RELEASE
AGREEMENT
THIS AGREEMENT is made as of the 13th day of April, 2006 by and
between Irving J. Siegel (the
“Employee” ), a resident of the Town
of Richmond Hill in the Province of Ontario, 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
August 1, 2003 (the “Original Employment
Agreement” ) which was amended pursuant to an
amending agreement, dated as of September 1, 2005, between the
Employer and the Employee (the “Amending
Agreement” );
AND WHEREAS the Original Employment Agreement, as amended by
the Amending Agreement, is hereinafter referred to as the
“Employment Agreement” ;
AND WHEREAS the Employee’s employment with the
Employer shall be terminated pursuant to Section 7(b) of the
Employment Agreement, effective at the close of business on the
date hereof (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 shall be terminated pursuant to Section 7(b) 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. 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, clinical, 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 7(c) 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, (i) any compensation earned but not paid to the
Employee prior to the Termination Date and (ii) the amount of
Cdn.$450,000, representing 24 months’ salary under the
Employment Agreement, less applicable withholdings and
deductions.
4.1
In consideration of the payment
provided for in Section 3.1(ii), 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 whatsoever, whether known or unknown, which the Employee
ever had, now has or might have in the future as a result of the
Employee’s employment with the Employer or the termination
thereof, including, without limitation, any claim relating to the
Employment Agreement or the termination thereof pursuant to Section
4.2 of this Agreement or any claim relating to any violation of any
Canadian federal or provincial statute or regulation, any claim for
wrongful discharge or breach of contract or any claim relating to
Canadian federal or provincial laws (including, without limitation,
the Employment Standards Act (Ontario) and the Ontario
Human Rights Code ). Notwithstanding the foregoing,
nothing herein shall be construed as depriving the Employee of (i)
any indemnification rights to which he is entitled under the
Amended and Restated By-laws of the Employer on or prior to the
Termination Date or (ii) any protection to which he may be
entitled, on, prior to or after the Termination Date, under the
Employer’s directors’ and officers’ liability
insurance policy from time to time, or as releasing the Employer
from any of the Employer’s representations, warranties and
covenants under this Agreement.
4.2
The Employment Agreement is hereby
terminated and rendered null and void, save and except for those
provisions thereof that are expressly stated to survive the
termination thereof, if any, and Section 9 of the Employment
Agreement (Covenant not to Compete), Section 10 of t
|
