Exhibit 10.4 - Option Agreement (Stephen Parks)


    
      

    

    OPTION
      AGREEMENT 

     

    


    THIS
      AGREEMENT
      is made
      effective as of the 4th day of October, 2005

    


    B
      E T W E E N:

    


    OCCULOGIX,
      INC., a
      corporation incorporated under the laws of the State of Delaware

    


    (hereinafter
      referred to as the “Corporation”)

    


    


    -
      and
      -

    


    


    STEPHEN
      PARKS of
      the
      City of Senatobia in the State of Mississippi

     

    (hereinafter
      referred to as the “Optionee”)

    


    


    WHEREAS,
      as
      of the
      Effective Date (defined below), the Optionee was appointed the Vice President,
      Sales of the Corporation;

    


    AND
      WHEREAS, as
      of the
      Effective Date, the Corporation entered into an executive employment agreement
      with the Optionee pursuant to which he was granted an aggregate of 300,000
      options entitling him to purchase an aggregate of 300,000 shares of common
      stock
      of the Corporation (the “Executive
      Employment Agreement”);

    


    AND
      WHEREAS
      the
      Executive Employment Agreement contemplated that the Corporation and the
      Optionee would enter into a definitive option agreement which would set out,
      in
      detail, the terms and conditions of the options granted to the Optionee, which
      terms and conditions would be substantially similar to those of options granted
      prior to the Effective Date under the Corporation’s 2002 Stock Option Plan (the
“Plan”);

    


    AND
      WHEREAS
      this
      Agreement is such definitive option agreement;

    


    NOW,
      THEREFORE, in
      consideration of the promises and mutual covenants set out in this Agreement
      (the receipt and sufficiency of which are hereby acknowledged by the parties),
      the parties hereto hereby agree as follows:

     

    1.     INTERPRETATION

     

    1.1    Definitions.
      In this
      Agreement, the following terms shall have the meanings set forth
      below:

     

    
      	(a)  	
              “Acquiring
                Corporation”
                has the meaning attributed to such term in Section
                8.2;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(b)  	
              “Agreement”
                means this agreement and the schedule attached to this agreement,
                in each
                case, as they may be amended or supplemented from time to time, and
                the
                expressions “hereof”,
                “herein”,
                “hereto”,
                “hereunder”,
                “hereby”
                and similar expressions refer to this Agreement, and, unless otherwise
                indicated, references to sections are references to sections in this
                Agreement; 

            


    

     

    
      	(c)  	
              “Board”
                means
                the board of directors of the Corporation or any committee appointed
                by
                the Board to administer the Plan or this
                Agreement;

            


    

     

    
      	(d)  	
              “Cashless
                Exercise”
                has the meaning attributed to such term in Section
                4.2;

            


    

     

    
      	(e)  	
              “Change
                in Control”
                has the meaning attributed to such term in Section
                8.1(b);

            


    

     

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

            


    

     

    
      	(g)  	
              “Disability”
                means the inability of the Optionee, in the opinion of a qualified
                physician acceptable to the Corporation, 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)  	
              “Effective
                Date”
                means October 4, 2005;

            


    

     

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

            


    

     

    
      	(j)  	
              “Executive
                Employment Agreement”
                has the meaning attributed to such term in the second recital
                above;

            


    

     

    
      	(k)  	
              “Fair
                Market Value” means
                the fair market value of the shares of common stock of the Corporation
                or
                other property, as determined by the Board, in its discretion, applying
                the principles required to be applied by it in its determination
                of Fair
                Market Value under the Plan;

            


    

     

    
      	(l)  	
              “New
                Shares”
                has the meaning attributed to such term in Section
                7.3;

            


    

     

    
      	(m)  	
              “Options”
                means, collectively, the Time-based Options and the Performance-based
                Options;

            


    

     

    
      	(n)  	
              “Ownership
                Change Event”
                has the meaning attributed to such term in Section
                8.1(a);

            


    

     

    
      	(o)  	
              “Parent
                Corporation”
                means any present or future “parent corporation” of the Corporation, as
                such term is defined in Section 424(e) of the
                Code;

            


    

     

    
      	(p)  	
              “Participating
                Company”
                means the Corporation or any Parent Corporation or Subsidiary
                Corporation;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

            


    

     

    
      	(r)  	
              “Performance-based
                Options”
                has the meaning attributed to such term in Section
                3.1;

            


    

     

    
      	(s)  	
              “Performance-based
                Vesting Condition”
                has the meaning attributed to such term in Section
                3.2;

            


    

     

    
      	(t)  	
              “Plan”
                has the meaning attributed to such term in the third recital
                above;

            


    

     

    
      	(u)  	
              “Securities
                Act” means
                the Securities Act of 1933, as
                amended;

            


    

     

    
      	(v)  	
              “Service”
                means the Optionee’s employment or service with the Participating Company
                Group, whether in the capacity of an employee or a
                consultant;

            


    

     

    
      	(w)  	
              “Stock”
                means the common stock of the Corporation, as adjusted from time
                to time
                in accordance with Section 7.3;

            


    

     

    
      	(x)  	
              “Stock
                Option Exercise Notice”
                has the meaning attributed to such term in Section
                4.1;

            


    

     

    
      	(y)  	
              “Subsidiary
                Corporation”
                means any present or future “subsidiary corporation” of the Corporation,
                as such term is defined in Section 424(f) of the
                Code;

            


    

     

    
      	(z)  	
              “Time-based
                Options”
                has the meaning attributed to such term in Section
                2.1;

            


    

     

    
      	(aa)  	
              “Transaction”
                has the meaning attributed to such term in Section 8.1(b);
                and

            


    

     

    
      	(bb)  	
              “Transferee”
                has the meaning attributed to such term in Section
                8.1(b).

            


    

     

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

     

    1.3    Number
      and Gender.
      In this
      Agreement, words importing the singular include the plural and vice versa.
      Words
      importing the masculine gender include the feminine and neuter
      genders.

     

    1.4    Invalidity
      of Provisions.
      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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.5    Entire
      Agreement and Waiver.
      Together with the Executive Employment Agreement, this Agreement constitutes
      the
      entire agreement between the Corporation and the Optionee with respect to the
      subject matter hereof and supersedes all prior agreements, undertakings,
      negotiations and discussions, whether written or oral, that may have taken
      place
      between the parties hereto with respect to the subject matter hereof. No
      supplement or amendment to, or waiver of, this Agreement shall be binding unless
      it is executed in writing by the party hereto to be bound thereby. No waiver
      of
      any provision of this Agreement shall constitute, or be deemed to be, a waiver
      of any other provision of this Agreement, whether or not similar to the
      provision being waived, nor shall any waiver constitute a continuing waiver,
      unless otherwise expressly provided.

     

    1.6    Paramountcy.
      In the
      case of any conflict or inconsistency between any of the provisions of this
      Agreement and any of the provisions of any employment agreement then in effect
      between the Corporation and the Optionee (including, for greater certainty,
      the
      Executive Employment Agreement), the latter agreement shall
      prevail.

     

    1.7    Governing
      Law.
      This
Agreement
      shall be governed by the laws of the State of Delaware as such laws are
      applied to agreements between Delaware residents entered into and to be
      performed entirely within the State of Delaware.

     

    
      
      

      2.    GRANT
        OF TIME-BASED
        OPTIONS

       

      2.1    Time-based
        Options. The Corporation hereby grants to the Optionee an aggregate of
        200,000 options entitling him to purchase an aggregate of 200,000 shares
        of
        Stock (the “Time-based Options”) at the exercise price per share of U.S.$6.28,
        being the NASDAQ closing price of the Corporation’s common stock on the
        Effective Date.

    

     

    2.2    Right
      to Exercise.
      Except
      as may be otherwise provided herein, the Time-based Options shall be
      exercisable:

     

    
      	(a)  	
              as
                to 331⁄3%, on and after the first anniversary of the Effective
                Date;

            


    

     

    
      	(b)  	
              as
                to an additional 331⁄3%, on and after the second anniversary of the
                Effective Date; and

            


    

     

    
      	(c) 	
              as
                to the balance, on and after the third anniversary of the Effective
                Date;

            


    

     

    
      subject
        to earlier termination of the Time-based Options as provided in this Section
        2.2
        and Section 5, in an amount not to exceed the number of vested shares of
        Stock
        less the number of shares of Stock previously acquired upon any previous
        exercise of Time-based Options. All of the Time-based Options shall expire
        on
        the tenth anniversary of the Effective Date.

    

     

    2.3    Non-statutory
      Stock Options.
      The
      Time-based Options are intended to be “Non-statutory Stock Options” and shall
      not be treated as “Incentive Stock Options” within the meaning of Section 422 of
      the Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.    GRANT
      OF
      PERFORMANCE-BASED OPTIONS

     

    3.1    Performance-based
      Options.
      The
      Corporation hereby grants to the Optionee an aggregate of 100,000 options
      entitling him to purchase an aggregate of 100,000 shares of Stock (the
“Performance-based
      Options”)
      at the
      exercise price per share of U.S.$6.28, being the NASDAQ closing price of the
      Corporation’s common stock on the Effective Date.

     

    3.2    Right
      to Exercise.
      Subject
      to earlier termination as provided in this Section 3.2 and Section 5, and except
      as may be otherwise provided herein, the Performance-based Options shall become
      exercisable if the Corporation achieves a minimum of U.S.$250,000,000 of
      aggregate net sales over four consecutive fiscal quarters occurring prior to
      January 1, 2011, net of marketing discounts, volume discounts, sales discounts
      and other like discounts (the “Performance-based
      Vesting Condition”).
      If the
      Performance-based Vesting Condition is fulfilled, the Performance-based Options
      shall be exercisable on and after the date on which the Board approves the
      unaudited or audited financial statements of the Corporation covering the last
      of the aforementioned four consecutive fiscal quarters and in an amount not
      to
      exceed the number of vested shares of Stock less the number of shares of Stock
      previously acquired upon any previous exercise of Performance-based Options.
      The
      Performance-based Options shall be deemed to have expired on January 1, 2011
      if
      the Performance-based Vesting Condition is not fulfilled by the end of the
      fiscal quarter ending December 31, 2010. Otherwise, they shall expire on the
      tenth anniversary date of the Effective Date.

     

    3.3    Non-statutory
      Stock Options.
      The
      Performance-based Options are intended to be “Non-statutory Stock Options” and
      shall not be treated as “Incentive Stock Options” within the meaning of Section
      422 of the Code.

     

    4.    METHOD
      AND
      PAYMENT

     

    4.1    Method
      of Exercise.
      Exercise of Options shall be by written notice to the Corporation in the form
      of
      the exercise notice attached hereto as Schedule “A” or such other form that may
      be approved by the Corporation from time to time (the “Stock
      Option Exercise Notice”).
      The
      Stock Option Exercise Notice must be completed and signed by the Optionee and
      delivered to the Chief Financial Officer of the Corporation, or other authorized
      representative of the Participating Company Group, prior to the termination
      of
      the Options, accompanied by full payment of the aggregate exercise price, in
      accordance with Section 4.2, for the number of shares of Stock being purchased.
      Options shall be deemed to be exercised upon receipt by the Corporation of
      the
      completed and signed Stock Option Exercise Notice and the aggregate exercise
      price.

     

    4.2    Payment
      of Exercise Price.
      Payment
      of the aggregate exercise price for the shares of Stock underlying Options
      being
      exercised shall be made (i) in cash or by certified or bank cashier’s check
      payable to the Corporation, (ii) by tender to the Corporation, or attestation
      to
      the ownership, of whole shares of the Corporation owned by the Optionee for
      at
      least six months and having a Fair Market Value of not less than the aggregate
      exercise price, (iii) by means of a Cashless Exercise or (iv) by any combination
      of the foregoing. Notwithstanding the foregoing, Options may not be exercised
      by
      tender to the Corporation, or attestation to the ownership, of shares of the
      Corporation unless such shares either have been owned by the Optionee for more
      than six months (and not used for another exercise of Options by attestation
      during such period) or were not acquired, directly or indirectly, from the
      Corporation. “Cashless
      Exercise”
      means
      the delivery of a properly completed and signed Stock Option Exercise Notice
      together with irrevocable instructions to a broker, in a form acceptable to
      the
      Corporation, providing for the assignment to the Corporation of the proceeds
      of
      a sale or loan with respect to some or all of the shares of Stock to be acquired
      upon the exercise of Options pursuant to a program or procedure approved by
      the
      Corporation (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). The Corporation reserves the right,
      in
      its sole and absolute discretion, at any and at all times, to decline to approve
      or terminate any such program or procedure.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.3    Tax
      Withholding.
      It
      shall be a condition to the Corporation’s obligation to issue shares of Stock
      upon exercise of Options that the Optionee (or any beneficiary or person
      entitled to act hereunder) pay to the Corporation, upon demand, such amount
      as
      may be requested by the Corporation for the purpose of satisfying any liability
      to withhold federal, state, provincial or local income or other
      taxes.

     

    4.4    Restrictions
      on Grant and Issuance.
      The
      grant of the Options and the issuance of shares of Stock upon the exercise
      of
      Options shall be subject to compliance with all applicable requirements of
      federal, state, provincial, local or foreign law with respect to such securities
      and the regulations or the requirements of any stock exchange or market system
      upon which the stock of the Corporation may then be listed.

     

    5.    TERMINATION
      OF OPTIONS

      

    5.1    Termination
      of Time-based Options.
      The
      Time-based Options shall terminate and may no longer be exercised after the
      first to occur of (i) the tenth anniversary of the Effective Date, (ii) the
      last
      date for exercising Options following termination of the Optionee’s Service as
      provided in Section 6 and (iii) a Change in Control.

     

    5.2    Termination
      of Performance-based Options.
      The
      Performance-based Options shall be deemed to have terminated on January 1,
      2011,
      and may not be exercised thereafter, if the Performance-based Vesting Condition
      is not fulfilled on or before December 31, 2010 and otherwise shall terminate
      and may no longer be exercised after the first to occur of (i) the tenth
      anniversary of the Effective Date, (ii) the last date for exercising Options
      following termination of the Optionee’s Service as provided in Section 6 and
      (iii) a Change in Control.

     

    6.    EFFECT
      OF
      TERMINATION OF SERVICE          

     

    6.1    Disability.
      If the
      Optionee’s Service terminates because of the Disability of the Optionee, the
      Options, to the extent unexercised and exercisable on the date on which the
      Optionee’s Service terminates, may be exercised by the Optionee (or the
      Optionee’s guardian or legal representative) at any time prior to the expiration
      of the twelve-month period following the date on which the Optionee’s Service
      terminates but, in any event, no later than the tenth anniversary of the
      Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.2    Death.
      If the
      Optionee’s Service terminates because of the death of the Optionee, the Options,
      to the extent unexercised and exercisable on the date on which the Optionee’s
      Service terminates, may be exercised by the Optionee’s legal representative, or
      other person who acquires the right to exercise the Options by reason of the
      Optionee’s death, at any time prior to the expiration of the twelve-month period
      following the date on which the Optionee’s Service terminates but, in any event,
      no later than the tenth anniversary of the Effective Date. The Optionee’s
      Service shall be deemed to have terminated on account of death if the Optionee
      dies within three months of the termination of the Optionee’s
      Service.

     

    6.3    Termination
      without Cause.
      If the
      Optionee’s Service is terminated without cause, the Options, to the extent
      unexercised and exercisable on the date on which the Optionee’s Service
      terminates, may be exercised by the Optionee (or the Optionee’s guardian or
      legal representative) at any time prior to the expiration of the three-month
      period following the date on which the Optionee’s Service terminates but, in any
      event, no later than the tenth anniversary date of the Effective Date. The
      date
      on which the Optionee’s Service terminates shall be his or her last day of
      active employment and shall not include any period of statutory or reasonable
      notice or any period of deemed employment.

     

    6.4    Other
      Termination of Service.
      If the
      Optionee’s Service terminates for any reason, except Disability, death or
      termination without cause, the Options, to the extent unexercised and
      exercisable by the Optionee on the date on which the Optionee’s Service
      terminates, may be exercised by the Optionee at any time prior to the expiration
      of the one-month period following the date on which the Optionee’s Service
      terminates but, in any event, no later than the tenth anniversary of the
      Effective Date.

     

    6.5    Extension
      in Consideration of Section 16(b) of Exchange Act.
      Notwithstanding Sections 6.1 to 6.4 inclusive, if a sale, within the applicable
      time periods set forth in such sections, of shares of Stock acquired upon the
      exercise of Options would subject the Optionee to suit under Section 16(b)
      of
      the Exchange Act, then the unexercised and exercisable Options shall remain
      exercisable until the earliest to occur of (i) the tenth day following the
      date
      on which a sale of such shares of Stock would not longer subject the Optionee
      to
      such a suit, (ii) the 190th
      day
      after the Optionee’s termination of Service or (iii) the tenth anniversary of
      the Effective Date.

     

    6.6    Extension
      if Exercise is Prohibited by Law.
      Notwithstanding Sections 6.1 to 6.4 inclusive, if the exercise of Options within
      the applicable time periods set forth in such sections is prevented by the
      requirement to comply with applicable securities laws pursuant to Section 9,
      then the unexercised and exercisable Options shall remain exercisable until
      the
      end of the three-month period following the date on which the Optionee is
      notified by the Corporation that Options are not exercisable or such longer
      period of time as determined by the Board in its discretion, provided, however,
      that the Options shall, in no event, remain exercisable beyond the tenth
      anniversary of the Effective Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.7    Determination
      of Termination of Service.
      The
      Optionee’s Service shall not be deemed to have terminated merely because of a
      change of capacity in which the Optionee renders Service to the Participating
      Company Group or a change in the Participating Company for which the Optionee
      renders 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 Corporation; provided, however, that if any such leave
      exceeds 90 days, on the 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 Corporation or determined by law, a leave of absence
      shall not be treated as Service for purposes of determining the vesting of
      the
      Time-based Options. 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 Corporation, in its discretion, shall determine whether
      the
      Optionee’s Service has terminated and the effective date of such
      termination.

     

    7.    ADMINISTRATION

     

    7.1    Administration
      by Board.
      This
      Agreement and the Options shall be administered by the Board. All questions
      of
      interpretation of this Agreement and the Options shall be determined by the
      Board, and such determination shall be final and binding upon the Optionee
      and
      all other persons having an interest in this Agreement and the
      Options.

     

    7.2    Powers
      of Board.
      Without
      derogating from the generality of Section 7.1, the Board shall have the full
      and
      final power and authority, in its discretion, to correct any defect, supply
      any
      omission or reconcile any inconsistency in this Agreement and to make all other
      determinations and take such other actions with respect to this Agreement and
      the Options as the Board may deem advisable.

     

    7.3    Adjustment
      for Changes in Capital Structure.
      In the
      event of any stock dividend, stock split, reverse stock split, recapitalization,
      combination, reclassification or other similar change in the capital structure
      of the Corporation, appropriate adjustments shall be made in the number and
      class of shares of the Corporation subject to the then outstanding Options
      and
      in the exercise price per share of the outstanding Options. If a majority of
      the
      shares of the Corporation subject to the outstanding Options are exchanged
      for,
      converted into or otherwise become shares of another corporation (“New
      Shares”)
      (whether or not pursuant to an Ownership Change Event), the Board unilaterally
      may amend the outstanding Options to provide that they shall be exercisable
      into
      New Shares. In the event of such an amendment, the number of New 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 shares resulting
      from
      an adjustment pursuant to this Section 7.3 shall be rounded down to the nearest
      whole number, and, in no event, may the exercise price per share of any
      outstanding Option be decreased to an amount less than the par value, if any,
      of
      a New Share. The adjustments determined by the Board to be made pursuant to
      this
      Section 7.3 shall be final, binding and conclusive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.    CHANGE
      IN
      CONTROL  

     

    8.1    Definitions.
      

     

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

            


    

     

    
      	(b)  	
              A
                “Change
                in Control”
                shall mean an Ownership Change Event or a series of related Ownership
                Change Events (either, a “Transaction”)
                wherein the stockholders of the Corporation immediately before the
                Transaction do not retain immediately after the Transaction, in
                substantially the same proportions as their ownership of shares of
                the
                Corporation’s voting stock immediately before the Transaction, direct or
                indirect beneficial ownership of more than 50% of the total combined
                voting power of the outstanding voting securities of the Corporation
                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
                Corporation 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 Corporation
                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 Corporation or multiple Ownership Change Events
                are
                related, and its determination shall be final, binding and conclusive.
                

            


    

     

    8.2    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 (the “Acquiring
      Corporation”),
      as the
      case may be, without the consent of the Optionee, may either assume the
      Corporation’s rights and obligations under this Agreement and the then
      outstanding Options or substitute for such Options options to acquire the
      Acquiring Corporation’s stock. Any such Options which are not assumed or
      substituted by the Acquiring Corporation in connection with the Change in
      Control or which are not 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 of Stock acquired upon exercise
      of Options prior to the Change in Control and any consideration received
      pursuant to the Change in Control with respect to such shares of Stock shall
      continue to be subject to all applicable provisions of this Agreement, except
      as
      otherwise provided in this Agreement. Furthermore, notwithstanding the
      foregoing, if the corporation, the stock of which is subject to the outstanding
      Options immediately prior to the 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 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.    COMPLIANCE
      WITH SECURITIES LAWS  

     

    9.1    The
      grant
      of the Options and the issuance of shares of Stock upon exercise of Options
      shall be subject to compliance with all applicable requirements of federal,
      state, provincial 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, provincial or foreign
      securities laws or other applicable law, rule or regulation or the requirements
      of any stock exchange or market system upon which the stock of the Corporation
      may then be listed. In addition, no Options may be exercised unless (i) a
      registration statement under the Securities Act shall, at the time of exercise
      of Options, be in effect with respect to the shares of Stock issuable upon
      exercise of such Options or (ii) in the opinion of legal counsel to the
      Corporation, the shares of Stock issuable upon exercise of such Options may
      be
      issued in accordance with the terms of an applicable exemption from the
      registration requirements of the Securities Act. The inability of the
      Corporation to obtain from any regulatory body having jurisdiction the authority
      deemed necessary, if any, by the Corporation’s legal counsel to the lawful
      issuance and sale of any shares of Stock hereunder shall relieve the Corporation
      of any liability in respect of any failure to issue or sell such shares of
      Stock
      as to which such requisite authority shall not have been obtained. As a
      condition to the exercise of Options, the Corporation 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 or of the
      Corporation.

     

    10.    MISCELLANEOUS  

     

    10.1    Binding
      Effect.
      Subject
      to restrictions on transfer set forth herein, this Agreement shall inure to
      the
      benefit of, and be binding upon, the parties hereto and their respective heirs,
      executors, administrators, successors and assigns.

     

    10.2    Termination
      or Amendment.
      The
      Board may terminate or amend this Agreement at any time, provided, however,
      that
      no such termination or amendment may adversely affect any unexercised Options
      without the consent of the Optionee, unless such termination or amendment is
      necessary to comply with any applicable law or regulation. 

     

    10.3    No
      Right to Employment.
      Nothing
      in this Agreement shall confer upon the Optionee any right to continue in the
      Service of the Corporation or a Participating Company or to interfere, in any
      way, with any right of the Participating Company Group to terminate the
      Optionee’s Service as an employee or a consultant, as the case may be, at any
      time. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.4    Facsimile
      and Counterparts.
      This
      Agreement may be signed by facsimile and in counterparts, 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
	 	
              

            
	 	President
              and Chief Operating Officer


    

     

     

    
      	 	 	 
	
              Signature
                of Witness

            	 	
              Stephen
                Parks

               

            
	 	 	 
	
              Name
                of Witness (please
                print)

            	 	 


    

    


    



    
      
        
          


          
            


          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

           

        

      

    



    SCHEDULE
      “A”

    


    STOCK
      OPTION EXERCISE NOTICE

    


    


    OccuLogix,
      Inc. (the “Corporation")

    Attention:
      Chief Financial Officer

    


    1.     Options.
      Effective October 4, 2005, I was granted 200,000 time-based options (the
“Time-based
      Options”)
      and
      100,000 performance-based options (the “Performance-based
      Options”)
      (collectively, the "Options”)
      to
      purchase shares of common stock of the Corporation (“Shares”)
      at an
      exercise price per share of U.S.$6.28 pursuant to the Option Agreement,
      effective as of October 4, 2005, between the Corporation and me (the
“Option
      Agreement”).

    


    2.     Exercise
      of Time-based Options.
      I
      hereby elect to exercise Time-based Options to purchase the following number
      of
      Shares, all of which are vested Shares in accordance with the Option
      Agreement:

    


    Total
      Number of Shares Purchased:

    


    Total
      Exercise Price (Total Shares x Exercise Price per Share) $ 

    


    3.     Exercise
      of Performance-based Options.
      I
      hereby elect to exercise Performance-based Options to purchase the following
      number of Shares, all of which are vested Shares in accordance with the Option
      Agreement:

    


    Total
      Number of Shares Purchased:

    


    Total
      Exercise Price (Total Shares x Exercise Price per Share) $ 

    


    4.    Payment.
      I
      enclose payment in full of the total exercise price for the Shares in the
      following form(s), as authorized by the Option Agreement:

    


    Cash:                                        $    _______________________________________________________

    


    Check:                                       $    ______________________________________________________ 

    


    Tender
      of
      Stock:                                Contact
      Plan Administrator

    


    Cashless
      Exercise:                              Attach
      broker’s instructions

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.     Tax
      Withholding. I
      authorize payroll withholding or otherwise hereby make adequate provision for
      the federal, state, provincial, local and foreign tax withholding obligations
      of
      the Corporation in connection with the Options by enclosing payment in full
      of
      the applicable withholding taxes, if any, as follows:

    


    Cash:                                     $    ______________________________________________________ 

    


    Check:                                    $    _____________________________________________________ 

     

         6.     Optionee
      Information.

    


        My
      address
      is:______________________________

    


        __________________________________________

    


        __________________________________________

    


        My
      SSN or SIN
      (circle
      one)
      is:
      ___________________________

    


    7.     Certificate
      Registration.
      The
      stock certificate of the Corporation to be issued upon exercise of the Options,
      representing the Shares being purchased, shall be registered in the name(s)
      of
      ______________________.

    


    8.     Binding
      Effect.
      I agree
      that the Shares are being acquired in accordance with, and subject to, the
      terms, provisions and conditions of the Option Agreement, and I hereby expressly
      assent to all of such terms, provisions and conditions. This agreement shall
      inure to the benefit of, and be binding upon, my heirs, executors,
      administrators, successors and assigns.

    


    9.     Acknowledgement.
      I
      understand that I am purchasing the Shares underlying the Options hereby being
      exercised pursuant to the terms of the Option Agreement and this exercise
      notice, copies of which I have received and carefully read and
      understand.

     

    Very
      truly yours,

    


    


    


    


    (Signature)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

         

        


      

    


    Receipt
      of the above is hereby acknowledged. 

    


    OCCULOGIX,
      INC.

     

    
 

    By: 

    Title:

     

    Dated:___________________________