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






AMENDMENT No. 1
(“Amendment”) TO EXECUTIVE EMPLOYMENT AGREEMENT is made this
10th day of May 2017 between ORGENESIS INC. (the “Company”)
and VERED CAPLAN (“Executive”). 

WHEREAS, the Company and
Executive desire to amend the Executive Employment Agreement entered into by the
parties on March 30, 2017 (the “Agreement”) to clarify the grant and vesting of
options, as hereinafter provided. 

NOW THEREFORE in
consideration of these premises and for other good and valuable consideration,
the receipt and sufficiency of which is also hereby acknowledged by each of the
parties hereto, the parties hereto hereby agree as follows: 

	1. 	
      All capitalized terms not otherwise defined herein shall
      have the meanings set out in the Agreement.

	 	 
	2. 	
      Section 3(d) of the Agreement is deleted in its entirety
      and replaced with the following:



“(d) Equity. Subject to
approval of the Board or an appropriate committee thereof and subject to
shareholder approval of the Orgenesis Inc. 2017 Equity Incentive Plan (the
“Plan”), Executive is entitled to options or other grants under the terms of the
Plan. Subject to approval by the compensation committee, as soon as practically
possible following stockholder approval of the Plan, the Company shall grant
Executive pursuant to the terms of the Plan, a stock option (the “Initial
Option”) to purchase 1,000,000 shares of common stock of the Company, at a per
share exercise price equal to the Fair Market Value (as defined in the Plan) of
the Company’s common stock on the date of grant. Thereafter, beginning in fiscal
2018, subject to approval by the compensation committee, Executive shall be
entitled to an additional option (the “Additional Option”; together with the
Initial Option, the “Options”) to purchase 3,000,000 shares of common stock of
the Company in such amounts per fiscal year as shall be consistent with the
Plan, in each case at a per share exercise price equal to the Fair Market Value
(as defined in the Plan) of the Company’s common stock on the date of grant;
provided however, that the Company shall grant a minimum of 1,000,000 Additional
Options not later than the anniversary of the Commencement Date in each of the
three years hereafter. In all cases, the Options shall be, to the maximum extent
permissible, treated as an “incentive stock option” within the meaning of
Section 422 of the Code. The Initial Option shall vest in two equal tranches
upon the six and twelfth month anniversary of the Commencement Date. The
Additional Option shall vest in tranches of 500,000 shares every six months from
the date of grant, provided that Executive remains employed by Company on
the vesting date; provided, further, however, that the Options
shall vest fully immediately prior to a Change of Control (as defined below),or
as otherwise provided for in the Plan. The Options shall be evidenced in writing
by, and subject to the terms and conditions of, the Plan and the Company’s
standard form of stock option agreement, which agreement shall include cashless
exercise provisions, expire ten (10) years from the date of grant except as
otherwise provided in the stock option agreement or the Plan. 

	3. 	
      In all other respects the terms and conditions of the
      Agreement shall continue in full force and effect.

	 	 
	4. 	
      Each of the parties hereto agrees to do and/or execute
      all such further and other acts, deeds, things, devices, documents and
      assurances as may be required in order to carry out the true intent and
      meaning of this Amending Agreement.

	 	 
	5. 	
      This Amendment shall enure to the benefit of and be
      binding upon the parties hereto and each of their successors and permitted
      assigns, as the case may be.



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	6. 	
      This Amendment may be executed in counterparts and by
      electronic or facsimile transmission, each of which shall be deemed to be
      an original and all of which shall constitute one and the same
      document.



IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above written. 


	ORGENESIS INC. 
	 
	By: 	/s/ David Sidransky
	Title: 	Director 
	 	 
	/s/ Vered Caplan
	VERED CAPLAN