Cambridge Display Technology Limited 181a Huntingdon Road Cambridge CB3 0DJ England
Exhibit 10.2
Cambridge Display Technology Limited
000x Xxxxxxxxxx Xxxx
Xxxxxxxxx XX0 0XX
Xxxxxxx
July 27, 0000
Xxxxxxx Xxxxxxx Xxxxxxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXX
Ladies and Gentlemen:
Cambridge Display Technology Limited (the “Company”) hereby agrees to retain you, Xxxxxxx Capital Corporation (“Xxxxxxx”), to provide consulting and advisory services to the Company commencing on the date hereof for a term ending on the date on which Xxxxxxx and its affiliates cease to own any shares of common stock of the Company. Such services may include such consulting and advisory services in the ordinary course of business as the Company may reasonably request.
If Xxxxxxx or any of its affiliates or designees (the “Xxxxxxx Group”) provides consulting or advisory services specifically requested by the Company out of the ordinary course of business to the Company or any of its affiliates on one or more occasions after the date hereof, then, in each such case, the Company and Xxxxxxx will negotiate in good faith to effect a mutually acceptable advisory fee. The Company will also reimburse Xxxxxxx promptly for the Xxxxxxx Group’s out-of-pocket costs and expenses incurred in connection with the investment by the Xxxxxxx Group in CDT Acquisition Corp. (“CDT Acquisition”) and the performance of Xxxxxxx’x duties hereunder, but excluding in any event, any fees, costs or expenses of any consultants to the Xxxxxxx Group. Any arrangements for the payment of such fees, costs or expenses of consultants will be handled under separate agreements between the Company and Xxxxxxx.
The Company will indemnify Xxxxxxx and its affiliates, and their respective officers, directors, employees, agents and control persons (as such term is used in the Securities Act of 1933, as amended, and the rules and regulations thereunder) to the full extent lawful against any and all claims, losses and expenses as incurred (including all reasonable fees and disbursements of any such indemnitee’s counsel and other out-of-pocket expenses incurred in connection with the investigation of and preparation for any such pending or threatened claims and any litigation or other proceedings arising therefrom) arising in connection with such indemnitee’s investment in CDT Acquisition or
out of any services rendered by Xxxxxxx hereunder or any such indemnitee being a controlling person of the Company or any of its subsidiaries, provided, however, there shall be excluded from such indemnification any such claim, loss or expense that is based upon any action or failure to act by such indemnitee that is found in a final judicial determination to constitute gross negligence or intentional misconduct on such indemnitee’s part. The Company will advance costs and expenses, including attorney’s fees, incurred by any such indemnitee in defending any such claim in advance of the final disposition of such claim upon receipt of an undertaking by or on behalf of such indemnitee to repay amounts so advanced if it shall ultimately be determined that such indemnitee is not entitled to be indemnified by the Company pursuant to this Agreement.
The Company’s obligations set forth in this Agreement shall survive the termination of Xxxxxxx’x services pursuant to the first paragraph of this Agreement.
This agreement shall be governed by the laws of the State of New York.
If you are in agreement with the foregoing, kindly so indicate by signing a counterpart of this letter, whereupon it will become a binding agreement between us.
| Very truly yours, | ||
| CAMBRIDGE DISPLAY TECHNOLOGY LIMITED | ||
| By: |
/s/ Cambridge Display Technology Limited | |
Agreed and accepted as of
July 27, 1999.
| XXXXXXX CAPITAL CORPORATION | ||
| By: |
/s/ Xxxxxx Xxxx Xxxxxxx | |
| Name: |
Xxxxxx Xxxx Xxxxxxx | |
| Title: |
Managing Director | |
