Vice President, Marketing Employment Agreement

EXHIBIT 10.18


EMPLOYMENT AGREEMENT


THIS AGREEMENT is made as of this day of , 2004,


BETWEEN:


VASCULAR SCIENCES CORPORATION, a corporation incorporated
under the laws of the State of Delaware


(the "Corporation")


-and-


JULIE FOTHERINGHAM, of the City of XXXX, in the Province of
Ontario


(the "Employee")


RECITAL:


A. The Corporation and the Employee wish to enter into this Agreement to set
forth the rights and obligations of each of them as regards the Employee's
employment with the Corporation;


NOW THEREFORE in consideration of the mutual covenants and agreements 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 Business Corporations Act (Ontario) as the same may be amended
from time to time and any successor legislation thereto;


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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. "BASIC SALARY" and "SALARY" have the respective meanings
attributed to such terms 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 statutory holiday in the Province of Ontario;


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 owing, 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 and
undertaking, whether pursuant to one or more transactions;


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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 or Corporate
General Counsel for any reason other than Just Cause; or (ii)
the termination of the employment of all such senior executive
personnel within six months of the date that such arrangement
is entered into for any reason other than Just Cause; or


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 her obligations under this Agreement either for any
consecutive 6 month period or for any period of 12 months (whether
or not consecutive) in any consecutive 24-month period;


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


1.1.10. "ESA" means the Employment Standards Act, 2000 (Ontario)
as the same may be amended from time to time and any successor
legislation thereto;


1.1.11. "GOOD REASON" means:


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1.1.11.1. 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 her 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 on death,
Disability or Retirement or a voluntary resignation by the
Employee other than a resignation for Good Reason;


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


1.1.11.3. 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 providing 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;


1.1.11.4. 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; or


1.1.11.5. any reason which would be considered to amount to
constructive dismissal by a court of competent jurisdiction.


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1.1.12. "JUST CAUSE" means:


1.1.12.1. the failure of the Employee to properly carry out
her 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


1.1.12.2. 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;


1.1.13. "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;


1.1.14. "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 10.1 or
10.2;


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


1.1.16. "SUBSIDIARIES" has the meaning attributed to such term
by the Business Corporations Act (Ontario) as the same may be
amended from time to time and any successor legislation thereto;


1.1.17. "YEAR OF EMPLOYMENT" means any 12-month period
commencing on January 1, provided that for the purposes of this
Agreement, the "First Year of Employment" shall be deemed to
commence on September 7, 2004 and to end on December 31, 2004.


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2. EMPLOYMENT OF THE EMPLOYEE


The Corporation shall employ the Employee, and the Employee shall serve the Corporation, in the position of Vice-President, Marketing on the conditions and for the remuneration hereinafter set out. In such position, the Employee shall perform or fulfil 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


During the Employment Period, the Employee shall faithfully, honestly and diligently serve the Corporation and its Subsidiaries as contemplated above. The Employee shall (except in the case of illness or accident) devote all of her working time and attention to her employment hereunder and shall use her 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. BASIC REMUNERATION. The Corporation shall pay the Employee a gross
salary, minus applicable deductions and withholdings, in respect of each
Year of Employment in the Employment Period, of $120,000 (the "Basic
Salary"), payable in equal installments according to the Corporation's
regular payroll practices. The Basic 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 Basic Salary
shall be prorated in respect of the First Year of Employment such that the
Employee shall be entitled to and the Corporation shall


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be required to pay in respect of each such year only that proportion of
the Basic Salary that the number of days in the First Year of Employment
is to 365.


5.2. BONUS REMUNERATION. The Executive shall, in respect of eac ...