Orgenesis Inc. - Exhibit 10.1 - Filed by newsfilecorp.com





EMPLOYMENT AGREEMENT 

THIS AGREEMENT dated for reference as of the 23rd day of July,
2014 between ORGENESIS MARYLAND INC., a corporation with offices at
Germantown Innovation Center, 20271 Goldenrod Lane, Germantown, MD 20876, USA
(the “Company) and SCOTT CARMER, an individual having an address
of 4817 Essex Ave., Chevy Chase, Maryland, United States (the
“Executive”). 

The Company is engaged in the business of research and
development of treatment and solutions for diabeties. 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 July 1, 2014 (the “Start
      Date”), the Executive will serve as the Chief Executive Officer
      (“CEO”) of the Company and in such other related capacity as the
      Company may from time to time reasonably require.

	 	 	 
		(a) 	
      The Executive will also serve as a member of the
      Company’s board of directors (the “Board”), at the discretion of
      Orgenesis, Inc., a Nevada company that is the parent company (the
      “Parent”) of the Company.

	 	 	 
		(b) 	
      The Company and the Executive agree that the Executive
      will work on a full time basis until the Compensation Date (as defined in
      section 2.1(a) below). After the Compensation Date the Executive will work
      on a part time (50%) basis or such other portion of full time work as is
      agreed between the Company and the Executive for a period of six months
      and thereafter gradually increase to full time as requested by the
      Board.

	 	 	 
	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 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;

	 	 	 
		(b) 	
      work in close partnership with research, clinical,
      regulatory and manufacturing functions to successfully bring Parent’s
      products to market;

	 	 	 
		(c) 	
      representing the Parent’s interests in the United States;
      and

	 	 	 
		(d) 	
      helping to commercialize the products of the Company and
      the Parent.

	 	 	 
	1.4 	
      Reporting. The Executive will report to and take
      directions from the CEO of the Parent, the Board, or such other person as
      the Board may designate from time to time.







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	1.5 	
      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;

	 	 	 	 
		(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.

	 	 	 	 
	1.6 	
      Fiduciary Obligations. The Executive acknowledges
      that as 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.

	 	 	 	 
		(a) 	
      The Executive agrees that for the approximately 3 months
      of consulting/employment the Executive assisted the Company up to the
      Start Date, the Executive will earn no compensation for his efforts.
      Salary will commence accruing on the Start Date. The Executive will defer
      receipt of all compensation until the Compensation Date, which date
      is the earlier of:

	 	 	 	 
			(i) 	
      six (6) months from the Start Date; or

	 	 	 	 
			(ii) 	
      the Company raising $5,000,000 in funding commencing on
      the Start Date.







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	 	(b) 	
      Commencing on the Compensation Date and retroactive to
      three months after the Start Date, the Company will pay the Executive the
      sum of $250,000 USD gross, per annum (the “Base Salary”). The Base
      Salary will be paid monthly, in advance, on the fifth (5th) day of each
      month (“Pay Dates”), starting on the 5th day of the
      month after the Compensation Date. Payment of deferred compensation
      accrued from the Start Date to the Compensation Date (the “Deferred
      Compesation”) will be made as to one twelfth of the Deferred Compensation
      on each of the 12 Pay Dates commencing on the first Pay Date.

	 	 	 
	 	(c) 	
      The Base Salary will be pro-rated as required when the
      Executive works on a part time basis.




	2.2 	
      Bonus. The Executive will be eligible to earn a
      bonus of up to $100,000 per annum at the absolute discretion of the Board
      upon achievement of the Company work plan (the “Work Plan Bonus”).
      In addition to the Work Plan Bonus, the Executive will be entitled to a
      further bonus upon the Executive’s achievement of special goals including
      approval of an IND by 2015, the beginning of clinical trials in the United
      States, or his raising financing above $10 million.

	 	 
	2.3 	
      Equity: If the Executive remains employed as CEO
      of the Company for a period of four (4) years from the Start Date, the
      Executive will be eligible to earn a 3% equity share of the Parent, three
      quarters of one (3/4%) percent at the end of each completed year. The
      equity will be calculated as 3% of the number of common shares issued and
      outstanding in the Parent as at the date of execution of this Agreement.
      The Company may change the structure of the equity shares issuances above,
      to options or an alternative tax efficient structure at the Executive’s
      request.

	 	 
	2.4 	
      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.

	 	 
	2.5 	
      Vacations. The Executive will be entitled to 4
      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.

	 	 
	2.6 	
      D & O Insurance. The Company will provide the
      Executive with Directors and Officers
insurance.







- 4 - 

	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.

	 	 	 	 
		(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;







- 5 - 

	 	(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.

	 	 	 
	 	(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 equal to the employment period for which
      the Executive was 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.







- 6 - 

	4.2 	
      Non-Solicitation. While employed by the Company
      and for a period of twelve (12) months immediately 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 with whom the Executive had direct
      contact as a result of providing employment services under this Agreement,
      for a 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 twelve (12) 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.

	 	 
	4.4 	
      Other Activities. The Employee may act as an
      advisor to other companies that do not compete with the business of the
      Company while the Employee is employed with the Company, provided that if
      the Employee has full time employment with the Company, the Company must
      pre-approve the Employee’s advisory role, and such approval may be witheld
      in the Company’s absolute discretion.

	 	 
	5. 	
      TERMINATION

	 	 
	5.1 	
      Resignation. The Executive may resign from the
      Company at any time, by giving the Company sixty (60) 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. “Good reason” means
      constructive dismissal or being completely frustrated from accomplishing
      his job.

	 	 
	5.2 	
      Just Cause. In this Agreement, “Just Cause”means
      (a) consistent failure of the Executive to perform his obligations
      according to the terms hereof after the Company has give the Executive
      reasonable notice of such failure and a reasonable opportunity to correct
      such failure; (b) the Executive’s act or credible allegation of breach of
      trust, theft, fraud, embezzelment or other act of dishonesty or a crime of
      violence; or (c) a breach or threatened breach by the Executive of his
      fiduciary duty to avoid conflict and act in the best interests of the
      Company.

	 	 
	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. The Company may
      terminate the Executive’s employment at any time without Just Cause, by
      providing the Executive with notice in accordance with the laws of the
      State of Maryland.







- 7 - 

	5.5 	
      Deemed resignation as Director. Unless otherwise
      agreed to by the Company, the Executive will be deemed to have resigned
      from all offices and directorships of the Company and its affiliates
      effective the last date of the Executive’s employment with the
    Company.

	 	 
	6. 	
      GENERAL

	 	 
	6.1 	
      Obligations Continue. The Executive’s obligations
      under Articles 0 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.

	 	 
	6.4 	
      Governing Law and Venue. This Agreement shall be
      construed and interpreted in accordance with the laws of the state of
      Maryland and each of the parties hereby irrevocably attorns to the
      jurisdiction of the courts of Maryland 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.







- 8 - 

	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.

	 	 
	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 23rd day of July, 2014. 

ORGENESIS MARYLAND, INC. 

 

Per: /s/ Vered Caplan

      Authorized Signatory 

	SIGNED by Scott Carmer in the presence 	) 	  
	of: 	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	/s/ Scott Carmer 
	Print Name 	) 	Scott Carmer 
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	)