Exhibit 10.3 - RELEASE AGREEMENT (IRVING SIEGEL)


    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.  	
              TERMINATION

            


    

     

    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.  	
              RETURN
                OF PROPERTY

            


    

     

    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.  	
              SEVERANCE

            


    

     

    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.  	
              RELEASE
                AND TERMINATION

            


    

     

    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 the Employment Agreement (Secrecy), Section
      11 of
      the Employment Agreement (No Interference), Section 12 of the Employment
      Agreement (Assignment of Inventions), Section 13 of the Employment Agreement
      (Existing Inventions), Section 15 of the Employment Agreement (Indemnification),
      Section 18 of the Employment Agreement (Mediation) and Section 19 of the
      Employment Agreement (Arbitration). The Employee hereby agrees to abide by
      all
      of such provisions.

     

    4.3  The
      Employer hereby acknowledges and agrees that the Employee holds (i) 300,000
      time-based options (the “Time-Based
      Options”)
      granted
      under the Employer’s 2002 Stock Option Plan (the “Plan”)
      and
      (ii) 75,000 performance-based options (the “Performance-Based
      Options”)
      granted
      under the Plan. The Employer hereby further acknowledges and agrees that,
      notwithstanding the termination of the Employee’s employment with the Employer
      and the termination of the Employment Agreement pursuant hereto, all of the
      Time-Based Options are currently exercisable at U.S.$0.99 per Time-Based Option
      and, in all other respects, in accordance with the terms and conditions of
      the
      Notice of Grant of Stock Option and the Stock Option Agreement, both relating
      to
      the grant of the Time-Based Options, and the Plan. The Employer hereby further
      acknowledges and agrees that there are currently no Employer-imposed
      restrictions on the Employee’s ability to exercise any of the Time-Based
      Options. The Employee hereby acknowledges and agrees that none of the
      Performance-Based Options are exercisable on the Termination Date and that,
      by
      their terms and conditions, will never be exercisable.

     

    
      	5.  	
              NO
                FUTURE ACTIONS

            


    

     

    5.1  The
      Employee represents, warrants and covenants that he will not file any, and,
      if
      applicable, will withdraw all, complaints, charges, suits or grievances against
      the Employer or its affiliates or subsidiaries, or any of their respective
      officers, directors, shareholders, agents, servants, representatives,
      underwriters, successors, heirs and assigns, with any governmental agency or
      court, relating to his employment with the Employer, and the Employee further
      agrees that neither he nor any person, organization or any other entity acting
      on his behalf will file, or cause or permit to be filed, any other complaint,
      charge, suit or grievance against the Employer at any time hereafter involving
      any matter occurring or arising in the past up to the date of this Agreement.
      In
      the event of breach of this representation, warranty and covenant by the
      Employee, he will return immediately, in full, all payments made to him pursuant
      to Section 3.1 hereof. Furthermore, in the event of such breach, the Employee
      will pay the Employer’s reasonable attorneys’ fees incurred in connection with
      defending or otherwise responding to such a complaint, charge, suit or
      grievance. Notwithstanding anything in this Section 5.1 to the contrary, this
      Section 5.1 shall not apply to any complaint, charge, suit or grievance brought
      by the Employee, or any person, organization or other entity acting on his
      behalf, in connection with a breach by the Employer of any of its obligations
      under this Agreement.

     

    
      	6.  	
              CONSULTING
                SERVICES

            


    

     

    6.1  Notwithstanding
      the termination of the Employee’s employment with the Employer pursuant to this
      Release Agreement, the Employee hereby agrees that, during the period from
      May
      8, 2006 to June 8, 2006 inclusive, he will provide to the Employer consulting
      services in connection with the Employer’s clinical trial known as “MIRA-1”
when, if and as requested by the Employer, acting reasonably, provided that
      the
      provision of such consulting services shall not require more than five hours
      of
      the Employee’s time in total. To the extent that the provision of such
      consulting services pursuant to this Section 6.1, if any, is anticipated to
      consume more than five hours of the Employee’s time, then the Employer and the
      Employee will negotiate, in good faith, appropriate compensation for the
      excessive time to be spent by the Employee in rendering such consulting
      services.

     

    
      	7.  	
              THIRD
                PARTY COMMUNICATIONS

            


    

     

    7.1  In
      consideration of the mutual promises and covenants contained herein, each of
      the
      parties hereto hereby agrees that he and it will not make any statements to,
      or
      initiate or participate in any discussions with, any other person, including,
      without limitation, the Employer’s customers, which are derogatory, disparaging
      or injurious to the reputation of the Employee or the Employer. This Section
      7.1, in no way, shall be construed as prohibiting either party hereto from
      responding truthfully to any question or interrogatory to which such party
      is
      requested to respond.

     

    
      	8.  	
              ACKNOWLEDGEMENT

            


    

     

    8.1  The
      Employee hereby acknowledges that:

     

    
      	(a)  	
              He
                has had sufficient time to review and consider this Agreement
                thoroughly;

            


    

     

    
      	(b)  	
              He
                has read and understands the terms of this Agreement and his obligations
                hereunder;

            


    

     

    
      	(c)  	
              He
                has been given an opportunity to obtain independent legal advice,
                or such
                other advice as he may desire, concerning the interpretation and
                effect of
                this Agreement; and

            


    

     

    
      	(d)  	
              He
                is entering this Agreement voluntarily and without any pressure from
                the
                Employer.

            


    

     

    
      	9.  	
              MISCELLANEOUS

            


    

     

    9.1  The
      headings in this Agreement are included solely for convenience of reference
      and
      shall not affect the construction or interpretation hereof.

     

    9.2  The
      parties hereto expressly agree that nothing in this Agreement shall be construed
      as an admission of liability.

     

    9.3  This
      Agreement shall be binding upon, and inure to the benefit of, the parties hereto
      and their respective heirs, trustees, administrators, successors and
      assigns.

     

    9.4  This
      Agreement constitutes the entire agreement between the parties hereto pertaining
      to the subject matter of the termination of the Employee’s employment with the
      Employer. This Agreement supersedes and replaces all prior agreements, if any,
      written or oral, with respect to such subject matter and any rights which the
      Employee may have by reason of any such prior agreements or by reason of the
      Employee’s employment with the Corporation. There are no representations,
      warranties or agreements between the parties hereto in connection with the
      subject matter of this Agreement, except as specifically set forth in this
      Agreement. No reliance is placed on any representation, opinion, advice or
      assertion of fact made by the Employer or any of its officers, directors, agents
      or employees to the Employee, except to the extent that the same has been
      reduced to writing and included as a term of this Agreement. Accordingly, there
      shall be no liability, either in tort or in contract, assessed in relation
      to
      any such representation, opinion, advice or assertion of fact, except to the
      extent aforesaid.

     

    9.5  Each
      of
      the provisions contained in this Agreement is distinct and severable, and a
      declaration of invalidity or unenforceability of any provision or part thereof
      by a court of competent jurisdiction shall not affect the validity or
      enforceability of any other provision hereof.

     

    9.6  This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the Province of Ontario and the federal laws of Canada applicable
      therein.

     

    9.7  This
      Agreement may be signed in counterparts and delivered by facsimile transmission
      or other electronic means, and each of such counterparts shall constitute an
      original document, and such counterparts, taken together, shall constitute
      one
      and the same instrument.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

         

        


      

    


    IN
      WITNESS WHEREOF
      the
      parties hereto have executed this Agreement.

     

    
      	 	 	
               

              OCCULOGIX,
                INC.

               

            
	
               

                                               By:

                 

                 

              

               

            	
               

              /s/
                Thomas  P.Reeves                                                                                                                            

            
	 	
               

              Thomas
                P. Reeves

               

            
	 	
               

              President
                and Chief Operating Officer

               

            


    

    


     

    
      	 	 	
               

              /s/
                Irving J. Siegel

               

            
	
              Signature
                of Witness

            	 	
               

              Irving
                J. Siegel

               

            
	 	 	 
	
              Name
                of Witness (please
                print)