Exhibit
10.45


 


EXECUTIVE
DIRECTORSHIP AGREEMENT


 


This
Executive Directorship Agreement (the “Agreement”) is made and entered into as of November 19, 2020,
by and between Orgenesis Inc., a Nevada corporation (“Company”) and Vered Caplan (“Director”
or “Chairperson”).


 


WHEREAS,
Director and Company are currently parties to an Executive Employment Agreement dated March 30, 2017 (the “Prior
Agreement”), pursuant to which Director serves on behalf of the Company as (i) Chairperson of the Board of Directors,
(ii) Chief Executive Officer, and (iii) President;


 


WHEREAS,
Company and Director desire to enter into this Agreement pursuant to which Director will continue to serve as Chairperson of the
Board of Directors of the Company (the “Board”); and,


 


WHEREAS,
this Agreement will supersede and replace in its entirety the Prior Agreement (and any related secondment or similar agreements
Director entered into while the Prior Agreement was in effect), and as a result the Prior Agreement (and any related secondment
or similar agreements Director entered into while the Prior Agreement was in effect), shall be of no further force or effect.


 


NOW,
THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree
as follows:


 


		1)	Roles
                                         and Duties.



 


		(a)	Chairperson
                                         of the Board of Directors. Subject to the terms and conditions of this Agreement,
                                         Company shall continue to appoint Director as its Chairperson of the Board.
	 	 	 
		(b)	Duties.
                                         The duties and responsibilities of Director shall include the duties and responsibilities
                                         for the position as Chairperson as set forth in the Company’s bylaws, and such
                                         other duties and responsibilities as the Board may from time to time reasonably assign
                                         to Director.
	 	 	 
		(c)	Classification.
                                         Director in her capacity of Chairperson of the Board shall be classified as an independent
                                         contractor of the Company for Federal income tax purposes.
	 	 	 
		(d)	No
                                         Conflicting Obligation. Director represents and warrants to Company that she is under
                                         no obligations or commitments, whether contractual or otherwise, that are inconsistent
                                         with her obligations under this Agreement.
	 	 	 
		(e)	Chairperson
                                         Term and Termination.



 


		(i)	Term.
                                         This Agreement shall be in effect commencing as of October __, 2020 (the “Commencement
                                         Date”) and shall continue in full force and effect until terminated pursuant
                                         to the terms hereof.



 




    	 



    	 



    

 


		(ii)	Termination.
                                         Director’s appointment as Chairperson may be terminated by either party, at any
                                         time, pursuant to the delivery of ninety (90) days prior written notice (the “Notice
                                         Period”); provided however, if Company terminates Director as the Chairperson
                                         of the Board but she remains as a regular Director, such termination of only the Chairperson
                                         position shall nonetheless be treated as a termination event under this Agreement.



 


		(1)	During
                                         the Notice Period and unless otherwise determined by Company, Director shall continue
                                         to perform her duties as Chairperson until the conclusion of the Notice Period, and cooperate
                                         with the Company in assisting the integration of the person who will assume Chairperson’s
                                         responsibilities.
	 	 	 
		(2)	Notwithstanding
                                         the aforementioned, Company shall have the right not to take advantage of the full Notice
                                         Period and may terminate Director’s appointment as the Chairperson at any time
                                         during the Notice Period (regardless of whether notice of termination was delivered by
                                         the Company or whether such notice was delivered by Director). In the event of such termination,
                                         Company shall pay Director her Chairperson level Board fees due to her hereunder as she
                                         would have been entitled to receive for the remaining period of the Notice Period.
	 	 	 
		(3)	Payments
                                         Upon Termination:



 


		a.	For
                                         the purposes of this Agreement, “Accrued Obligations” means: (i) the
                                         portion of Director’s fee that has accrued, prior to the end of the present Agreement
                                         and has not yet been paid or compensated; and (ii) the amount of any expenses properly
                                         incurred by Director on behalf of Company prior to the end of the present Agreement and
                                         not yet reimbursed. Director’s entitlement to any other compensation or benefit
                                         under any plan of Company shall be governed by and determined in accordance with the
                                         terms of such plans, except as otherwise specified in this Agreement.
	 	 	 
		b.	As
                                         used herein, a “Change of Control” shall mean the occurrence of any
                                         of the following events: (A) The approval by shareholders of the Company of a merger
                                         or consolidation of the Company with any other corporation, other than a merger or consolidation
                                         which would result in the voting securities of the Company outstanding immediately prior
                                         thereto continuing to represent (either by remaining outstanding or by being converted
                                         into voting securities of the surviving entity) more than fifty percent (50%) of the
                                         total voting power represented by the voting securities of the Company or such surviving
                                         entity outstanding immediately after such merger or consolidation; or (B). The approval
                                         by the shareholders of the Company of a plan of complete liquidation of the Company or
                                         an agreement for the sale or disposition by the Company of all or substantially all of
                                         the Company’s assets.



 




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		c.	In
                                         the event of termination of this Agreement by Company other than for cause or by Director
                                         for any reason whatsoever, Director shall be entitled to receive, in addition to the
                                         Accrued Obligations, a lump sum payment equal to the sum of (x) Director’s annual
                                         regular Board fee at the rate in effect as of the termination date (i.e., as of the last
                                         day of the Notice Period), and (y) the greater of actual or target annual performance
                                         bonus if so approved by the compensation committee to which Director may have been entitled
                                         as of the termination date (i.e., as of the last day of the Notice Period), in each case
                                         less all customary and required taxes and related deductions.
	 	 	 
		d.	In
                                         the event that a Change of Control (as defined above) occurs and that, within a period
                                         of one (1) year following the Change of Control, then this Agreement is terminated either
                                         by Company other than for cause, or by Director for any reason whatsoever, then, in addition
                                         to the Accrued Obligations, Director shall receive a lump sum payment equal to one and
                                         a half times the sum of (x) Director’s annual regular Board fee at the rate in
                                         effect as of the termination date (i.e., as of the last day of the Notice Period), and
                                         (y) the target annual performance remuneration to which Director may have been entitled
                                         as of the termination date (i.e., as of the last day of the Notice Period), in each case
                                         less all customary and required taxes and related deductions as approved by the compensation
                                         committee.



 


		2)	Compensation.



 


		(a)	Board
                                         Fees. Director shall receive in consideration for her serving as Chairperson of the
                                         Board an annual regular Board fee in the amount of $75,000 payable by Company in equal
                                         quarterly installments in advance. In addition, Director may be eligible for non-recurring
                                         special Board fees as reviewed and approved by Company’s Compensation Committee
                                         and then reviewed and ratified by the Board.
	 	 	 
		(b)	Reimbursement
                                         of Expenses. Company shall reimburse Director for all ordinary and reasonable out-of-pocket
                                         business expenses incurred by Director in furtherance of the Board’s business in
                                         accordance with Company’s policies with respect thereto as in effect from time
                                         to time. Director must submit any request for reimbursement no later than ninety (90)
                                         days following the date that such business expense is incurred.
	 	 	 
		(c)	Stock
                                         Options. Director may be granted options awards from time to time, as per the discretion
                                         of the compensation committee of Company.



 




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		3)	Miscellaneous
                                         Provisions.



 


		(a)	Notice.
                                         Notices and all other communications contemplated by this Agreement shall be in writing
                                         and shall be deemed to have been duly given when personally delivered or when mailed
                                         by U.S. registered or certified mail, return receipt requested and postage prepaid. In
                                         the case of Director, mailed notices shall be addressed to her at the home address, which
                                         she most recently communicated to Company in writing. In the case of Company, mailed
                                         notices shall be addressed to its corporate headquarters, and all notices shall be directed
                                         to the attention of its Secretary.
	 	 	 
		(b)	Modifications
                                         and Waivers. No provision of this Agreement shall be modified, waived or discharged
                                         unless the modification, waiver or discharge is agreed to in writing and signed by Director
                                         and by an authorized officer of the Company (other than Director). No waiver by either
                                         party of any breach of, or of compliance with, any condition or provision of this Agreement
                                         by the other party shall be considered a waiver of any other condition or provision or
                                         of the same condition or provision at another time.
	 	 	 
		(c)	Whole
                                         Agreement. This Agreement contains the entire understanding of the parties with respect
                                         to the subject matter hereof. No other agreements, representations or understandings
                                         (whether oral or written and whether express or implied) which are not expressly set
                                         forth in such agreements have been made or entered into by either party with respect
                                         to the subject matter hereof.
	 	 	 
		(d)	Withholding
                                         Taxes. All payments made under this Agreement shall be subject to reduction to reflect
                                         taxes or other charges required to be withheld by law.
	 	 	 
		(e)	Choice
                                         of Law and Severability. This Agreement shall be interpreted in accordance with the
                                         laws of the State of Nevada. If any provision of this Agreement becomes or is deemed
                                         invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent
                                         or duration of its coverage, then such provision shall be deemed amended to the extent
                                         necessary to conform to applicable law so as to be valid and enforceable or, if such
                                         provision cannot be so amended without materially altering the intention of the parties,
                                         then such provision shall be stricken and the remainder of this Agreement shall continue
                                         in full force and effect. Should there ever occur any conflict between any provision
                                         contained in this Agreement and any present or future statute, law, ordinance or regulation
                                         contrary to which the parties have no legal right to contract, then the latter shall
                                         prevail but the provision of this Agreement affected thereby shall be curtailed and limited
                                         only to the extent necessary to bring it into compliance with applicable law. All the
                                         other terms and provisions of this Agreement shall continue in full force and effect
                                         without impairment or limitation. To the extent applicable, the payments under this Agreement
                                         are intended to be exempt from the application of, or to comply with the requirements
                                         of, Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended, and
                                         to the extent permitted this Agreement, and any ambiguity herein, shall be interpreted,
                                         construed and administered in accordance with such intent.



 




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		(f)	Arbitration.
                                         Any controversy or claim arising out of or relating to this Agreement or the breach thereof,
                                         or the Director’s appointment as Chairperson or the termination thereof, shall
                                         be settled in New York, New York, by arbitration in accordance with the National Rules
                                         of the American Arbitration Association. The decision of the arbitrator shall be final
                                         and binding on the parties, and judgment on the award rendered by the arbitrator may
                                         be entered in any court having jurisdiction thereof. The parties hereby agree that the
                                         arbitrator shall be empowered to enter an equitable decree mandating specific enforcement
                                         of the terms of this Agreement. Company and the Director shall share equally all fees
                                         and expenses of the arbitrator. Director hereby consents to personal jurisdiction of
                                         the state and federal courts located in the State of New York for any action or proceeding
                                         arising from or relating to this Agreement or relating to any arbitration in which the
                                         parties are participants.
	 	 	 
		(g)	Counterparts.
                                         This Agreement may be executed in two or more counterparts, each of which shall be deemed
                                         an original, but all of which together shall constitute one and the same instrument.



 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


	VERED CAPLAN	ORGENESIS INC
	 	 	 	 	 
	 	 	By:	           
	Signature	 	 	Name: 	 
	Address:	 	 	Title:	 


 






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