Amendment to Employment Agreement between Ocular Sciences, Inc. and Stephen J. Fanning

Summary

Ocular Sciences, Inc. and Stephen J. Fanning have agreed to amend Fanning's employment agreement, extending its term until the earlier of the closing of the company's acquisition by The Cooper Companies, Inc., the termination of the merger agreement, the termination of the employment agreement under its own terms, or April 30, 2005. All other terms of the original employment agreement remain unchanged. This amendment is governed by California law and is effective upon signature by both parties.

EX-10.3 4 f02982exv10w3.htm EXHIBIT 10.3 exv10w3  

Exhibit 10.3

September 24, 2004

Stephen J. Fanning
282 Las Quebradas Lane
Danville, CA 94507

     Re: Amendment of Employment Agreement

Dear Stephen:

     This letter will confirm that your employment agreement with Ocular Sciences effective as of August 8, 2001, as amended December 1, 2001 (the “Employment Agreement”), will continue in effect until the earlier of (i) the closing of the Company’s contemplated acquisition by The Cooper Companies, Inc., pursuant to that certain Agreement and Plan of Merger dated as of July 28, 2004 (the “Merger Agreement”), (ii) the termination of the Merger Agreement, (iii) the termination of the Employment Agreement pursuant to Section 9 thereof or (iv) April 30, 2005.

     Except as otherwise provided in this letter, all other terms and conditions of the Employment Agreement remain in full force and effect. This letter is governed by the laws of the State of California, and contains the entire agreement and understanding of the parties (oral or written) regarding its subject matter. This letter may be executed in counterparts, each of which shall be an original, and all of together will constitute one and the same document.

     Please indicate your agreement to the terms of this letter by signing below where indicated.

         
    Very truly yours,
 
       
    Ocular Sciences, Inc.
 
       
  By:   /s/ Steve Neil
     
      Steve Neil, Chief Financial Officer
 
       
Agreed and accepted:
       
 
       
/s/ Stephen J. Fanning
       

       
Stephen J. Fanning