VP Sales Employment Agreement, dated September 7, 2004

EXHIBIT 10.19


EMPLOYMENT AGREEMENT


THIS AGREEMENT is made as of the 7th day of September, 2004 between VASCULAR SCIENCES CORPORATION, a corporation incorporated under the laws of the State of Delaware (the "Corporation"), and Zayed (Joe) Zawaideh who resides at 11332 Belladonna Way in the City of San Diego in the State of California (hereinafter referred as the "Employee" or "Executive").


WHEREAS, the Corporation and the Employee wish to enter into this Agreement to set forth the rights and obligations of each of them with respect to the Employee's employment with the Corporation;


NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Employee agree as follows:


1. DEFINITIONS


1.1. In this Agreement,


1.1.1. "AFFILIATE" has the meaning attributed to such term in the Delaware
General Corporation Law as the same may be amended from time to time, and
any successor legislation thereto;


1.1.2. "AGREEMENT" means this agreement and all schedules 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 to sections in this
agreement;


1.1.3. "SALARY" has the meaning attributed to such term in section 5.1;


1.1.4. "BENEFITS" has the meaning attributed to such term in section 5.4;


1.1.5. "BUSINESS DAY" means any day, other than Saturday, Sunday or any
holiday on which the employees of the Corporation are not required to
report for work;


1.1.6. "CHANGE OF CONTROL" for the purposes of this Agreement shall be
deemed to have occurred when:


1.1.6.1. any Person, other than a Person or a combination of Persons
presently owning, directly or indirectly, more than 20% of existing
voting securities of the Corporation; acquires or becomes the
beneficial owner of, or a combination of Persons acting jointly and
in concert acquires or becomes the beneficial owner of, directly or
indirectly, more than 50% of the voting securities of the
Corporation, whether through the acquisition of previously issued
and outstanding voting securities, or of voting securities that have
not been previously issued, or any combination thereof, or any other
transaction having a similar effect;


1.1.6.2. the Corporation amalgamates with one or more corporations
other than a Subsidiary or OccuLogix, L.P.;


1.1.6.3. the Corporation sells, leases or otherwise disposes of all
or substantially all of its assets, whether pursuant to one or more
transactions;


1.1.6.4. any Person not part of existing management of the
Corporation or any Person not controlled by the Corporation or by
any Affiliate enters into any arrangement to provide management
services to the Corporation which results in either (i) the
termination by the Corporation of the employment of any two of the
Chief Executive Officer, President and Chief Operating Officer,
Chief Financial Officer and Corporate General Counsel for any reason
other than Just Cause; or (ii)


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the termination by the Corporation for any reason other than Just
Cause of the employment of all such senior executive personnel for
any reason other than Just Cause within six months of the date that
such arrangement is entered into;


1.1.6.5. the Corporation enters into any transaction or arrangement
which would have the same or similar effect as the transactions
referred to in sections 1.1.6.1, 1.1.6.2, 1.1.6.3 or 1.1.6.4 above.


1.1.7. "CONFIDENTIAL INFORMATION" means all confidential or proprietary
information, intellectual property (including trade secrets) and
confidential facts relating to the business or affairs of the Corporation
or any of its Subsidiaries which the Corporation treats as confidential or
proprietary;


1.1.8. "DISABILITY" means the mental or physical state of the Employee
such that the Employee has been unable as a result of illness, disease,
mental or physical disability or similar cause to fulfil his obligations
under this Agreement either for any consecutive six- month period or any
six-month period (whether or not consecutive) in any consecutive 12-month
period;


1.1.9. "EMPLOYMENT PERIOD" has the meaning attributed to such term in
section 4;


1.1.10 "GOOD REASON" means:


1.1.10.1. without the consent of the Employee, any material change
or series of material changes in the responsibilities or status of
the Employee with the Corporation, such that immediately after such
change or series of changes the responsibilities and status of the
Employee are materially diminished in comparison to his
responsibilities and status immediately prior to such change or
series of changes, except in connection with the termination of the
Employee's employment by the Corporation for Just Cause or in
connection with the Employee's death,


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Disability or Retirement or a voluntary resignation by the Employee
other than a resignation for Good Reason;


1.1.10.2. a reduction of more than ten percent by the Corporation in
the Employee's Salary as in effect on the date hereof or as the same
may be increased from time to time;


1.1.10.3. the taking of any action by the Corporation which would
materially adversely affect the Employee's participation in, or
materially reduce the Employee's Benefits and other similar plans in
which the Employee is participating at the date hereof (or such
other plans as may be implemented after the date hereof that provide
the Employee with substantially similar benefits), or the taking of
any action by the Corporation which would deprive the Employee of
any material fringe benefit enjoyed by him at the date hereof;


1.1.10.4. without the Employee's consent, the requirement that the
Employee be based anywhere other than the Corporation's principal
executive offices except for required travel on the Corporation's
business;


1.1.11. "JUST CAUSE" means:


1.1.11.1. the failure of the Employee to properly carry out his
duties after notice by the Corporation of the failure to do so and
an opportunity for the Employee to correct the same within a
reasonable time from the date of receipt of such notice; or


1.1.11.2. theft, fraud, dishonesty or misconduct by the Employee
involving the property, business or affairs of the Corporation or
its Subsidiaries or the carrying out of the Employee's duties;


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1.1.12. "PERSON" means any individual, partnership, limited
partnership, joint venture, syndicate, sole proprietorship, company
or corporation with or without share capital, unincorporated
association, trust, trustee, executor, administrator or other legal
personal representative, regulatory body or agency, government or
governmental agency, authority or entity however designated or
constituted;


1.1.13. "RESTRICTED PERIOD" means, as the case may be, (i) the
notice period provided for in section 8; or (ii) one year if the
employment of the Employee is terminated pursuant to section 10.2 or
10.3;


1.1.14. "RETIREMENT" means Retirement in accordance with the
Corporation's retirement policy;


1.1.15 "SUBSIDIARIES" has the meaning attributed to such term by the
Delaware General Corporation Law as the same may be amended from
time to time and any successor legislation thereto;


1.1.16. "YEAR OF EMPLOYMENT" means any 12-month period commencing on
August XX, 2004 or on any anniversary of such date, provided that
for the purposes of this Agreement, the "First Year of Employment"
shall be deemed to commence on August XX, 2004 and to end on
December 31, 2004.


2. EMPLOYMENT OF THE EMPLOYEE


The Corporation shall employ the Employee, and the Employee shall serve the Corporation, in the position of Vice-President, Sales on the conditions and for the remuneration hereinafter set out. In such position, the Employee shall perform and fulfill such duties and responsibilities as the Corporation may designate from time to time. The Employee shall report to the President and Chief Operating Officer of the Corporation.


3. PERFORMANCE OF DUTIES


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During the Employment Period, the Employee shall faithfully, honestly and diligently serve the Corporation and its Subsidiaries as contemplated above. The Employee shall devote all of his working time and attention to his employment hereunder and shall use his best efforts to promote the interests of the Corporation.


4. EMPLOYMENT PERIOD


The Employee's employment under this Agreement shall, subject to section 8 and section 10, be for an indefinite term. Accordingly, the Corporation shall employ the Employee and the Employee shall serve the Corporation as an employee in accordance with this Agreement for the period beginning on the date hereof and ending on the effective date the employment of the Employee under this Agreement is terminated in accordance with section 8.2 or section 10 (the "Employment Period").


5. REMUNERATION


5.1. SALARY. The Corporation shall pay the Employee a salary minus applicable deductions and withholdings, in respect of each Year of Employment in the Employment Period calculated at the rate of $200,000 per annum, payable in equal installments according to the Corporation's regular payroll practices. The Salary shall, in the sole and absolute discretion of the board of directors of the Corporation, be subject to an increase on the basis of an annual review. The Salary shall be prorated in respect of the First Year of Employment such that the Employee shall be entitled to and the Corporation shall be required to pay in respect of such year only the pro rata portion of the Salary that corresponds to the number of days worked by the Employee in the First Year of Employment.


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5.2 BONUS REMUNERATION. The Executive shall, in respect of each Year of Employment during the Employment Period, recei ...