AMENDING AGREEMENT
AMENDING
AGREEMENT
THIS
AMENDING AGREEMENT
is made
as of the 1st day of April, 2006 between OCCULOGIX,
INC. (the
“Corporation”),
a
corporation incorporated under the laws of the State of Delaware, and Nozhat
Choudry who resides in the City of Oakville in the Province of Ontario
(hereinafter referred to as the “Employee”).
WHEREAS
the
Corporation and the Employee entered into an employment agreement, dated as
of
February 10, 2006, 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 the
Corporation and the Employee have agreed that it would be in the best interests
of both of them to increase the Employee’s compensation;
NOW,
THEREFORE, in
consideration of the mutual covenants and undertakings contained in the
Employment 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. |
Capitalized
terms used in this Amending Agreement but not defined shall have
the
respective meanings attributed to such terms in the Employment
Agreement.
|
| 2. |
From
and as of the date of this Amending Agreement, the Basic Salary shall
be
$200,000.
|
| 3. |
Notwithstanding
Section 5.2 and Schedule 5.2 of the Employment Agreement, from and
as of
the date of this Amending Agreement, in respect of each full Year
of
Employment during the Employment Period, the Employee shall be entitled
to
receive a maximum of 50 percent of the Basic Salary as bonus remuneration
based upon performance and other criteria agreed upon by the Chairman
and
Chief Executive Officer and the President and Chief Operating Officer
of
the Corporation and approved by the Compensation Committee of the
Board of
Directors of the Corporation. In respect of the First Year of Employment,
the bonus payable, if any, shall be pro rated to the proportion that
the
number of days in the First Year of Employment is to 365. For greater
certainty, for purposes of calculating the bonus payable in respect
of the
First Year of Employment, if any, with respect to the period between
February 10, 2006 and March 31, 2006 inclusive, the provisions of
Schedule
5.2 of the Employment Agreement prior to the date hereof shall apply,
without giving effect of this Amending Agreement.
|
| 4. |
The
Employment Agreement remains in full force and effect, unamended,
other
than as amended by this Amending
Agreement.
|
| 5. |
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.
|
| 6. |
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.
|
| 7. |
The
Employee acknowledges that:
|
| (a) |
she
has had sufficient time to review and consider this Amending Agreement
thoroughly;
|
| (b) |
she
has read and understands the terms of this Amending Agreement and
her
obligations under the Employment Agreement, as amended by this Amending
Agreement;
|
| (c) |
she
has been given an opportunity to obtain independent legal advice,
and such
other advice as she 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 her continued employment with the Corporation has not been
made
conditional on execution and delivery by her 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/
Nozhat Choudry
|
|||
|
Signature
of Witness
|
Nozhat
Choudry
|
||
|
Name
of Witness (please
print)
|
|||
|
By:
|
/s/
Xxxxxx X. Xxxxxx
|
||
|
Xxxxxx
X. Xxxxxx
|
|||
|
President
and Chief Operating Officer
|
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