Exhibit
10.3
  Execution
Copy
 
  TERMINATION
AGREEMENT
  THIS AGREEMENT (this “Agreement”) is made as of the
6th
day of October, 2008 by and between Suh Kim (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 an employment agreement dated as of March 12, 2007,
pursuant to which the Employee has been serving the Employer as its General
Counsel (the “Employment
Agreement”);
  AND WHEREAS,capitalized terms
used in this Agreement, but not otherwise defined, shall have the respective
meanings attributed to such terms in the Employment Agreement;
  AND WHEREAS,the Employee and
the Employer mutually have agreed that the services of the Employee will no
longer be required after the Termination Date (defined below) and, accordingly,
have agreed to the termination of the Employee’s employment with the Employer,
pursuant to Section 9.1.2 of the Employment Agreement, effective at the close of
business on the Termination Date (defined below);
  AND WHEREAS,the Employee and
the Employer hereby further acknowledge and agree that, pursuant to Section 10
of the Employment Agreement, when the Employee’s employment under the Employment
Agreement has been terminated by the Employer for any reason other than Just
Cause pursuant to Section 9.1.2 of the Employment Agreement, the Employee is
entitled to receive from the Employer, in addition to accrued but unpaid salary,
if any, a lump sum payment equal to 12 months of her Basic Salary and 2.5% of
her Basic Salary in respect of her entitlement to Benefits, less any amounts
payable to the Employee in lieu of notice where a Stop Work Notice has been
given pursuant to Section 9.2 of the Employment Agreement and any amounts owing
by the Employee to the Employer for any reason (the “Severance
Amount”);
  AND WHEREAS,the Employee has
not been given a Stop Work Notice pursuant to Section 9.2 of the Employment
Agreement;
  AND WHEREAS,the Employer owes
severance pay to each of the former members, and the other soon-to-be former
member, of the senior management team of the Employer, being Nozait Chaudry-Rao,
John Cornish, David C. Eldridge, Julie A. Fotheringham, Stephen J. Kilmer,
Stephen B. Parks, Thomas P. Reeves, Elias Vamvakas and Stephen H. Westing, and,
notwithstanding William G. Dumencu’s continuing employment with the Employer,
voluntarily has agreed to pay him the amount that would be owing to him pursuant
to his employment agreement if his employment were terminated without cause (all
such individuals, collectively, the “Affected
Individuals”);
  
  AND WHEREAS,the Employee has
agreed that the Severance Amount may be paid to her (i) as to 50%, in cash, and
(ii) as to 50%, by the grant of stock options under the Employer’s 2002 Stock
Option Plan, as amended (the “Stock Option Plan”), in a
number to be calculated in accordance with the methodology therefor described in
the Proxy Statement for the Employer’s Annual and Special Meeting of
Stockholders held on September 30, 2008 (the “Proxy
Statement”);
  AND WHEREAS,the Employer will
effect a recapitalization in which the issued and outstanding shares of its
common stock will be reverse split in a ratio of 1:25 (the “Reverse Stock
Split”);
  AND WHEREAS,the Employment
Agreement is further amended by this Agreement;
  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 and the Employer hereby agree that the Employee’s employment with the
Employer shall be terminated pursuant to Section 9.1.2 of the Employment
Agreement, effective at the close of business on November 28, 2008 or such other
date as may be agreed mutually by the Employee and the Employer (the “Termination
Date”).  The Employer shall pay the Employee, on the next
regularly scheduled payday following the Termination Date, all accrued (to and
including the Termination Date) but unpaid salary.  For greater
certainty, the Employee hereby waives the requirement, under Section 9.1.2 of
the Employment Agreement, to provide 12 months’ prior written notice to the
Employee of the Employer’s intention to terminate her employment with the
Employer.
  2.
              SEVERANCE
  2.1           Concurrently
with the discharge by the Employer of the severance obligations owing to the
Affected Individuals, the Employer shall pay the Severance Amount to the
Employee (i) as to 50%, in cash, and (ii) as to 50%, by the grant of stock
options under the Stock Option Plan, in a number calculated in accordance with
the methodology therefor described in the Proxy Statement (the “Severance Stock Options”),
provided that the Severance Stock Options shall be exercisable immediately upon
grant, have a term expiring on the tenth anniversary of the date of grant and
have an exercise price determined and set in accordance with the policy of the
Employer’s board of directors with respect to the granting of stock options and
provided, further, that the number of the Severance Stock Options and the
exercise price thereof shall be adjusted appropriately following the Reverse
Stock Split, in accordance with the provisions of the Stock Option
Plan.  The cash component of the Severance Amount shall be paid, net
of all applicable deductions and withholdings.
  2.2           Immediately
upon the payment by the Employer, to the Employee, of the Severance Amount in
accordance with Section 2.1 of this Agreement, Sections 9, 10 and 11 of the
Employment Agreement shall be deleted in their entirety and the Employee shall
have no right or entitlement to any further contractual
severance.
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  3.
              RETURN
      OF PROPERTY
  3.1           The
Employee hereby agrees that, on or prior to the Termination Date, she will
certify, in writing, that she has returned to the Employer, and she will have
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 agrees that, on or prior to the Termination Date, she will
certify, in writing, that she has returned to the Employer or destroyed, and she
will have returned to the Employer or destroyed, all tangible material embodying
Confidential Information 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.
  4.
              RELEASE
      AND TERMINATION
  4.1           The
Employee hereby agrees, on behalf of herself and her administrators, heirs,
assigns and anyone claiming through her, 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 has, on the date hereof, as a result of the
Employee’s employment with the Employer or the termination thereof hereunder,
including, without limitation, any claim relating to the Employment Agreement or
the termination thereof hereunder 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), provided, however,
that such release and discharge shall be effective only upon the payment in full
by the Employer of the Severance Amount pursuant to Article 2 of this
Agreement.  Notwithstanding the foregoing, nothing herein shall be
construed as depriving the Employee of (i) any indemnification rights to which
she is entitled under the Amended and Restated By-laws of the Employer or under
the Indemnification Agreement, dated as of the date hereof, between the Employer
and the Employee or (ii) any protection to which she 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.
  4.2           Section
13 of the Employment Agreement (Non-Competition) is hereby amended by replacing,
in the first paragraph thereof, the words “which is the same as, or
substantially similar to, or which competes with or would compete with, the
business carried on by the Corporation or any of its Subsidiaries during the
Employment Period or at the end thereof.” with the words “(i) the Corporation’s
RHEO business and/or (ii) the business of OcuSense, Inc., as each of them was
carried on during the Employment Period.”.
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  4.3           At
the close of business on the Termination Date, the Employment Agreement shall be
terminated and rendered null and void, save and except for those provisions
thereof that are expressly stated to survive the termination thereof, including,
without limitation, Section 13 (Non-Competition), as amended by Section 4.2 of
this Agreement, and Sections 14 (No Solicitation of Customers or Patients), 15
(No Solicitation of Employees), 16 (Confidentiality) and 17
(Remedies).  The Employee hereby agrees to abide by such provisions,
including, for greater certainty, Section 13 of the Employment Agreement
(Non-Competition), as amended by Section 4.2 of this Agreement.
  5.
              FUTURE
      EMPLOYMENT
  5.1           The
mitigation by the Employee of any damages or losses arising from the
contemplated termination hereunder of her employment with the Employer and the
contemplated termination of the Employment Agreement hereunder (including,
without limitation, by obtaining other employment) shall not, in any way,
derogate from, or otherwise affect, the Employee’s rights or the Employer’s
obligations under this Agreement.  For greater certainty, and without
derogating from the generality of the foregoing statement, no amount to be paid
by the Employer under this Agreement shall be reduced, or made refundable to the
Employer, by any compensation earned by the Employee as a result of employment
by another employer or otherwise after the Termination Date.
  6.
              THIRD
      PARTY COMMUNICATIONS
  6.1           In
consideration of the mutual promises and covenants contained herein, each of the
parties hereto hereby agrees that she 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 6.1, 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.
  7.
              ACKNOWLEDGEMENT
  7.1
              The
      Employee hereby acknowledges that:
  (a)
              She
      has had sufficient time to review and consider this Agreement
      thoroughly;
  (b)
              She
      has read and understands the terms of this Agreement and her obligations
      hereunder;
  (c)
              She
      has been given an opportunity to obtain independent legal advice, or such
      other advice as she may desire, concerning the interpretation and effect
      of this Agreement; and
  (d)
              She
      is entering this Agreement voluntarily and without any pressure from the
      Employer.  4
  8.
              MISCELLANEOUS
  8.1           The
headings in this Agreement are included solely for convenience of reference and
shall not affect the construction or interpretation hereof.
  8.2           The
parties hereto expressly agree that nothing in this Agreement shall be construed
as an admission of liability.
  8.3           This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective heirs, trustees, administrators, successors and
assigns.
  8.4           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 Employer.  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.
  8.5           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.
  8.6           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.
  8.7           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.
  
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  IN WITNESS WHEREOF,the
parties have executed this Agreement as of the date set forth
above.
   OCCULOGIX,
      INC.By:
                    /s/
      Elias VamvakasElias
      VamvakasChief
      Executive Officer
 
  /s/
      Suh KimSignature
      of Witness
                  
                  Suh
      KimName
      of Witness (please
      print)
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