AMENDING AGREEMENT
THIS
AMENDING AGREEMENT
is made
as of the 1st
day of
June, 2005 between OCCULOGIX,
INC. (the
“Corporation”),
a
corporation incorporated under the laws of the State of Delaware, and Xxxx
Xxxxxxx who resides at 000 Xxxxxxxxx Xxxxx in the City of Palm Harbor in the
State of Florida (hereinafter referred to as the “Employee”).
WHEREAS
the
Corporation and the Employee entered into an employment agreement, dated as
of
April 1, 2005, 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 for the Employee to devote more of his working time and
attention to his employment under the Employment Agreement and to use his best
efforts to promote the interests of the Corporation;
NOW,
THEREFORE, in
consideration of the mutual covenants and undertakings contained in the
Employment Agreement, as 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.
|
Section
3 of the Employment Agreement is hereby deleted in its entirety and
replaced with the following
provision:
|
3. Performance
of Duties
During
the Employment Period, the Employee shall faithfully, honestly and diligently
serve the Corporation and its Subsidiaries as contemplated above. The Employee
shall devote 85% of his working time and attention to his employment hereunder
and shall use his best efforts to promote the interests of the Corporation.
2.
|
Section
5.1 of the Employment Agreement is hereby deleted in its entirety
and
replaced with the following
provision:
|
5.1 Salary.
The
Corporation shall pay the Employee a salary minus applicable deductions and
withholdings, in respect of each Year of Employment in the Employment Period
calculated at the rate of $113,104 per annum, payable in equal installments
according to the Corporation’s regular payroll practices. The Salary shall, in
the sole and absolute discretion of the board of directors of the Corporation,
be subject to an increase on the basis of an annual review. The Salary shall
be
prorated in respect of the First Year of Employment such that the Employee
shall
be entitled to and the Corporation shall be required to pay in respect of such
year only the pro rata portion of the Salary that corresponds to the number
of
days, after May 31, 2005, worked by the Employee in the First Year of
Employment.
3.
|
The
Employment Agreement remains in full force and effect, unamended,
other
than as amended by this Amending
Agreement.
|
4.
|
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.
|
5.
|
This
Amending Agreement shall be governed by, and construed in accordance
with,
the laws of the State of Florida, without regard to conflict of laws
rules
which are deemed inapplicable herein. The parties hereto each consent
to
the personal jurisdiction of the federal and state courts of the
State of
Florida.
|
6.
|
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 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.
|
IN
WITNESS WHEREOF
the
parties hereto have executed this Agreement as of the date first written
above.
Signature
of Witness
|
Xxxx
Xxxxxxx
|
|
Name
of Witness (please
print)
|
||
Xxxxx
Xxxxxxxx
|
||
Chairman
and Chief Executive Officer
|
||