RELEASE
AGREEMENT
THIS
AGREEMENT is made as
of the 22nd day of November, 2005 by and between Zayed (Joe)
Zawaideh (the “Employee” ), a resident
of the State of California, and OccuLogix, Inc. (the
“Employer” ), a corporation
incorporated under the laws of the State of Delaware, and having
its executive offices at 2600 Skymark Avenue, Building 9, Suite
201, Mississauga, Ontario, L4W 5B2.
WHEREAS Vascular Sciences Corporation (now the Employer)
and the Employee entered into an employment agreement dated as of
September 7, 2005 (the “Employment
Agreement” );
AND
WHEREAS the
Employee’s employment with the Employer was terminated
pursuant to Section 8.1.2 of the Employment Agreement, effective at
the close of business on November 4, 2005 (the
“Termination Date” );
NOW,
THEREFORE, in
consideration of the mutual promises and covenants contained in
this Agreement (the receipt and sufficiency of which are hereby
acknowledged by the parties hereto), the parties hereto agree as
follows:
1.1
The
Employee’s employment with the Employer was terminated
pursuant to Section 8.1.2 of the Employment Agreement, effective at
the close of business on the Termination Date.
2.1
The
Employee hereby certifies that he has returned to the Employer all
property of the Employer in the Employee’s possession,
including, without limitation, all keys, business cards, computer
hardware, including, without limitation, Blackberry units,
printers, mice and other hardware accessories, and computer
software, other than a certain portable telephone which the
Employer has agreed that the Employee may keep. The Employee hereby
further certifies that he has returned to the Employer, or
destroyed, all tangible material embodying Confidential Information
(defined below) in any form whatsoever, including, without
limitation, all paper copy copies, summaries and excerpts of
Confidential Information and all electronic media or records
containing or derived from Confidential Information.
“Confidential Information” means all
information of, or relating to, the Employer that is not generally
known to the public, whether of a technical, business, financial or
other nature, including, without limitation, trade secrets,
know-how and information relating to the technology, customers,
business plans, sales plans, promotional or marketing activities,
finances and other affairs of the Employer.
3.1
Pursuant to Section 9 of the Employment Agreement, upon the
execution and delivery of this Agreement by the Employee, the
Employer shall pay to the Employee, in a lump sum, the amount of
U.S.$205,000, representing twelve months’ Salary (as such
term is defined in the Employment Agreement) and 2.5% of Salary in
respect of the Employee’s entitlement to Benefits (as such
term is defined in the Employment Agreement).
3.2
It is
understood that management of the Employer intends to recommend to
the board of directors of the Employer (the
“Board” ) that the Employer pay to the
Employee an amount representing the amount of bonus remuneration
that the Employee would have received during 2005, had his
employment with the Corporation not been terminated pursuant to
Section 8.1.2 of the Employment Agreement, prorated to the
Termination Date (the “Bonus Amount”
). The Employee acknowledges and agrees that the decision to pay
him the Bonus Amount, or not to pay him the Bonus Amount, resides
within the sole and absolute discretion of the Board and that
nothing in this Agreement shall be construed to obligate the
Employer to pay the Employee the Bonus Amount.
4.1
In
consideration of the payment provided for in Section 3.1, the
Employee hereby agrees, on behalf of himself and his
administrators, heirs, assigns and anyone claiming through him, to
release completely and forever discharge the Employer and its
affiliates and subsidiaries, and their respective officers,
directors, shareholders, agents, servants, representatives,
underwriters, successors, heirs and assigns, from any and all
claims, demands, obligations and causes of action, of any nature
wha
