Orgenesis Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT

THIS AGREEMENT dated for reference as of the 17 day of
February, 2013 between ORGENESIS INC.., a corporation with offices at 21
Sparrow Circle, White Plains, NY 10605, USA (the “Company”), and SAV
DIPASQUALE, an individual having an address of 506 Vaughan Mills Road,
Vaughan, Ontario, Canada (the “Executive”).

The Company is engaged in the business of providing a novel
therapeutic approach to the treatment of diabetes through Autologous Insulin
Producing cell transplantation. The Company has offered to employ the Executive
on the following terms and conditions and in consideration of those promises and
the sum of Fifty ($50.00) Dollars, the Executive agrees to the following terms
and conditions of employment.

	1. 	
      EMPLOYMENT, TERM, POSITION AND
  DUTIES

	 	 	 
	1.1 	
      Position. Effective December 17, 2012 (the
      “Start Date”), the Executive will serve as the President and Chief
      Executive Officer (“CEO”) of the Company and in such other related
      capacity as the Company may from time to time reasonably require. The
      Executive will also serve as a member of the Company’s board of
      directors.

	 	 	 
	1.2 	
      Term. The Executive’s employment with the Company
      will commence on the Start Date and will continue indefinitely unless
      terminated sooner pursuant to Article 5 of this Agreement.

	 	 	 
	1.3 	
      Duties. The Executive will perform such duties as
      are regularly and customarily performed by the CEO and President of a
      company, including but not limited to, being accountable and responsible
      for:

	 	 	 
		(a) 	
      overall direction, strategy, research, development and
      operations of the Company, including fundraising and regulatory
      compliance; and

	 	 	 
		(b) 	
      working toward a minimum of $5,000,000 USD in Company
      equity fundraising with a target date for closing within six (6) months,
      on terms approved by the directors, acting
reasonably.




	1.4 	
      Location. The Executive will work out of his home
      office in Ontario, Canada. The Executive acknowledges that substantial
      research and development is conducted in Israel and that he may be
      required to travel extensively.

	 	 	 
	1.5 	
      Reporting. The Executive will report to and take
      directions from the Board of Directors (the “Board”) or such other
      person as the Board may designate from time to time.

	 	 	 
	1.6 	
      Time and Efforts. During the Executive’s
      employment with the Company, the Executive will:

	 	 	 
		(a) 	
      diligently, honestly and faithfully serve the Company and
      use his best efforts to promote and advance the interests of the
      Company;







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	 	(b) 	
      devote significant time and effort and attention to the
      business and affairs of the Company, its affiliates and
    subsidiaries;

	 	 	 
	 	(c) 	
      perform his duties in accordance with applicable laws and
      in accordance with the Company’s policies and procedures as established
      and updated by the Company from time to time; and

	 	 	 
	 	(d) 	
      not be engaged, employed or associated with any other
      business venture without the written consent of the
  Board.




	1.7 	
      Fiduciary Obligations. The Executive acknowledges
      that as President and CEO of the Company, he is an officer and fiduciary
      of the Company and occupies a position of trust and confidence and that he
      will develop and acquire wide experience and knowledge on all aspects of
      the Company’s business. The Executive agrees to serve the Company in a
      manner which is consistent with the fiduciary duties owed to the Company.
      Without limiting the generality of the foregoing, the Executive will
      observe the highest standards of loyalty, good faith, and avoidance of
      conflicts of duty and self-interest, and will not assume any fiduciary
      obligations to any other entity without the approval of the Company.
      Notwithstanding the foregoing and provided that the same shall not
      otherwise constitute a breach of Executive’s obligations or covenants
      hereunder or impair or materially interfere with the performance of
      Executive’s responsibilities hereunder, Executive shall be free to engage
      in other civic, political and social activities, perform speaking
      engagements, and manage his personal passive investments, provided that
      such activities do not materially interfere with his obligations to the
      Company, and are not rendered for a company which transacts business with
      the Company or engages in business competitive with that conducted by the
      Company.

	 	 
	2. 	
      COMPENSATION & BENEFITS

	 	 
	2.1 	
      Salary. Commencing December 1, 2012, the Company
      shall pay the Executive the sum of $180,000 USD gross, per annum
      (the “Base Salary”). The Base Salary will be paid monthly, in
      advance, on the fifth (5th ) day of each month. The Board will
      increase the Base Salary immediately upon the Executive completing the
      fundraising described in Section 1.3(b) above.

	 	 
	2.2 	
      Options. The Executive will be eligible for
      options pursuant to the Company Stock Option Plan after Performance Shares
      described below in Section 2.3 are earned.

	 	 
	2.3 	
      Signing Bonus in Performance Shares. The Executive
      may earn up to 2,455,895 shares being 5% of the current outstanding shares
      of the Company (the “Performance Shares”), by fulfilling the
      following performance criteria while he remains as President and
    CEO:




	 	(a) 	
      982,358 Performance Shares (2%) will be issued upon the
      completion of the fundraising as set out in Section 1.3(b) above; in the
      event that the fundraising is greater than $1,000,000 but less than
      $5,000,000, the Executive will be entitled to a pro-rata number of
      Performance Shares with 20% being earned with a $1,000,000 fundraising and
      100% with a $5,000,000 or greater fundraising;
and







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	 	(b) 	
      1,473,573 Performance Shares (3%) will be issued in four
      tranches, each as to 25% upon completion of the first, second, third and
      fourth anniversaries of the date of this employment
  agreement.




		
      For clarity, any performance listed above completed while
      the Executive remains President and CEO will result in a portion of the
      Performance Shares being issued irrevocably to the Executive, but upon the
      Executive leaving his position as President and CEO, the Executive will no
      longer have the right to earn additional Performance Shares. The Company
      may change the structure of the Performances Shares issuances described in
      Section 2.3(a) and 2.3(b) above, to options or an alternative tax
      efficient structure at the Executive’s request.

	 	 
	2.4 	
      Bonus. Any bonus payable to the Executive for any
      year is at the absolute discretion of the Compensation Committee of the
      Board.

	 	 
	2.5 	
      Expenses. The Company will reimburse the Executive
      for expenses reasonably and properly incurred by him in the performance of
      his duties and responsibilities under this Agreement, in accordance with a
      budget that will be pre-approved by the Board.

	 	 
	2.6 	
      Vacations. The Executive will be entitled to five
      (5) weeks paid vacation each calendar year to be taken at such time or
      times as the Executive may select and as the Board may reasonably approve,
      having regard to the business affairs and operations of the
  Company.

	 	 
	2.7 	
      D&O Insurance. The Company will continue to
      provide the Executive with Directors and Officers insurance.

	 	 
	3. 	
      CONFIDENTIAL INFORMATION AND INTELLECTUAL
      PROPERTY

	 	 
	3.1 	
      Confidential
Information.




	 	(a) 	
      The Executive hereby acknowledges that as an employee of
      the Company, the Executive will acquire information, whether or not
      originated by the Executive, about certain matters which are confidential
      or proprietary to the Company. These matters include but are not limited
      to, books of business, ideas, techniques, processes, know-how, trade and
      business secrets, data, computer software, lists of names and addresses of
      present and prospective customers and clients, details, including terms,
      of verbal and written contracts between the Company and its customers and
      clients, lists of suppliers, marketing and business plans, forecasts,
      personnel and financial information, internal pricing and cost
      information, services and operational manuals, future plans and strategies
      of the Company that have been or are being discussed and confidential
      information belonging to third parties which the Company has an obligation
      to hold in confidence (collectively the “Confidential
      Information”).

	 	 	 
	 	(b) 	
      The Executive hereby acknowledges and agrees that all
      Confidential Information is the exclusive property of the Company. The
      Executive further acknowledges that the Confidential Information could be
      used to the detriment of the Company and that disclosure of the
      Confidential Information could cause irreparable
harm to the Company. Accordingly, the Executive agrees to
      treat confidentially all of the Confidential Information and not to
      disclose it to any third party or to use it for any purpose either during
      the Executive’s employment (except as may be necessary for the proper
      discharge of the Executive’s duties and for the benefit of the Company),
      or for period of three (3) years after termination of employment (whether
      such termination is occasioned by the Executive, by the Company with or
      without cause, or by mutual agreement), except with the written permission
  of the Company.








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	 	(c) 	
      All notes, data, tapes, compact discs, reference items,
      sketches, drawings, memoranda, records, diskettes and other materials,
      whether in hard copy or on electronic media, in any way relating to any of
      the Confidential Information, produced by the Executive or coming into the
      Executive’s possession by or through the Executive’s employment, will
      belong exclusively to the Company. The Executive agrees to turn over to
      the Company all copies of any such materials in the Executive’s possession
      or control, immediately at the request of the Company or, in the absence
      of a request, on the termination of the Executive’s employment with the
      Company.





	3.2 	
      Intellectual Property.

	 	 	 	 
		(a) 	
      For the purpose of this section Developments means
      all discoveries, inventions, designs, works of authorship, improvements
      and ideas (whether or not patentable or copyrightable) and legally
      recognized proprietary rights (including, but not limited to, patents,
      copyrights, trademarks, topographies, know-how and trade secrets), and all
      records and copies of records relating to the foregoing, that:

	 	 	 	 
			(i) 	
      result or derive from the Executive’s employment or from
      the Executive’s knowledge or use of Confidential Information;

	 	 	 	 
			(ii) 	
      are conceived or made by the Executive (individually or
      in collaboration with others) during the term of the Executive’s
      employment by the Company;

	 	 	 	 
			(iii) 	
      result from or derive from the use or application of the
      resources of the Company; or

	 	 	 	 
			(iv) 	
      relate to the business operations of the Company or to
      actual or demonstrably anticipated research and development by the
      Company.

	 	 	 	 
		(b) 	
      The Executive agrees that all Developments will be the
      exclusive property of the Company and that the Company will have sole
      discretion to deal with Developments. The Executive agrees that no
      intellectual property rights in the Developments are or will be retained
      by the Executive. For greater certainty, all work done during the term of
      the Executive’s employment for the Company is the sole property of the
      Company, as the first author for copyright purposes and in respect of
      which all copyright will vest in the Company.







- 5 -

	 	(c) 	
      In consideration of the compensation and Employee
      Benefits the Executive receives under the terms of this Agreement, the
      Executive irrevocably sells, assigns and transfers and agrees in the
      future to sell, assign and transfer all right, title and interest in and
      to the Developments and intellectual property rights therein, including,
      without limitation, all patents, copyright, industrial design, circuit
      topography and trademarks, and any goodwill associated therewith in the
      United States and worldwide to the Company and the Executive will hold all
      the benefits of the rights, title and interest mentioned above in trust
      for the Company prior to the assignment to the Company.

	 	 	 
	 	(d) 	
      The Executive agrees to do all further things that may be
      reasonably necessary or desirable in order to give full effect to the
      foregoing. If the Executive’s cooperation is required in order for the
      Company to obtain or enforce legal protection of the Developments
      following the termination of employment, the Executive will provide that
      cooperation so long as the Company pays the Executive reasonable
      compensation for the Executive’s time at a rate to be agreed between the
      Executive and the Company.




	4. 	
      NON-COMPETITION AND
  NON-SOLICITATION

	 	 
	4.1 	
      Non-Competition. While the Executive is employed
      by the Company and for a period of equal to the period in which the
      Executive is paid in full following the termination of the Executive’s
      employment for any reason, the Executive covenants and agrees not to
      become engaged, directly or indirectly, as an employee, consultant,
      partner, principal, agent or advisor in a business anywhere that competes
      directly with the Company, without the Company’s written consent. The
      Executive acknowledges that the market for the Company’s technologies is
      global and as such, this restriction is reasonable.

	 	 
	4.2 	
      Non-Solicitation. While the Executive is employed
      by the Company and for a period of equal to the period in which the
      Executive is paid in full following the termination of the Executive’s
      employment for any reason, the Executive covenants and agrees not to
      directly or indirectly contact or solicit any Client or Customer of the
      Company for any purpose which includes or results in terminating their
      relationship with the Company. For the purpose of this section, “Client or
      Customer” includes anyone whom the Executive dealt directly with as an
      actual or potential client or customer of the Company.

	 	 
	4.3 	
      Non-Solicitation of Employees. While employed by
      the Company and for a period of 6 months immediately following the
      termination of employment for any reason, the Executive covenants and
      agrees not to directly or indirectly solicit, or induce, or attempt to
      induce, any persons who were employees of the Company at the time of the
      Executive’s termination or during a period of 90 days immediately
      preceding such termination, to terminate their employment with the
      Company.

	 	 
	5. 	
      TERMINATION

	 	 
	5.1 	
      Termination within first three months. Neither
      party shall terminate this Agreement within the first three (3) months of
      the Start Date.







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	5.2 	
      Resignation. Subject to Section 5.1, the Executive
      may resign from the Company at any time, by giving the Company thirty (30)
      days prior written notice. The Company may waive such notice in whole or
      in part at its sole discretion and if the Company waives all or part of
      the notice of resignation given by the Executive prior to the expiry of
      the notice period, the Company will pay to the Executive an amount equal
      to the Base Salary for the balance of the notice period. If the Executive
      resigns without good reason, he will not be entitled to any payment in
      respect of severance, nor will he be entitled to any bonus payments in
      respect of the year in which the resignation takes effect.

	 	 	 
	5.3 	
      Company’s Right to Terminate for Just Cause.
      Notwithstanding any other provision in this agreement, the Company may
      terminate the employment of the Executive at any time for Just
    Cause.

	 	 	 
	5.4 	
      Termination Without Just Cause. Subject to Section
      5.1, the Company may terminate the Executive’s employment at any time
      without Just Cause, by providing the Executive with

	 	 	 
		30 	
      days’ notice.

	 	 	 
	5.5 	
      Performance Shares. Upon termination of the
      Executive’s employment by the Company with cause or by mutual
      agreement):

	 	 	 
		
      (a) the Executive will not receive any further unissued
      Performance Shares; and

	 	 	 
		
      (b) the Executive will not sell, in any three (3) month
      period, more than 25% of the

	 	 	 
			
      Performance Shares already issued to him.

	 	 	 
	5.6 	
      Options. All vested options will expire ninety
      (90) days after the cessation of the Executive’s employment, whether such
      cessation is occasioned by the Executive, by the Company with or without
      cause, or by mutual agreement. Unvested options will continue to vest
      during the 30 day
      notice period.

	 	 	 
	5.7 	
      Deemed resignation as Director. Unless otherwise
      agreed to by the Company, the Executive will be deemed to have resigned
      from all offices and directorships for the Company and its affiliates
      effective on the last date of the Executive’s employment with the
      Company.

	 	 	 
	6. 	
      GENERAL

	 	 	 
	6.1 	
      Obligations Continue. The Executive’s obligations
      under Articles 3 and 4 will remain in full force and effect
      notwithstanding termination of this Agreement for any reason.

	 	 	 
	6.2 	
      Amendment. No provision in this Agreement may be
      amended unless such amendment is agreed to in writing and signed by the
      Executive and an authorized officer of the Company.

	 	 	 
	6.3 	
      Compliance with Policies and Laws. The Executive
      agrees to abide by all the Company’s policies and procedures, including
      without limitation, the Company’s code of conduct. The Executive also
      agrees to abide by all laws applicable to the Company, in each
      jurisdiction in which the Company does
business.







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	6.4 	
      Governing Law and Venue. This Agreement shall be
      construed and interpreted in accordance with the laws of the province of
      Ontario and each of the parties hereby irrevocably attorns to the
      jurisdiction of the courts of Ontario with respect to any disputes arising
      out of this Agreement.

	 	 
	6.5 	
      Notices. Any notice given or required to be given
      under this Agreement will be in writing and signed by or on behalf of the
      party giving it. Such notice may be served personally and in either case
      may be sent by priority post to the addresses of the parties noted on page
      one of this Agreement, or by fax, email or other electronic transmission.
      Any notice served personally will be deemed served immediately, and if
      mailed by priority post will be deemed served seventy two (72) hours after
      the time of posting, and if by electronic transmission, upon successful
      transmission.

	 	 
	6.6 	
      Severability. If any provision contained herein is
      determined to be void or unenforceable for any reason, in whole or in
      part, it will not be deemed to affect or impair the validity of any other
      provision contained herein and the remaining provisions will remain in
      full force and effect to the fullest extent permissible by law.

	 	 
	6.7 	
      Enurement. This Agreement will enure to the
      benefit of and be binding upon the parties hereto and their respective
      heirs, executors, administrators, successors, personal representatives and
      permitted assigns.

	 	 
	6.8 	
      Assignment of Rights. The Company will have the
      right to assign this Agreement to another party. The Executive shall not
      assign the Executive’s rights under this Agreement or delegate to others
      any of the Executive’s functions and duties under this Agreement, without
      the prior express written consent of the Company, which consent may be
      withheld at the Company’s sole discretion.

	 	 
	6.9 	
      Entire Agreement. This Agreement contains the
      entire understanding and agreement between the parties concerning the
      subject matter hereof and supersedes all prior agreements, understandings,
      discussions, negotiations and undertakings, whether written or oral,
      between the parties with respect thereto.

	 	 
	6.10 	
      Currency. Unless otherwise specified herein all
      references to dollar or dollars are references to United States
      dollars.

	 	 
	6.11 	
      Further Assurances. Each of the Executive and the
      Company will do, execute and deliver, or will cause to be done, executed
      and delivered, all such further acts, documents and things as required for
      the purposes of giving effect to this Agreement.

	 	 
	6.12 	
      Counterparts/Facsimile Execution. This Agreement
      may be executed in several parts in the same form and such parts as so
      executed will together constitute one original document, and such parts,
      if more than one, will be read together and construed as if all the
      signing parties had executed one copy of the said Agreement.

	 	 
	6.13 	
      Headings. The headings contained herein are for
      reference purposes only and will not in any way affect the construction or
      interpretation of this Agreement.







- 8 -

	6.14 	
      Legal Advice. The Executive acknowledges and
      agrees that the Executive has had the opportunity to seek, and has not
      been prevented or discouraged by the Company from seeking, independent
      legal advice prior to the execution and delivery of this Agreement by the
      Executive.



INTENDING TO BE LEGALLY BOUND, the parties hereunto have
signed this agreement as of the 17 day of February, 2013.

ORGENESIS, INC.

Per: __________________
      
Authorized Signatory

	SIGNED by Sav DiPasquale in the 	) 	  
	presence of: 	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	 
    
	Print Name 	) 	Sav DiPasquale 
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	)