Exhibit 10.14
Execution
Copy
AMENDING AGREEMENT
THIS AMENDING AGREEMENT is made as of the 25 th day of July, 2008 by and between Thomas P.
Reeves (the “Employee” ), a resident of 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, the Employer and the Employee entered into a
termination agreement dated as of June 30, 2008 (the
“Termination Agreement” ) pursuant to which the
Employee’s employment with the Employer, as its President and
Chief Operating Officer, was terminated;
AND WHEREAS, capitalized terms used in this Amending
Agreement, but not otherwise defined, shall have the respective
meanings attributed to such terms in the Termination
Agreement;
AND WHEREAS, on May 20, 2008, the Employer filed a
preliminary proxy statement (the “Preliminary Proxy
Statement” ) with the U.S. Securities and Exchange
Commission (the “SEC” ), which is currently the
subject of review by the SEC, proposing a number of transactions
for the approval of the Employer’s stockholders, including
the approval and adoption of a certain Securities Purchase
Agreement pursuant to which the Employer has agreed to sell shares
of its common stock to the investors party thereto, and the
investors party thereto have agreed to purchase shares of the
Employer’s common stock, upon the terms and conditions
provided for therein (the “Private Placement”
);
AND WHEREAS, as part of the SEC review process, the Employer
will revise the Preliminary Proxy Statement to have it reflect the
current terms of the transactions proposed therein, including the
Private Placement;
AND WHEREAS, the Employer has advised the Employee that, upon
clearing the SEC review process, the Employer will file and mail
the final version of the Preliminary Proxy Statement (the
“Proxy Statement” ) and convene a meeting of its
stockholders (the “Stockholders Meeting”
);
AND WHEREAS, the Employer has advised the Employee that it
will not be able to pay the Severance Balance on or prior to
September 1, 2008, and they mutually have agreed to extend the
deadline by which the Severance Balance must be paid;
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained in this Amending Agreement and the Termination
Agreement, and the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as
follows:
1.1 Notwithstanding
the first sentence of Section 3.2 of the Termination Agreement,
subject to Section 3.4 of the Termination Agreement, on the
earliest to occur of (i) October
