AMENDING AGREEMENT
THIS
AMENDING AGREEMENT
is made
as of the 14th day of April, 2006 between OCCULOGIX,
INC. (the
“Corporation”),
a
corporation incorporated under the laws of the State of Delaware, and Xxxxxxx
X.
Dumencu who resides in the Town of Xxxxxx in the Province of Ontario
(hereinafter referred to as the “Employee”).
WHEREAS
Vascular
Sciences Corporation (now the Corporation) and the Employee entered into an
employment agreement, dated as of August 1, 2003, setting forth the rights
and
obligations of each of them with respect to the Employee’s employment with the
Corporation (the “Employment
Agreement”);
AND
WHEREAS Vascular
Sciences Corporation (now the Corporation) and the Employee entered into an
amendment, dated August 1, 2003 and effective as of September 30, 2003, amending
Section 6 of the Employment Agreement (the “Amendment”);
AND
WHEREAS, prior
to
September 2003 and between June 2005 and April 13, 2006, the Employee served
as
Vice President, Finance of the Corporation;
AND
WHEREAS, between
September 2003 and May 2005, the Employee served as Chief Financial Officer
and
Treasurer of the Corporation and has resumed serving in that capacity as of
the
date hereof;
AND
WHEREAS, notwithstanding
Section 6 of the Employment Agreement, as amended by the Amendment, since August
31, 2004, the Employee has been entitled to 20 days of vacation per year and
an
annual bonus of 25% of the Employee’s annual base salary, granted at the sole
discretion of the Corporation based on specific measurable objectives determined
by the Corporation;
AND
WHEREAS the
Corporation and the Employee have agreed that it would be in the best interests
of both of them to increase the Employee’s annual base salary as of April 1,
2006 and to reduce to writing the Employee’s current vacation and bonus
entitlement;
NOW,
THEREFORE, in
consideration of the mutual covenants and undertakings contained in the
Employment Agreement, as amended by the Amendment and as further amended by
this
Amending Agreement, and other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the Corporation and the Employee
agree as follows:
| 1. |
Notwithstanding
Section 6 of the Employment Agreement, as amended by the Amendment,
as of
April 1, 2006:
|
| (a) |
the
Company shall pay to Employee as compensation for all services rendered
by
the Employee under the Employment Agreement, as amended by the Amendment
and as further amended by this Amending Agreement, a base salary
of
Cdn$178,040;
|
| (b) |
the
Employee’s vacation entitlement shall be 20 days per year, accruing in
accordance with the Corporation’s vacation policy from time to time;
and
|
| (c) |
the
Employee shall be entitled to an annual bonus of 25% of the Employee’s
annual base salary, which bonus shall be granted at the sole discretion
of
the Corporation based on specific measurable objectives determined
by the
Corporation.
|
| 2. |
The
Employment Agreement, as amended by the Amendment, remains in full
force
and effect, unamended, other than as amended by this Amending
Agreement.
|
| 3. |
This
Amending Agreement may be signed by facsimile and in counterpart,
and each
such counterpart will constitute an original document, and such
counterparts, taken together, will constitute one and the same
instrument.
|
| 4. |
This
Amending Agreement shall be governed by, and construed in accordance
with,
the laws of the Province of Ontario and the laws of Canada applicable
therein.
|
| 5. |
The
Employee acknowledges that:
|
| (a) |
he
has had sufficient time to review and consider this Amending Agreement
thoroughly;
|
| (b) |
he
has read and understands the terms of this Amending Agreement and
his
obligations under the Employment Agreement, as amended by the Amendment
and as further amended by this Amending
Agreement;
|
| (c) |
he
has been given an opportunity to obtain independent legal advice,
and such
other advice as he may desire, concerning the interpretation and
effect of
this Amending Agreement; and
|
| (d) |
this
Amending Agreement is entered into voluntarily and without any pressure
and that his continued employment with the Corporation has not been
made
conditional on execution and delivery by him of this Amending
Agreement.
|
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-
-
IN
WITNESS WHEREOF
the
parties hereto have executed this Agreement as of the date first written
above.
|
/s/
Xxxxxxx X. Dumencu
|
|||
|
Signature
of Witness
|
Xxxxxxx
X. Dumencu
|
||
|
Name
of Witness (please
print)
|
|||
|
By:
|
/s/
Xxxxx Xxxxxxxx
|
||
|
Xxxxx
Xxxxxxxx
|
|||
|
Chief
Executive Officer
|
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