Exhibit
10.1




OCCULOGIX, INC.


(formerly
VASCULAR SCIENCES CORPORATION)


2002
STOCK OPTION PLAN, AS AMENDED IN 2008








1.
            Establishment, Purpose
      and Term of Plan.





1.1 Establishment.  The
OccuLogix, Inc. 2002 Stock Option Plan (the “Plan”)
was established effective as of the effective date of the Delaware
reincorporation of OccuLogix Corporation (the predecessor corporation to the
Company) (the “Effective
Date”) and
amended effective as of the closing of the Company’s initial public
offering.





1.2 Purpose.  The
purpose of the Plan is to advance the interests of the Participating Company
Group and its stockholders by providing an incentive to attract, retain and
reward persons performing services for the Participating Company Group and by
motivating such persons to contribute to the growth and profitability of the
Participating Company Group.





1.3 Term of Plan.  The
Plan shall continue in effect until the earlier of its termination by the Board
or the date on which all of the shares of Stock available for issuance under the
Plan have been issued and all restrictions on such shares under the terms of the
Plan and the agreements evidencing Options granted under the Plan have
lapsed.  However, all Options shall be granted, if at all, within
ten (10) years from the earlier of the date the Plan is adopted by the
Board or the date the Plan is duly approved by the stockholders of the
Company.





2.
            Definitions and
      Construction.





2.1 Definitions.Whenever
used herein, the following terms shall have their respective meanings set forth
below:





(a) “Board”
means the Board of Directors of the Company.  If one or more
Committees have been appointed by the Board to administer the Plan, “Board”
also means such Committee(s).





(b) “Code”
means the Internal Revenue Code of 1986, as amended, and any applicable
regulations promulgated thereunder.





(c) “Committee”
means the Compensation Committee or other committee of the Board duly appointed
to administer the Plan and having such powers as shall be specified by the
Board.  Unless the powers of the Committee have been specifically
limited, the Committee shall have all of the powers of the Board granted herein,
including, without limitation, the power to amend or terminate the Plan at any
time, subject to the terms of the Plan and any applicable limitations imposed by
law.





(d) “Company”
means OccuLogix, Inc., a Delaware corporation, or any successor corporation
thereto.










(e) “Consultant”
means a person engaged to provide consulting or advisory services (other than as
an Employee or a Director) to a Participating Company, provided that the
identity of such person, the nature of such services or the entity to which such
services are provided would not preclude the Company from offering or selling
securities to such person pursuant to the Plan in reliance on either the
exemption from registration provided by Rule 701 under the Securities Act or, if
the Company is required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act, registration on a Form S-8 Registration Statement under the
Securities Act.





(f) “Director”
means a member of the Board or of the board of directors of any other
Participating Company.





(g) “Disability”
means the inability of the Optionee, in the opinion of a qualified physician
acceptable to the Company, to perform the major duties of the Optionee’s
position with the Participating Company Group because of the sickness or injury
of the Optionee.





(h) “Employee”
means any person treated as an employee (including an Officer or a Director who
is also treated as an employee) in the records of a Participating Company and,
with respect to any Incentive Stock Option granted to such person, who is an
employee for purposes of Section 422 of the Code; provided, however, that
neither service as a Director nor payment of a director’s fee shall be
sufficient to constitute employment for purposes of the Plan.  The
Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee and the
effective date of such individual’s employment or termination of employment, as
the case may be.  For purposes of an individual’s rights, if any,
under the Plan as of the time of the Company’s determination, all such
determinations by the Company shall be final, binding and conclusive,
notwithstanding that the Company or any court of law or governmental agency
subsequently makes a contrary determination.





(i) “Exchange
Act”
means the Securities Exchange Act of 1934, as amended.





(j) “Fair Market
Value”
means, as of any date, the value of a share of Stock or other property as
determined by the Board, in its discretion, or by the Company, in its
discretion, if such determination is expressly allocated to the Company herein,
subject to the following:





(i)     If,
on such date, the Stock is listed on a national or regional securities exchange
or market system, the Fair Market Value of a share of Stock shall be the closing
price of a share of Stock (or the mean of the closing bid and asked prices of a
share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq
National Market, The Nasdaq SmallCap Market or such other national or regional
securities exchange or market system constituting the primary market for the
Stock, as reported in The Wall Street
Journal or such other source as the Company deems reliable.  If
the relevant date does not fall on a day on which the Stock has traded on such
securities exchange or market system, the date on which the Fair Market Value
shall be established shall be the last day on which the Stock was so traded
prior to the relevant date, or such other appropriate day as shall be determined
by the Board, in its discretion.










(ii)     If,
on such date, the Stock is not listed on a national or regional securities
exchange or market system, the Fair Market Value of a share of Stock shall be as
determined by the Board in good faith without regard to any restriction other
than a restriction which, by its terms, will never lapse.





(k) “Incentive Stock
Option”
means an Option intended to be (as set forth in the Option Agreement) and which
qualifies as an incentive stock option within the meaning of Section 422(b)
of the Code.





(l) “Insider”
means an Officer, a Director of the Company or other person whose transactions
in Stock are subject to Section 16 of the Exchange Act.





(m) “Nonstatutory
Stock Option”
means an Option not intended to be (as set forth in the Option Agreement) or
which does not qualify as an Incentive Stock Option.





(n) “Officer” means any person designated
by the Board as an officer of the Company.





(o) “Option”
means a right to purchase Stock pursuant to the terms and conditions of the
Plan.  An Option may be either an Incentive Stock Option or a
Nonstatutory Stock Option.





(p) “Option
Agreement”
means a written agreement between the Company and an Optionee setting forth the
terms, conditions and restrictions of the Option and Stock Appreciation Right
granted to the Optionee and any shares acquired upon the exercise
thereof.  An Option Agreement may consist of a form of “Notice of
Grant of Stock Option” and a form of “Stock Option Agreement” incorporated
therein by reference, or such other form or forms as the Board may approve from
time to time.





(q) “Optionee”
means a person who has been granted one or more Options and Stock Appreciation
Rights.





(r) “Parent
Corporation”
means any present or future “parent corporation” of the Company, as defined in
Section 424(e) of the Code.





(s) “Participating
Company”
means the Company or any Parent Corporation or Subsidiary
Corporation.





(t) “Participating
Company Group”
means, at any point in time, all corporations collectively which are then
Participating Companies.










(u) “Prior Plan
Options” means,
any option granted pursuant to the OccuLogix Corporation 1997 Stock Option Plan
which is outstanding on or after the date on which the Board adopts the Plan or
which is granted thereafter and prior to the Effective Date.





(v) “Rule
16b-3”
means Rule 16b-3 under the Exchange Act, as amended from time to time, or
any successor rule or regulation.





(w) “Securities
Act”
means the Securities Act of 1933, as amended.





(x) “Service”
means an Optionee’s employment or service with the Participating Company Group,
whether in the capacity of an Employee, a Director or a
Consultant.  An Optionee’s Service shall not be deemed to have
terminated merely because of a change in the capacity in which the Optionee
renders Service to the Participating Company Group or a change in the
Participating Company for which the Optionee renders such Service, provided that
there is no interruption or termination of the Optionee’s
Service.  Furthermore, an Optionee’s Service with the Participating
Company Group shall not be deemed to have terminated if the Optionee takes any
military leave, sick leave, or other bona fide leave of absence approved by the
Company; provided, however, that if any such leave exceeds ninety (90) days, on
the ninety-first (91st) day of such leave the Optionee’s Service shall be deemed
to have terminated unless the Optionee’s right to return to Service with the
Participating Company Group is guaranteed by statute or
contract.  Notwithstanding the foregoing, unless otherwise designated
by the Company or required by law, a leave of absence shall not be treated as
Service for purposes of determining vesting under the Optionee’s Option
Agreement.  The Optionee’s Service shall be deemed to have terminated
either upon an actual termination of Service or upon the corporation for which
the Optionee performs Service ceasing to be a Participating
Company.  Subject to the foregoing, the Company, in its discretion,
shall determine whether the Optionee’s Service has terminated and the effective
date of such termination.





(y) “Stock”
means the common stock of the Company, as adjusted from time to time in
accordance with Section 4.2.





(z) “Stock
Appreciation Right”
means a right to surrender to the Company all or a portion of an Option in
exchange for an amount equal to the excess, if any, of:


(i) the
Fair Market Value as of the date such Option or portion thereof is surrendered
of the Stock issuable on exercise of such Option or portion thereof over (ii)
the exercise price of such Option or portion thereof relating to such
stock.







(aa)  “Subsidiary
Corporation”
means any present or future “subsidiary corporation” of the Company, as defined
in Section 424(f) of the Code.





(bb)  “Ten Percent Owner
Optionee”
means an Optionee who, at the time an Option is granted to the Optionee, owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of a Participating Company within the meaning of
Section 422(b)(6) of the Code.










2.2 Construction.  Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of the Plan.  Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular.  Use of the term “or” is not
intended to be exclusive, unless the context clearly requires
otherwise.  Where a Stock Appreciation Right has been granted in
conjunction with an Option, the term “Option” shall include the related Stock
Appreciation Right where the context permits.





3.
            Administration.





3.1 Administration by the Board.The Plan shall be administered by the Board.  All questions of
interpretation of the Plan or of any Option shall be determined by the Board,
and such determinations shall be final and binding upon all persons having an
interest in the Plan or such Option.





3.2 Authority of
Officers.  Any Officer shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation,
determination or election which is the responsibility of or which is allocated
to the Company herein, provided the Officer has apparent authority with respect
to such matter, right, obligation, determination or election.





3.3 Powers of the Board.  In
addition to any other powers set forth in the Plan and subject to the provisions
of the Plan, the Board shall have the full and final power and authority, in its
discretion:





(a) to
determine the persons to whom, and the time or times at which, Options and Stock
Appreciation Rights shall be granted and the number of shares of Stock to be
subject to each Option and Stock Appreciation Right;





(b) to
designate Options as Incentive Stock Options or Nonstatutory Stock
Options;





(c) to
determine the Fair Market Value of shares of Stock or other
property;





(d) to
determine the terms, conditions and restrictions applicable to each Option and
Stock Appreciation Right (which need not be identical) and any shares acquired
upon the exercise thereof, including, without limitation, (i) the exercise price
of the Option, (ii) the method of payment for shares purchased upon the exercise
of the Option, (iii) the method for satisfaction of any tax withholding
obligation arising in connection with the Option and Stock Appreciation Right or
such shares, including by the withholding or delivery of shares of stock, (iv)
the timing, terms and conditions of the exercisability of the Option and Stock
Appreciation Right or the vesting of any shares acquired upon the exercise
thereof, (v) the time of the expiration of the Option and Stock
Appreciation Right, (vi) the effect of the Optionee’s termination of Service
with the Participating Company Group on any of the foregoing, and (vii) all
other terms, conditions and restrictions applicable to the Option or such shares
not inconsistent with the terms of the Plan;










(e) to
approve one or more forms of Option Agreement;





(f) to
amend, modify, extend, cancel, renew, reduce the exercise price of or in any
other manner re-price any outstanding Option and Stock Appreciation Right or to
waive any restrictions or conditions applicable to any outstanding Option and
Stock Appreciation Right or any shares acquired upon the exercise
thereof;





(g) to
accelerate, continue, extend or defer the exercisability of any Option and Stock
Appreciation Right or the vesting of any shares acquired upon the exercise
thereof, including with respect to the period following an Optionee’s
termination of Service with the Participating Company Group;





(h) to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan,
or to adopt supplements to, or alternative versions of, the Plan, including,
without limitation, as the Board deems necessary or desirable to comply with the
laws of, or to accommodate the tax policy or custom of, foreign jurisdictions
whose citizens may be granted Options and Stock Appreciation Rights;
and





(i) to
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Option Agreement and to make all other determinations and take such
other actions with respect to the Plan or any Option and Stock Appreciation
Right as the Board may deem advisable to the extent not inconsistent with the
provisions of the Plan or applicable law.





3.4 Administration with Respect to
Insiders.  With respect to participation by Insiders in the
Plan, at any time that any class of equity security of the Company is registered
pursuant to Section 12 of the Exchange Act, the Plan shall be administered
in compliance with the requirements, if any, of Rule 16b-3.





3.5 Indemnification.  In
addition to such other rights of indemnification as they may have as members of
the Board or officers or employees of the Participating Company Group, members
of the Board and any officers or employees of the Participating Company Group to
whom authority to act for the Board or the Company is delegated shall be
indemnified by the Company against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan, or any right granted hereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such person is liable for gross negligence, bad faith or
intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at its own expense to handle
and defend the same.










4.
            Shares Subject to
      Plan.





4.1 Maximum Number of Shares
Issuable.  Subject to adjustment as provided in
Section 4.2, the maximum aggregate number of shares of Stock that may be
issued under the Plan shall be 2,400,000.  This share reserve shall
consist of authorized but unissued or reacquired shares of Stock or any
combination thereof.  However, the share reserve, determined at any
time, shall be reduced by the number of shares subject to Prior Plan
Options.  If an outstanding Option, including any Prior Plan Option,
for any reason expires or is terminated or canceled or if shares of Stock are
acquired upon the exercise of an Option, including any Prior Plan Option,
subject to a Company repurchase option and are repurchased by the Company at the
Optionee’s exercise price, the shares of Stock allocable to the unexercised
portion of such Option or Prior Plan Option or such repurchased shares of Stock
shall again be available for issuance under the Plan.  However, except
as adjusted pursuant to Section 4.2, in no event shall more than 2,400,000
shares of Stock be available for issuance pursuant to the exercise of Incentive
Stock Options (the“ISO
Share Issuance Limit”).  Notwithstanding
the foregoing, at any such time as the offer and sale of securities pursuant to
the Plan is subject to compliance with Section 260.140.45 of Title 10 of the
California Code of Regulations (“Section
260.140.45”),
the total number of shares of Stock issuable upon the exercise of all
outstanding Options (together with options outstanding under any other stock
option plan of the Company) and the total number of shares provided for under
any stock bonus or similar plan of the Company shall not exceed thirty percent
(30%) (or such other higher percentage limitation as may be approved by the
stockholders of the Company pursuant to Section 260.140.45) of the then
outstanding shares of the Company as calculated in accordance with the
conditions and exclusions of Section 260.140.45.





4.2 Adjustments for Changes in Capital
Structure.  In
the event of any stock dividend, stock split, reverse stock split,
recapitalization, combination, reclassification or similar change in the capital
structure of the Company, appropriate adjustments shall be made in the number
and class of shares subject to the Plan and to any outstanding Options, in the
ISO Share Issuance Limit set forth in Section 4.1, and in the exercise
price per share of any outstanding Options.  If a majority of the
shares which are of the same class as the shares that are subject to outstanding
Options are exchanged for, converted into, or otherwise become (whether or not
pursuant to an Ownership Change Event, as defined in Section 8.1) shares of
another corporation (the “New
Shares”),
the Board may unilaterally amend the outstanding Options to provide that such
Options are exercisable for New Shares.  In the event of any such
amendment, the number of shares subject to, and the exercise price per share of,
the outstanding Options shall be adjusted in a fair and equitable manner as
determined by the Board, in its discretion.  Notwithstanding the
foregoing, any fractional share resulting from an adjustment pursuant to this
Section 4.2 shall be rounded down to the nearest whole number, and in no
event may the exercise price of any Option be decreased to an amount less than
the par value, if any, of the stock subject to the Option.  The
adjustments determined by the Board pursuant to this Section 4.2 shall be
final, binding and conclusive.










5.
            Eligibility and Option
      Limitations.





5.1 Persons Eligible for
Options.  Options
may be granted only to Employees, Consultants, and Directors.  For
purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include
prospective Employees, prospective Consultants and prospective Directors to whom
Options are granted in connection with written offers of an employment or other
service relationship with the Participating Company Group.  Eligible
persons may be granted more than one (1) Option.  However, eligibility
in accordance with this Section shall not entitle any person to be granted an
Option, or, having been granted an Option, to be granted an additional
Option.





5.2 Option Grant Restrictions.  Any
person who is not an Employee on the effective date of the grant of an Option to
such person may be granted only a Nonstatutory Stock Option.  An
Incentive Stock Option granted to a prospective Employee upon the condition that
such person become an Employee shall be deemed granted effective on the date
such person commences Service with a Participating Company, with an exercise
price determined as of such date in accordance with
Section 6.1.





5.3 Fair Market Value
Limitation.  To
the extent that options designated as Incentive Stock Options (granted under all
stock option plans of the Participating Company Group, including the Plan)
become exercisable by an Optionee for the first time during any calendar year
for stock having a Fair Market Value greater than One Hundred Thousand Dollars
($100,000), the portions of such options which exceed such amount shall be
treated as Nonstatutory Stock Options.  For purposes of this
Section 5.3, options designated as Incentive Stock Options shall be taken
into account in the order in which they were granted, and the Fair Market Value
of stock shall be determined as of the time the option with respect to such
stock is granted.  If the Code is amended to provide for a different
limitation from that set forth in this Section 5.3, such different
limitation shall be deemed incorporated herein effective as of the date and with
respect to such Options as required or permitted by such amendment to the
Code.  If an Option is treated as an Incentive Stock Option in part
and as a Nonstatutory Stock Option in part by reason of the limitation set forth
in this Section 5.3, the Optionee may designate which portion of such
Option the Optionee is exercising.  In the absence of such
designation, the Optionee shall be deemed to have exercised the Incentive Stock
Option portion of the Option first.  Separate certificates
representing each such portion shall be issued upon the exercise of the
Option.





6.
            Terms and Conditions
      of Options.





Options
shall be evidenced by Option Agreements specifying the number of shares of Stock
covered thereby, in such form as the Board shall from time to time
establish.  No Option or purported Option shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Option
Agreement.  Option Agreements may incorporate all or any of the terms
of the Plan by reference and shall comply with and be subject to the following
terms and conditions:










6.1 Exercise Price.  The
exercise price for each Option shall be established in the discretion of the
Board; provided, however, that (a) the exercise price per share for an
Incentive Stock Option shall be not less than the Fair Market Value of a share
of Stock on the effective date of grant of the Option, (b) the exercise
price per share for a Nonstatutory Stock Option shall be not less than
eighty-five percent (85%) of the Fair Market Value of a share of Stock on the
effective date of grant of the Option, and (c) no Option granted to a Ten
Percent Owner Optionee shall have an exercise price per share less than one
hundred ten percent (110%) of the Fair Market Value of a share of Stock on the
effective date of grant of the Option.  Notwithstanding the foregoing,
an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may
be granted with an exercise price lower than the minimum exercise price set
forth above if such Option is granted pursuant to an assumption or substitution
for another option in a manner qualifying under the provisions of
Section 424(a) of the Code.





6.2 Exercisability and Term of
Options.  Options
shall be exercisable at such time or times, or upon such event or events, and
subject to such terms, conditions, performance criteria and restrictions as
shall be determined by the Board and set forth in the Option Agreement
evidencing such Option; provided, however, that (a) no Option shall be
exercisable after the expiration of ten (10) years after the effective date of
grant of such Option, (b) no Incentive Stock Option granted to a Ten
Percent Owner Optionee shall be exercisable after the expiration of five (5)
years after the effective date of grant of such Option, (c) no Option
granted to a prospective Employee, prospective Consultant or prospective
Director may become exercisable prior to the date on which such person commences
Service with a Participating Company, and (d) with the exception of an Option
granted to an Officer, a Director or a Consultant, no Option shall become
exercisable at a rate less than twenty percent (20%) per year over a period of
five (5) years from the effective date of grant of such Option, subject to the
Optionee’s continued Service.  Subject to the foregoing, unless
otherwise specified by the Board in the grant of an Option, any Option granted
hereunder shall terminate ten (10) years after the effective date of grant of
the Option, unless earlier terminated in accordance with its
provisions.





6.3
Payment of Exercise Price.





(a) Forms of
Consideration Authorized.  Except as otherwise provided below,
payment of the exercise price for the number of shares of Stock being purchased
pursuant to any Option shall be made (i) in cash, by check or cash
equivalent, (ii) by tender to the Company, or attestation to the ownership,
of shares of Stock owned by the Optionee having a Fair Market Value not less
than the exercise price, (iii) by delivery of a properly executed notice
together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale or loan with respect to some or all of
the shares being acquired upon the exercise of the Option (including, without
limitation, through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board of Governors of
the Federal Reserve System) (a “Cashless
Exercise”),
(iv) by such other consideration as may be approved by the Board from time
to time to the extent permitted by applicable law, or (v) by any
combination thereof.  The Board may at any time or from time to time,
by approval of or by amendment to the standard forms of Option Agreement
described in Section 7, or by other means, grant Options which do not
permit all of the foregoing forms of consideration to be used in payment of the
exercise price or which otherwise restrict one or more forms of
consideration.










(b)
Limitations on Forms of Consideration.





(i)    
Tender of
Stock.  Notwithstanding the foregoing, an Option may not be
exercised by tender to the Company, or attestation to the ownership, of shares
of Stock to the extent such tender or attestation would constitute a violation
of the provisions of any law, regulation or agreement restricting the redemption
of the Company’s stock.  Unless otherwise provided by the Board, an
Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock unless such shares either have been owned by the
Optionee for more than six (6) months (and not used for another Option exercise
by attestation during such period) or were not acquired, directly or indirectly,
from the Company.





(ii)   
Cashless
Exercise.  The Company reserves, at any and all times, the
right, in the Company’s sole and absolute discretion, to establish, decline to
approve or terminate any program or procedures for the exercise of Options by
means of a Cashless Exercise.





(iii)  
Payment by Promissory
Note.  No promissory note shall be permitted if the exercise of
an Option using a promissory note would be a violation of any
law.  Any permitted promissory note shall be on such terms as the
Board shall determine.  The Board shall have the authority to permit
or require the Optionee to secure any promissory note used to exercise an Option
with the shares of Stock acquired upon the exercise of the Option or with other
collateral acceptable to the Company.  Unless otherwise provided by
the Board, if the Company at any time is subject to the regulations promulgated
by the Board of Governors of the Federal Reserve System or any other
governmental entity affecting the extension of credit in connection with the
Company’s securities, any promissory note shall comply with such applicable
regulations, and the Optionee shall pay the unpaid principal and accrued
interest, if any, to the extent necessary to comply with such applicable
regulations.





6.4 Tax Withholding.  The
Company shall have the right, but not the obligation, to deduct from the shares
of Stock issuable upon the exercise of an Option, or to accept from the Optionee
the tender of, a number of whole shares of Stock having a Fair Market Value, as
determined by the Company, equal to all or any part of the federal, state, local
and foreign taxes, if any, required by law to be withheld by the Participating
Company Group with respect to such Option or the shares acquired upon the
exercise thereof.  Alternatively or in addition, in its discretion,
the Company shall have the right to require the Optionee, through payroll
withholding, cash payment or otherwise, including by means of a Cashless
Exercise, to make adequate provision for any such tax withholding obligations of
the Participating Company Group arising in connection with the Option or the
shares acquired upon the exercise thereof.  The Fair Market Value of
any shares of Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the amount determined by the applicable minimum
statutory withholding rates.  The Company shall have no obligation to
deliver shares of Stock or to release shares of Stock from an escrow established
pursuant to the Option Agreement until the Participating Company Group’s tax
withholding obligations have been satisfied by the Optionee.










6.5 Repurchase Rights.  Shares
issued under the Plan may be subject to a right of first refusal, one or more
repurchase options, or other conditions and restrictions as determined by the
Board in its discretion at the time the Option is granted.  The
Company shall have the right to assign at any time any repurchase right it may
have, whether or not such right is then exercisable, to one or more persons as
may be selected by the Company.  Upon request by the Company, each
Optionee shall execute any agreement evidencing such transfer restrictions prior
to the receipt of shares of Stock hereunder and shall promptly present to the
Company any and all certificates representing shares of Stock acquired hereunder
for the placement on such certificates of appropriate legends evidencing any
such transfer restrictions.





6.6
Effect of Termination of Service.





(a) Option
Exercisability.  Subject to
earlier termination of the Option as otherwise provided herein and unless
otherwise provided by the Board in the grant of an Option and set forth in the
Option Agreement, an Option shall be exercisable after an Optionee’s termination
of Service only during the applicable time period determined in accordance with
this Section 6.6 and thereafter shall terminate:





(i)   
Disability.  If the
Optionee’s Service terminates because of the Disability of the Optionee, the
Option, to the extent unexercised and exercisable on the date on which the
Optionee’s Service terminated, may be exercised by the Optionee (or the
Optionee’s guardian or legal representative) at any time prior to the expiration
of twelve (12) months (or such longer period of time as determined by the Board,
in its discretion) after the date on which the Optionee’s Service terminated,
but in any event no later than the date of expiration of the Option’s term as
set forth in the Option Agreement evidencing such Option (the “Option Expiration
Date”).





(ii)   
Death.  If the
Optionee’s Service terminates because of the death of the Optionee, the Option,
to the extent unexercised and exercisable on the date on which the Optionee’s
Service terminated, may be exercised by the Optionee’s legal representative or
other person who acquired the right to exercise the Option by reason of the
Optionee’s death at any time prior to the expiration of twelve (12) months (or
such longer period of time as determined by the Board, in its discretion) after
the date on which the Optionee’s Service terminated, but in any event no later
than the Option Expiration Date.  The Optionee’s Service shall be
deemed to have terminated on account of death if the Optionee dies within three
(3) months (or such longer period of time as determined by the Board, in its
discretion) after the Optionee’s termination of Service.





(iii)  
Other Termination of
Service.  If the Optionee’s Service terminates for any reason,
except Disability or death, the Option, to the extent unexercised and
exercisable by the Optionee on the date on which the Optionee’s Service
terminated, may be exercised by the Optionee at any time prior to the expiration
of three (3) months (or such longer period of time as determined by the Board,
in its discretion) after the date on which the Optionee’s Service terminated,
but in any event no later than the Option Expiration Date.










(b) Extension if
Exercise Prevented by Law.  Notwithstanding
the foregoing, if the exercise of an Option within the applicable time periods
set forth in Section 6.6(a) is prevented by the provisions of
Section 10 below, the Option shall remain exercisable until three (3)
months (or such longer period of time as determined by the Board, in its
discretion) after the date the Optionee is notified by the Company that the
Option is exercisable, but in any event no later than the Option Expiration
Date.





(c) Extension if
Optionee Subject to Section 16(b).  Notwithstanding
the foregoing, if a sale within the applicable time periods set forth in
Section 6.6(a) of shares acquired upon the exercise of the Option would
subject the Optionee to suit under Section 16(b) of the Exchange Act, the
Option shall remain exercisable until the earliest to occur of (i) the
tenth (10th) day following the date on which a sale of such shares by the
Optionee would no longer be subject to such suit, (ii) the one hundred and
ninetieth (190th) day after the Optionee’s termination of Service, or
(iii) the Option Expiration Date.





(d) Extension during
Blackout Period.  Notwithstanding
the foregoing, if there is in effect during the applicable time periods set
forth in Section 6.6(a) a Company-imposed trading blackout to which the Optionee
is subject (including an Optionee that is an Insider) and provided that neither
Section 6.6(b) nor Section 6.6(c) is applicable to the circumstances at hand,
the Option shall remain exercisable until the end of the tenth business day
following the end of the trading blackout.





6.7 Transferability of
Options.  During the lifetime of the Optionee, an Option shall
be exercisable only by the Optionee or the Optionee’s guardian or legal
representative.  No Option shall be assignable or transferable by the
Optionee, except by will or by the laws of descent and
distribution.  Notwithstanding the foregoing, to the extent permitted
by the Board, in its discretion, and set forth in the Option Agreement
evidencing such Option, a Nonstatutory Stock Option shall be assignable or
transferable subject to the applicable limitations, if any, described in Section
260.140.41 of Title 10 of the California Code of Regulations, Rule 701 under the
Securities Act, and the General Instructions to Form S-8 Registration Statement
under the Securities Act.





7.
            terms
      and conditions of stock appreciate
  rights.





7.1 The
Committee may, from time to time, grant Stock Appreciation Rights to any
Employee, Consultant or Director in connection with the grant of any
Option.  Any such grant of Stock Appreciation Rights shall be included
in the Option Agreement.





7.2 Stock
Appreciation Rights shall be exerciseable only at the same time, by the same
person and to the same extent, that the Option related thereto is
exerciseable.  Upon exercise of any Stock Appreciation Right, the
corresponding portion of the related Option shall be surrendered to the
Company.





7.3 The
Company has the absolute right, at any time and from time to time, to require an
Optionee to exercise an Option in lieu of the related Stock Appreciation
Right.










8.
            Standard Forms of
      Option Agreement.





8.1 Option Agreement.  Unless
otherwise provided by the Board at the time the Option is granted, an Option
shall comply with and be subject to the terms and conditions set forth in the
form of Option Agreement approved by the Board concurrently with its adoption of
the Plan and as amended from time to time.





8.2 Authority to Vary Terms.  The
Board shall have the authority from time to time to vary the terms of any
standard form of Option Agreement described in this Section 7 either in
connection with the grant or amendment of an individual Option or in connection
with the authorization of a new standard form or forms; provided, however, that
the terms and conditions of any such new, revised or amended standard form or
forms of Option Agreement are not inconsistent with the terms of the
Plan.





9.
            Change
      in Control.





9.1 Definitions.





(a) An
“Ownership Change
Event”
shall be deemed to have occurred if any of the following occurs with respect to
the Company:  (i) the direct or indirect sale or exchange in a single
or series of related transactions by the stockholders of the Company of more
than fifty percent (50%) of the voting stock of the Company; (ii) a merger or
consolidation in which the Company is a party; (iii) the sale, exchange, or
transfer of all or substantially all of the assets of the Company; or (iv) a
liquidation or dissolution of the Company.





(b) A
“Change in
Control” shall
mean an Ownership Change Event or a series of related Ownership Change Events
(collectively, a “Transaction”) wherein the stockholders
of the Company immediately before the Transaction do not retain immediately
after the Transaction, in substantially the same proportions as their ownership
of shares of the Company’s voting stock
immediately before the Transaction, direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting securities of the Company or, in the case of a Transaction
described in Section 8.1(a)(iii), the corporation or other business entity to
which the assets of the Company were transferred (the “Transferee”), as the case may
be.  For purposes of the preceding sentence, indirect beneficial
ownership shall include, without limitation, an interest resulting from
ownership of the voting securities of one or more corporations or other business
entities which own the Company or the Transferee, as the case may be, either
directly or through one or more subsidiary corporations or other business
entities.  The Board shall have the right to determine whether
multiple sales or exchanges of the voting securities of the Company or multiple
Ownership Change Events are related, and its determination shall be final,
binding and conclusive.










9.2 Effect of Change in Control on
Options.  In
the event of a Change in Control, the surviving, continuing, successor, or
purchasing corporation or other business entity or parent thereof, as the case
may be (the “Acquiring
Corporation”),
may, without the consent of the Optionee, either assume the Company’s rights and
obligations under outstanding Options or substitute for outstanding Options
substantially equivalent options for the Acquiring Corporation’s
stock.  Any Options which are neither assumed or substituted for by
the Acquiring Corporation in connection with the Change in Control nor exercised
as of the date of the Change in Control shall terminate and cease to be
outstanding effective as of the date of the Change in
Control.  Notwithstanding the foregoing, shares acquired upon exercise
of an Option prior to the Change in Control and any consideration received
pursuant to the Change in Control with respect to such shares shall continue to
be subject to all applicable provisions of the Option Agreement evidencing such
Option except as otherwise provided in such Option
Agreement.  Furthermore, notwithstanding the foregoing, if the
corporation the stock of which is subject to the outstanding Options immediately
prior to an Ownership Change Event described in Section 8.1(a)(i)
constituting a Change in Control is the surviving or continuing corporation and
immediately after such Ownership Change Event less than fifty percent (50%) of
the total combined voting power of its voting stock is held by another
corporation or by other corporations that are members of an affiliated group
within the meaning of Section 1504(a) of the Code without regard to the
provisions of Section 1504(b) of the Code, the outstanding Options shall
not terminate unless the Board otherwise provides in its
discretion.





10.
            Provision of
      Information.





At least
annually, copies of the Company’s balance sheet and income statement for the
just completed fiscal year shall be made available to each Optionee and
purchaser of shares of Stock upon the exercise of an Option.  The
Company shall not be required to provide such information to key employees whose
duties in connection with the Company assure them access to equivalent
information.  Furthermore, the Company shall deliver to each Optionee
such disclosures as are required in accordance with Rule 701 under the
Securities Act.










11.
            Compliance with
      Securities Law.





The grant
of Options and the issuance of shares of Stock upon exercise of Options shall be
subject to compliance with all applicable requirements of federal, state and
foreign law with respect to such securities.  Options may not be
exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed.  In addition, no Option may
be exercised unless (a) a registration statement under the Securities Act
shall at the time of exercise of the Option be in effect with respect to the
shares issuable upon exercise of the Option or (b) in the opinion of legal
counsel to the Company, the shares issuable upon exercise of the Option may be
issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act.  The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance and sale of any shares hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell such shares as to which
such requisite authority shall not have been obtained.  As a condition
to the exercise of any Option, the Company may require the Optionee to satisfy
any qualifications that may be necessary or appropriate, to evidence compliance
with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.





12.
            Termination or
      Amendment of Plan.





Without
the approval of the Company’s stockholders, the Board may terminate or amend the
Plan at any time.  However, subject to changes in applicable law,
regulations or rules that would permit otherwise, without the approval of the
Company’s stockholders, there shall be (a) no increase in the maximum aggregate
number of shares of Stock that may be issued under the Plan (except by operation
of the provisions of Section 4.2), (b) no change in the class of persons
eligible to receive Incentive Stock Options, (c) no extension of the term of an
Option granted to an Insider, other than as provided for in Section 6.6(d), (d)
no reduction in the exercise price of an Option granted to an Insider, other
than in connection with adjustments for changes in the Company’s capital
structure as permitted pursuant to Section 4.2 and (e) no other amendment of the
Plan that would require approval of the Company’s stockholders under any
applicable law, regulation or rule.  No termination or amendment of
the Plan shall adversely affect any then outstanding Option unless expressly
agreed to by the affected Participant or required by applicable law, legislation
or rule.  In any event, no termination or amendment of the Plan may
adversely affect any then outstanding Option without the consent of the
Optionee, unless such termination or amendment is required to enable an Option
designated as an Incentive Stock Option to qualify as an Incentive Stock Option
or is necessary to comply with any applicable law, regulation or
rule.










13.
            Stockholder
      Approval.





The Plan
or any increase in the maximum aggregate number of shares of Stock issuable
thereunder as provided in Section 4.1 (the “Authorized
Shares”)
shall be approved by the stockholders of the Company within twelve (12) months
of the date of adoption thereof by the Board.  Options granted prior
to stockholder approval of the Plan or in excess of the Authorized Shares
previously approved by the stockholders shall become exercisable no earlier than
the date of stockholder approval of the Plan or such increase in the Authorized
Shares, as the case may be.





PLAN
HISTORY








June
      2002
            Board
      of Directors of OccuLogix Corporation, a Florida corporation (“OccuLogix”)
      adopts Plan, with an initial reserve of Two Million Six Hundred
      Seventy-Eight Thousand Nine Hundred and Ninety-Seven (2,678,997)
      shares.  This share reserve includes the number of shares of
      stock underlying outstanding options and the number of shares available
      for grant as options under the OccuLogix Corporation 1997 Stock Option
      Plan.  However, this share reserve, at any time, shall be
      reduced by the number of shares subject to Prior Plan
    Options.





June
      2002
            Stockholders
      of OccuLogix approve Plan, with an initial reserve of Two Million Six
      Hundred Seventy-Eight Thousand Nine Hundred and Ninety-Seven
      (2,678,997)shares.  This
      share reserve includes the number of shares of stock underlying
      outstanding options and the number of shares available for grant as
      options under the OccuLogix Corporation 1997 Stock Option
      Plan.  However, this share reserve, at any time, shall be
      reduced by the number of shares subject to Prior Plan
    Options.





June
      2002
            Effective
      date of Delaware reincorporation of
OccuLogix.





December
      2004
            Board
      of Directors of OccuLogix, Inc. amends Plan to increase the share reserve
      to 4,456,000.





April
      2007
            Board
      of Directors of OccuLogix, Inc. resolves to submit to the stockholders of
      OccuLogix, Inc., for their authorization at the 2007 Annual Meeting, a
      proposal to increase the share reserve under the Plan by 2,000,000, from
      4,456,000 to 6,456,000.





June
      2007
            Stockholders
      of OccuLogix, Inc. approve the proposal to increase the share reserve
      under the Plan by 2,000,000, from 4,456,000 to
  6,456,000.





May
      2008
            Board
      of Directors of OccuLogix, Inc. resolves to submit to the stockholders of
      OccuLogix, Inc., for their authorization at the 2008 Annual and Special
      Meeting, a proposal to increase the share reserve under the Plan by
      53,544,000, from 6,456,000 to
60,000,000.










September
      2008
            Stockholders
      of OccuLogix, Inc. approve the proposal to increase the share reserve
      under the Plan by 53,544,000, from 6,456,000 to
  60,000,000.





October
      2008
            OccuLogix,
      Inc. effects a 1:25 reverse stock split, as a result of which every 25
      issued and outstanding shares of common stock were combined into one share
      (and any fractional share was converted into a whole share) and the share
      reserve under the Plan was decreased to
  2,400,000.