exv10w24






Exhibit 10.24




AMENDMENT TO

EMPLOYMENT AGREEMENT




          THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made this 19th day of June,
2009, by and between TLC Vision Corporation, a New Brunswick corporation (“Corporation”), and James
Feinstein, an Illinois resident (“Employee”).



          WHEREAS the parties entered into an Employment Agreement dated December 5, 2007 (the
“Agreement; and



          WHEREAS the Agreement remains in full force and effect and the parties desire to amend certain
terms of the Agreement, as more fully set forth below:



          NOW THEREFORE in consideration of the mutual promises and covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
and parties agree as follows:




	 	1.	 	Effective Date. The “Effective Date” of this Amendment is June 8, 2009.
	 
	 	2.	 	Definitions. Capitalized terms used, but not otherwise defined in this
Amendment, shall have the same meaning prescribed by the Agreement.
	 
	 	3.	 	Employment of Employee. The first sentence of Section 2 of the Agreement is
hereby deleted in its entirety and replaced with the following text:
	 
	 	 	 	“The Corporation shall employ the Employee, and the Employee shall serve the Corporation in
the position of Senior Vice President, Sales.”
	 
	 	4.	 	Salary. The first sentence of Section 5.1 of the Agreement is hereby deleted
in its entirety and replaced with the following text:
	 
	 	 	 	“The Corporation shall pay Employee a salary, less applicable deductions and withholdings, in
respect of each Year of Employment of this Agreement calculated at the rate of Two Hundred
Twenty Thousand and 00/100 Dollars ($220,000.00) per annum (“Salary”), payable in equal
bi-weekly installments according to the Corporation’s regular payroll practices.”
	 
	 	5.	 	Bonus. The first sentence of Section 5.2 of the Agreement is hereby deleted in
its entirety and replaced with the following text:
	 
	 	 	 	“The Employee is eligible to receive a bonus equal to the maximum amount of 60% of Employee’s
Salary, less applicable deductions and withholdings.”
	 
	 	6.	 	Notice. Employee’s address for purposes of Section 17 of the Agreement is
hereby amended as follows:




James Feinstein

1725 Cavell Ave.

Highland Park, IL 60035





	 	7.	 	Integration. Except as provided in this Amendment, the terms of the Agreement
shall continue in full force and effect. In the event of a conflict between the terms of
the Amendment and the Agreement, the terms of this Amendment shall prevail. The Amendment
and the Agreement constitute the entire understanding of the parties, and supersedes any
and all prior or contemporaneous promises, negotiations, representations, understandings or
agreements, whether oral or written, concerning the subject matter hereof. The Agreement
shall not be further modified or amended except by a written document executed by each
party.
	 
	 	8.	 	Execution. This Amendment may be executed in counterparts, each of which shall
be deemed to be an original, and all of such counterparts shall together constitute one and
the same Amendment. Execution and delivery of this Amendment by delivery of a facsimile or
electronically recorded copy (including a .pdf file) bearing a copy of the signature of a
party shall




 









 










constitute a valid and binding execution and delivery of this Amendment by such party. Such
copies shall constitute enforceable original documents.



IN WITNESS WHEREOF, the parties have executed this Amendment as the date first above written.




	 	 	 	 	 	 
	 	 	TLC VISION CORPORATION	 	 	EMPLOYEE
	 
	 	 	 	 	 
	By:

	 	/s/ Charles Judy
	 	 	/s/ James Feinstein
	 

	 	 
	 	 	 
	 

	 	 
	 	 	James Feinstein
	 

	 	Title: SVP, Shared Services & Corporate Secretary