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 William
G. Dumencu who resides in the Town of Milton 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 cur
