman, Compensation
Committee of the Board of
Directors
