Exhibit 10.12
Execution
Copy
THIRD AMENDING
AGREEMENT
THIS THIRD AMENDING AGREEMENT
is made as of the 25
th day of July, 2008 by and between Stephen Parks
(the “Employee” ), a resident of the State of
Mississippi, 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 January 4, 2008 (the
“Termination Agreement” ) pursuant to which the
Employee’s employment with the Employer, as its Vice
President, Sales, was terminated;
AND WHEREAS, capitalized terms used in this Third Amending
Agreement, but not otherwise defined, shall have the respective
meanings attributed to such terms in the Termination
Agreement;
AND WHEREAS, the Employer and the Employee entered into an
amending agreement dated as of March 3, 2008 (the
“Amending Agreement” ) pursuant to which they
agreed that the Employer may pay the Employee up to 50% of the
Severance Balance by granting to the Employee stock options under
the Stock Option Plan;
AND WHEREAS, the Employer and the Employee entered into an
amending agreement dated as of June 16, 2008 (the “Second
Amending Agreement” ) pursuant to which they agreed to,
among other things, an amendment to the earliest date on which the
Severance Balance will become due and payable to the
Employee;
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 Third Amending Agreement and the
Termination Agreement, as amended by the Amending Agreement and the
Second Amending 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
