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






EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (the
“Agreement”), made and entered into this 30th day of March 2017 by
and between Orgenesis Inc., a Nevada corporation (the “Company”), and Vered
Caplan (“Executive”).

WHEREAS, the Executive and
the Company’s Israel based subsidiary, Orgenesis Ltd., are currently parties to
an Personal Employment Agreement dated August 22, 2014 pursuant to which
Executive serves as Chief Executive officer of the Company(the “Prior
Agreement”); and 

WHEREAS, Company and the
Executive wish to enter into this Agreement pursuant to which the Executive will
continue to serve as Chief Executive Officer of the Company at which time this
Agreement will supersede and replace in its entirety the Prior Agreement, and
the Prior Agreement 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)      Chief
Executive Officer. Subject to the terms and conditions of this Agreement,
Company shall continue to employ Executive as its Chief Executive Officer
reporting to Company’s Board of Directors (“Board”). Executive accepts such
employment upon the terms and conditions set forth herein, and agrees perform to
the best of Executive’s ability the duties normally associated with such
position and as determined by Company in its sole discretion. During Executive’s
employment, Executive shall devote all of Executive’s business time and energies
to the business and affairs of Company, provided that nothing
contained in this Section 1 shall prevent or limit Executive’s right to manage
Executive’s personal investments on Executive’s own personal time, including,
without limitation the right to make passive investments in the securities of:
(a) any entity which Executive which does not compete with Company, or (b) any
publicly held entity so long Executive’s aggregate direct and indirect interest
does not exceed two percent (10%) of the issued and outstanding securities of
any class of securities of such publicly held entity. During Executive’s
employment, Executive shall not engage in any additional other non-Company
related business activities of any nature whatsoever (including board
memberships) without the Company’s prior written consent. In addition, and so
long as such activities do not interfere materially with Executive’s performance
of Executive’s duties hereunder, Executive also may participate in civic,
charitable and professional activities, but shall not serve in any official
capacity, including as a member of a board, without the prior written consent of
the Company’s Board (excluding existing board memberships). 

(b)      Board Membership.
Executive currently serve as a member of the Board and shall continue to so
during Executive’s employment hereunder, subject to any required approval.
Executive’s service as a Board member shall be without further compensation upon
the listing of the Company’s common stock on national exchange. Executive shall
receive standard compensation (as other non-executive board members the Company)
for serving on the Board effective immediately upon the termination of
Executive’s employment with Company for any reason. 

2.     
Employment Term and Termination. 

(a)      Term.
This Agreement shall be in effect commencing as of April 1, 2017 (the
“Commencement Date”) and shall continue in full force and effect until
terminated pursuant to the terms hereof..

(b)      Termination.
Executive’s employment may be terminated by either party, at any time,pursuant to the delivery of six months prior written notice
(the "Notice Period").

1 





(i) During the Notice Period and unless
otherwise determined by the Company Executive shall continue to perform his
duties until the conclusion of the Notice Period, and cooperate with the Company
in assisting the integration of the person who will assume Executive's
responsibilities. Notwithstanding the aforementioned, the Company shall have the
right not to take advantage of the full Notice Period and may terminate
Executive's employment at any time during the Notice Period. In the event of
such termination, the Company shall pay Executive his Salary due to him
hereunder as he would have been entitled to receive for the remaining period of
the Notice Period. 

(ii)     
It is hereby expressly stated that the Company reserves the right to terminate
Executive’s employment at any time during the Notice Period, regardless of
whether notice of termination of employment was delivered by the Company or
whether such notice was delivered by Executive. In the latter case such
termination shall not constitute a dismissal of Executive by the Company.

(
c)      Company may terminate Executive’s
employment immediately for the following:

(i) Death. Immediately upon
Executive’s death;

(ii) For Cause (as defined below in
Section 2(d)), upon written notice by Company to Executive that Executive’s
employment is being terminated for Cause which termination shall be effective on
the date of such notice or such later date as specified in writing by Company;
or 

(iii) For reasons other than under
Sections 2(d), upon written notice by Company to Executive that Executive’s
employment is being terminated, which termination shall be effective thirty (30)
days after the date of such notice or such later date as specified in writing by
Company. 

Notwithstanding anything in this
Section 2, Company may at any point terminate Executive’s employment for Cause
prior to the effective date of any other termination contemplated hereunder.


(e )Definition of “Cause”.
Cause” shall include: (i) Executive’s willful engagement in dishonesty, illegal
conduct or gross misconduct, which is, in each case, is materially injurious to
Company or any affiliate; (ii) Executive’s deliberate insubordination; (iii)
Executive’s substantial malfeasance or nonfeasance of duty; (iv) Executive’s
unauthorized disclosure of confidential information; (v) Executive’s
embezzlement, misappropriation or fraud, whether or not related Executive’s
employment with Company; or (vi) Executive’s breach of a material provision of
any employment, non-disclosure, invention assignment, non-competition, or
similar agreement between Executive and Company. In all cases, Company shall
provide Executive with written notice of the specific conduct or events that
Company believes constitutes Cause and, in case of (ii) and (iii) above,
Executive shall have thirty (30) days to effect a cure of the claimed conduct or
events. 

3.      Compensation.

(a)     
Base Salary. Company shall pay Executive a base salary (the “Base
Salary”) at the annual rate of $160,000. The Base Salary shall be payable in
substantially equal monthly installments in accordance with Company’s payroll
practices as in effect from time to time. Company shall deduct from each such
installment all amounts required to be deducted or withheld under applicable law
or under any employee benefit plan in which Executive participates. The Board or
an appropriate committee thereof shall review the Base Salary on an annual
basis. Notwithstanding the foregoing, upon the listing of the Company’s
common stock on a national exchange, the Base Salary shall be
increased to $250,000. 

2





(b)      Annual
Performance Bonus. Executive shall be eligible to receive an annual cash
bonus (the “Annual Performance Bonus”), with the target amount of such Annual
Performance Bonus equal to twenty-five (25%) of Executive’s Base Salary in the
year to which the Annual Performance Bonus relates, provided that the
actual amount of the Annual Performance Bonus may be greater or less than such
target amount. The amount of the Annual Performance Bonus shall be determined by
the Board or an appropriate committee thereof in its sole discretion, and shall
be paid to Executive no later than January 31st of the calendar year
immediately following the calendar year in which it was earned. Except as
otherwise provided for in this Agreement, Executive must be employed by Company
on the date on which the Annual Performance Bonus is paid in order to be
eligible for, and to be deemed as having earned, such Annual Performance Bonus.
Company shall deduct from the Annual Performance Bonus all amounts required to
be deducted or withheld under applicable law or under any employee benefit plan
in which Executive participates. For the avoidance of any doubt it is hereby
clarified that the Annual Performance Bonus shall not constitute a part of the
Salary for any purpose whatsoever, including for the purpose of the calculation
of the severance pay, to the extent such payment is applicable. 

(c)      Signing
Bonus. Upon execution, Executive will be entitled to a signing bonus of
$150,000. 

(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 “Option”) to purchase 4,000,000 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, which
  Option shall be, to the maximum extent permissible, treated as an “incentive
  stock option” within the meaning of Section 422 of the Code. The Option shall
  vest ratably on a semi-annual basis over four years on each anniversary of the
  Commencement Date, provided that Executive remains employed by Company on
  the vesting date; provided, further, however, that the Option
  shall vest fully immediately prior to a Change of Control (as defined below) or
  upon the non-renewal of this Agreement. The Option 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.

(
e)      Fringe Benefits. Executive shall be
entitled to participate in all benefit/welfare plans and fringe benefits
provided to Company senior executives. Executive understands that, except when
prohibited by applicable law, Company’s benefit plans and fringe benefits may be
amended by Company from time to time in its sole discretion.

(f)      Reimbursement
of Expenses. Company shall reimburse Executive for all ordinary and
reasonable out-of-pocket business expenses incurred by Executive in furtherance
of Company’s business in accordance with Company’s policies with respect thereto
as in effect from time to time. Executive must submit any request for
reimbursement no later than ninety (90) days following the date that such
business expense is incurred. All reimbursements provided under this Agreement
shall be made or provided in accordance with the requirements of Section 409A
including, where applicable, the requirement that (i) any reimbursement is for
expenses incurred during Executive’s lifetime (or during a shorter period of
time specified in this Agreement); (ii) the amount of expenses eligible for
reimbursement during a calendar year may not affect the expenses eligible for
reimbursement in any other calendar year; (iii) the reimbursement of an eligible
expense shall be made no later than the last day of the calendar year following
the year in which the expense is incurred; and (iv) the right to reimbursement
or in kind benefits is not subject to liquidation or exchange for another
benefit. 

3




(g)      Additional
Benefits 

(i) Vacation. Executive
shall be entitled to 25 working days’ vacation in each calendar year. Executive
is required to make every reasonable effort to exercise his annual vacation
during the year it is accrued and shall be obliged to take at least five (5)
paid vacation days during each year of Executive’s employment; provided however,
that if Executive is unable to utilize all the vacation days, he will be
entitled to accumulate the unused balance of the vacation days standing to her
credit. Executive shall be entitled to redeem the unused vacation days
upon termination of employment. Vacation shall be taken in accordance with the
Company policy and prior approval. For avoidance of any doubt, it is hereby
agreed that the Company shall be entitled to set uniform dates for vacation to
all or part of its employees, as it shall deem fit.

(ii) Recreation Pay. The
Executive shall be entitled to annual recreation pay (“Dmey Havra-ah”)
for 10 days per year, in the amount determined in accordance with the applicable
law.

(iii) Sick Leave. The
Executive shall be entitled to sick leave (“Yemei Mahala”) as
provided by the Sickness Pay Law, 5736-1976,. The Executive shall notify the
Company, immediately, of any absence due to sickness and furnish the Company
with an applicable medical certificate to approve it. Sick days are not
redeemable and may not be converted into cash. 

(iv) Company Car. Company
shall provide Executive with a Mazda MPV or equivalent car (the “Company
Car”) to be placed at Executive’s disposal, solely for Executive’s business
and reasonable personal use and for the reasonable use of her spouse and any
children over the age of 19 holding valid driver’s licenses (the “Authorized
Drivers”), provided that Company’s procedures in respect of said use are
followed. Executive shall take good care of such Company Car and ensure that the
provisions of the insurance policy and Company’s rules relating to the Company’s
cars, as shall exist from time to time, are strictly, lawfully and carefully
observed. 

Executive is aware that in order
to provide her with the Company Car the Company shall lease the Company Car from
a leasing company, and Executive undertakes to strictly comply with the
provisions of the leasing agreement. 

Executive shall bear all expenses
relating to any violation of law committed in connection with the use of the
Company Car, including without limitation, all fines and penalties and the cost
of any deductible amount charged the Company for damage caused to the Company
Car and/or any amount in compensation of any type charged the Company in
connection with the use of the Company Car by Executive and/or any Authorized
Driver. 

Executive hereby irrevocably
authorizes Company to set off and deduct all amounts that may be owed to Company
under this Section 0 from and against the Salary and/or any other amounts due to
Executive from Company under the Employment Agreement. 

The value of the monthly use of
the Company Car shall be added to the Salary, in accordance with income tax
regulations applicable thereto and Executive shall bear all taxes in connection
with the Company Car and/or the use thereof. 

Executive shall return the
Company Car (together with its keys and any other equipment supplied and/or
installed therein by Company) to Company’s principal office upon termination of
her employment under this Agreement. 

4.      Manager's
Insurance/Pension

As of the Commencement Date, the
Company shall, on a monthly basis, pay for, and deduct and transfer from
payments due to Executive for, a manager’s insurance policy or a pension fund,
or a combination thereof, for Executive, as selected by Executive as
follows:

4





In the event that Executive selects manager’s
insurance:

	 	(i) 	
      The Company shall pay into the manager’s insurance policy
      an amount equal to 6.5% of Executive’s monthly Base Salary on account of
      pension fund payment (Tagmulim) under the manager’s insurance policy. Such
      contribution includes contribution to a disability insurance policy on
      Executive’s behalf which would insure 75% of the Executive’s monthly Base
      Salary. To the extent necessary, such amount shall be increased to a total
      maximum of 7.5% of Executive’s monthly Base Salary if such increase is
      required for purchasing a disability insurance policy insuring 75% of
      Executive’s monthly Base Salary, provided that Company’s payment to
      Tagmulim shall not be less than 5% of Executive’s monthly Base
    Salary;

	 	 	 
	 	(ii) 	
      The Company shall deduct 6.5% from Executive’s monthly
      Base Salary on behalf of Executive and shall transfer such amount to the
      manager’s insurance policy on account of pension fund payment (Tagmulim)
      under the manager’s insurance policy;

	 	 	 
	 	(iii) 	
      The Company shall pay into the managers’ insurance policy
      8.33% of Executive’s monthly Base Salary for severance pay (Pituzei
      Piturim).



In the event that the Executive selects a pension
fund:

	 	(iv) 	
      The Company shall pay a sum equal to 6.5% of Executive’s
      monthly Base Salary on account of pension fund payment
  (Tagmulim).

	 	 	 
	 	(v) 	
      The Company shall deduct 6% of Executive’s monthly Base
      Salary on behalf of Executive and shall transfer such amount to the
      pension fund as Executive’s share of the pension fund payment
      (Tagmulim);

	 	 	 
	 	(vi) 	
      The Company shall pay 8.33% of Executive’s monthly Base
      Salary for severance pay (Pituzei Piturim) into the pension
  fund.



(h)     
Executive shall be entitled to elect to have the Company make the payments and
deductions set forth above to a manager’s insurance policy for part of
Executive’s monthly Base Salary and to a pension fund for the remainder of
Executive’s monthly Base Salary, and under such circumstances the provisions of
Section 6.1 shall apply pro rata to such parts of Executive’s monthly Base
Salary as if they were the whole salary.

(i)      All
the payments and deductions set forth in this Section shall be based upon the
monthly Base Salary, as defined above, in accordance with its amount from time
to time, and under no circumstances, shall the payments and deduction set forth
in this Section be made with respect to an amount in excess of the Executive’s
total monthly payments of the Base Salary.

(j)     
The Parties hereby declare and agree that the pension arrangement in accordance
with this clause constitutes a “beneficial arrangement” for the purpose of the
Extension Order (Combined Version) for Mandatory Pension under the Collective
Agreements Law, 5717-1957 (the “Pension Extension Order”), and the
Company shall not be under any obligation to provide any pension arrangement as
provided in the Pension Extension Order other than as provided under this
Section 6.

(k)      Without
derogating from the generality of the aforesaid, as of the Commencement Date,
all payments made by the Company to the pension fund and/or the manager’s
insurance shall be in lieu of severance pay due to Executive or his heirs from
the Company with respect to and from which the said payments were made, and for
the period made, and the Company shall not have any additional or other
obligations to pay the Executive severance payments, and the Executive hereby
consents to this arrangement in accordance with Section 14 of the Severance Pay Law
5723-1963 and the “General Approval regarding the Payments of Executive to the
Pension Fund and Insurance Fund instead of the payment of Severance Pay” (the
“General Approval”), a copy of which is attached to this Agreement as Appendix A and the provisions of the General Approval shall apply
to the Executive and this Agreement. In any event of a contradiction between the
provisions of this Agreement and the provisions of the General Approval, the
provisions of the General Approval shall prevail. 

5





(k)      For
avoidance of doubt, as of the date indicated herein, the General Approval has
not yet been updated to reflect the percentages of contributions/deductions
indicated above. In the event of discrepancy between an updated General Approval
and the percentages stated herein, the updated General Approval shall
prevail.

(l)      The
Company hereby waives any entitlement and/or right for reimbursement with
respect to the severance compensation and acknowledges, that upon termination of
Executive's employment in the Company, including inter alia, in the event of
Executive's resignation, the Company shall release the severance compensation
and shall transfer the severance compensation to the Executive, except in the
event that: (i) the Company has terminated Executive's employment due to
circumstances under which his entitlement for severance payment is denied
pursuant to Articles 16 or 17 of the Severance Law; or (ii) the Employee has
already withdrawn funds from the pension fund or the manager’s insurance not as
a result of an “Entitling Event” according to Section 2(b) of the General
Approval 

(m) Indemnification. Executive shall be entitled to
  indemnification with respect to Executive’s services provided hereunder pursuant
  to Delaware law, the terms and conditions of Company’s certificate of
  incorporation and/or by-laws, Company’s directors and officers (“D&O”)
  liability insurance policy and Company’s standard indemnification agreement for
  directors and officers as executed by Company and Executive.

5.     Advanced
Study Fund 

(a)      The
Company shall continue to make monthly contributions on the Executive 's behalf
to a recognized advanced study fund (“Keren Hishtalmut”) (hereinafter the
“Study Fund”), in an amount equal to 7.5% of monthly Base Salary of the
Executive. In addition, the Company shall deduct 2.5% from the monthly Base
Salary. It is hereby clarified that the sums contributed by the Company to the
Study Fund will not exceed the exempted limit recognized by the Income Tax
Authority from time to time. 

(b)      The
sums contributed by the Executive shall be deducted by the Company directly from
the monthly Base Salary of the Employee. The Employee hereby instructs the
Company to transfer to the Study Fund from each monthly Salary of the Executive
due to him the amount of the Employee's and the Company's contribution, as set
forth above.

(c
)      Should any tax or other compulsory payment
be imposed and payable in respect of the Company’s contributions to the Study
Fund, such tax shall be paid by the Executive and deduct according to law.

(d)     
The Study Fund shall be transferred to the Executive, subject to any applicable
law, upon the termination of the Executive 's employment. 

6.      Payments
Upon Termination. 

(a)  Definition
of Accrued Obligations. For purposes of this Agreement, “Accrued
Obligations” means: (i) the portion of Executive’s Base Salary that has accrued,
including vacation time, prior to any termination of Executive’s employment with
Company and has not yet been paid; and (ii) the amount of any expenses properly
incurred by Executive on behalf of Company prior to any such termination and not
yet reimbursed. Executive’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. 

6





(b) Termination
by Company for Cause or as a Result of Executive’s Death. If Executive’s
employment hereunder is terminated by Company for Cause or as a result of
Executive’s death, then Company shall pay the Accrued Obligations to Executive
promptly following the effective date of such termination and shall have no
further obligations to Executive. 

(c
) Termination by Company Without Cause
or Upon Expiration of the Term. In the event that Executive’s employment is
terminated by action of Company other than for Cause or Executive terminates
employment for any reason whatsoever, then, in addition to the Accrued
Obligations, Executive shall receive the following, subject to the terms and
conditions described in Section 4(e) (including Executive’s execution of a
release of claims): 

(i)      Severance
Payments. An amount equal to the sum of (x) Executive’s annual Base Salary
at the rate in effect as of the termination date, and (y) the greater of actual
or target Annual Performance Bonus to which Executive may have been entitled for
the year in which Executive’s employment terminates, in each case less all
customary and required taxes and employment-related deductions. The
severance payment provided for in this Section 4(c)(i) shall be paid in one lump
sum payment within 10 days of termination. 

(ii)      Benefits
Payments. The Company shall pay to Executive an amount equal to the
Company’s share of the premium paid for Executive while Executive was an active
employee for medical insurance coverage under the Company’s health care plan
(the “Healthcare Subsidy”) for a period of twelve (12) months following
Executive’s termination date. The Healthcare Subsidy shall be paid, less
required withholdings, in the same manner and the same time as the payments
under Section 4(c)(i) are paid. 

(iii)      Vesting
of Options. All options heretofore granted and not vested shall immediately
vest. 

Payment of the above described
severance payments and benefits are expressly conditioned on Executive’s
execution without revocation of the release of claims under Section 4(e) and
return of Company property under Section 6 and continued compliance with the
Executive’s obligations in the Restrictive Covenant Agreement (as defined
below). In the event that Executive is eligible for the severance payments and
benefits under this Section 4(c), Executive shall not be eligible for and shall
not receive any of the severance payments and benefits as provided in Section
4(d). 

(d)      Termination
by Company Without Cause or by Executive Following a Change of Control. In
the event that a Change of Control (as defined below) occurs and within a period
of one (1) year following the Change of Control, either Executive’s employment
is terminated other than for Cause, or Executive terminates Executive’s
employment for any reason whatsoever, then, in addition to the Accrued
Obligations, Executive shall receive the following, subject to the terms and
conditions described in Section 6(e) (including Executive’s execution of a
release of claims): 

(iii)      Severance
Payment. An amount equal to one and a half times the sum of (x) Executive’s
annual Base Salary at the rate in effect as of the termination date, and (y) the
target Annual Performance Bonus to which Executive may have been entitled for
the year in which Executive’s employment terminates, in each case less all
customary and required taxes and employment-related deductions. The severance
payment provided for in this Section 4(d)(i) shall be paid over a 18-month
period in accordance with Company’s normal payroll practices (provided such payments shall be made at least monthly), commencing on the
first payroll date following the date on which the release of claims required by
Section 4(e) becomes effective and non-revocable, but not after sixty (60) days
following the effective date of termination from employment; provided, that if
the 60th day falls in the calendar year following the year during
which the termination or separation from service occurred, then the payments
will commence in such subsequent calendar year; provided further that if such
payments commence in such subsequent year, the first such installment shall
include an amount equal to the payments that would have been paid if the
payments had commenced in the first month following the termination of
employment. 

7





(iv)      Benefit
Payments. The Company shall pay to Executive the Healthcare Subsidy for a
period of eighteen (18) months following Executive’s termination date. The
Healthcare Subsidy shall be paid, less required withholdings, in the same manner
and the same time as the payments under Section 4(d)(i) are paid. 

(v)      Vesting
of Options. All options heretofore granted and not vested shall immediately
vest.

Payment of the above described
severance payments and benefits are expressly conditioned on Executive’s
execution without revocation of the release of claims under Section 4(e) and
return of Company property under Section 6 and continued compliance with
Executive’s obligations in the Restrictive Covenant Agreement. In the event that
Executive is eligible for the severance payments and benefits under this Section
6(d), Executive shall not be eligible for and shall not receive any of the
severance payments and benefits as provided in Section 6(c). 

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.

(e)      Execution
of Release of Claims. Company shall not be obligated to pay Executive any of
the severance payments or benefits described in this Section 4 unless and until
Executive has executed (without revocation) a timely release of claims in a form
that is acceptable to Company, and which includes standard and reasonable terms
regarding items such as mutual non-disparagement, confidentiality, cooperation
and the like, which must be provided to Executive within fifteen (15) days
following separation from service, and must be effective and irrevocable prior
to the 60th day following Executive’s separation from service (the
“Review Period”), and which shall include a general release of claims against
Company and its affiliated entities and each of their officers, directors,
employees and others associated with Company and its affiliated entities. If
Executive fails or refuses to return such agreement, or revokes the agreement,
within the Review Period, Executive’s severance payments hereunder and benefits
shall be forfeited. 

(f)      No
Other Payments or Benefits Owing. The payments and benefits set forth in
this Section 4 shall be the sole amounts owing to Executive upon termination of
Executive’s employment for the reasons set forth above and Executive shall not
be eligible for any other payments or other forms of compensation or benefits.
The payments and benefits set forth in Section 4 shall be the sole remedy, if
any, available to Executive in the event that Executive brings any claim against
Company relating to the termination of Executive’s employment under this
Agreement. 

8




7. Prohibited Competition And
Solicitation. Executive expressly acknowledges that: (a) there are competitive
and proprietary aspects of the business of Company; (b) during the course of
Executive’s employment, Company shall furnish, disclose or make available to
Executive confidential and proprietary information and may provide Executive
with unique and specialized training; (c) such Confidential Information and
training have been developed and shall be developed by Company through the
expenditure of substantial time, effort and money, and could be used by
Executive to compete with Company; and (d) in the course of Executive’s
employment, Executive shall be introduced to customers and others with important
relationships to Company, and any and all “goodwill” created through such
introductions belongs exclusively to Company, including, but not limited to, any
goodwill created as a result of direct or indirect contacts or relationships
between Executive and any customers of Company. In light of the foregoing
acknowledgements and as a condition of employment hereunder, Executive agrees to
execute and abide by Company’s Confidentiality, Intellectual Property,
Non-Competition and Non-Solicitation Agreement (the “Restrictive Covenant
Agreement”). 

8. Property and Records. Upon the
termination of Executive’s employment hereunder for any reason or for no reason,
or if Company otherwise requests, Executive shall: (a) return to Company all
tangible business information and copies thereof (regardless how such
Confidential Information or copies are maintained), and (b) deliver to Company
any property of Company which may be in Executive’s possession, including, but
not limited to, Blackberry-type devices, smart phones, laptops, cell phones,
products, materials, memoranda, notes, records, reports or other documents or
photocopies of the same. 

9. Code Sections 409A and 280G.

(a)      In
the event that the payments or benefits set forth in Section 4 of this Agreement
constitute “non-qualified deferred compensation” subject to Section 409A, then
the following conditions apply to such payments or benefits: 

(i)      Any
termination of Executive’s employment triggering payment of benefits under
Section 4 must constitute a “separation from service” under Section
409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A -1(h) before distribution
of such benefits can commence. To the extent that the termination of Executive’s
employment does not constitute a separation of service under Section
409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A -1(h) (as the result of
further services that are reasonably anticipated to be provided by Executive to
Company at the time Executive’s employment terminates), any such payments under
Section 4 that constitute deferred compensation under Section 409A shall be
delayed until after the date of a subsequent event constituting a separation of
service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A
-1(h). For purposes of clarification, this Section 7(a) shall not cause any
forfeiture of benefits on Executive’s part, but shall only act as a delay until
such time as a “separation from service” occurs.

(ii)      Notwithstanding
any other provision with respect to the timing of payments under Section 4 if,
at the time of Executive’s termination, Executive is deemed to be a “specified
employee” of Company (within the meaning of Section 409A(a)(2)(B)(i) of the
Code), then limited only to the extent necessary to comply with the requirements
of Section 409A, any payments to which Executive may become entitled under
Section 4 which are subject to Section 409A (and not otherwise exempt from its
application) shall be withheld until the first (1st) business day of
the seventh (7th) month following the termination of Executive’s
employment, at which time Executive shall be paid an aggregate amount equal to
the accumulated, but unpaid, payments otherwise due to Executive under the terms
of Section 4. 

(b)      It
is intended that each installment of the payments and benefits provided under
Section 4 of this Agreement shall be treated as a separate “payment” for
purposes of Section 409A. Neither Company nor Executive shall have the right to
accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section
409A.

9





(c)      Notwithstanding
any other provision of this Agreement to the contrary, this Agreement shall be
interpreted and at all times administered in a manner that avoids the inclusion
of compensation in income under Section 409A, or the payment of increased taxes,
excise taxes or other penalties under Section 409A. The parties intend this
Agreement to be in compliance with Section 409A. Executive acknowledges and
agrees that Company does not guarantee the tax treatment or tax consequences
associated with any payment or benefit arising under this Agreement, including
but not limited to consequences related to Section 409A.

(d)      If
any payment or benefit Executive would receive under this Agreement, when
combined with any other payment or benefit Executive receives pursuant to a
Change of Control (for purposes of this section, a “Payment”) would: (i)
constitute a “parachute payment” within the meaning of Section 280G the Code;
and (ii) but for this sentence, be subject to the excise tax imposed by Section
4999 of the Code (the “Excise Tax”), then such Payment shall be either: (A) the
full amount of such Payment; or (B) such lesser amount (with cash payments being
reduced before stock option compensation) as would result in no portion of the
Payment being subject to the Excise Tax, whichever of the foregoing amounts,
taking into account the applicable federal, state and local employments taxes,
income taxes, and the Excise Tax, results in Executive’s receipt, on an
after-tax basis, of the greater amount of the Payment notwithstanding that all
or some portion of the Payment may be subject to the Excise Tax. 

10. General. 

(a)      Notices.
Except as otherwise specifically provided herein, any notice required or
permitted by this Agreement shall be in writing and shall be delivered as
follows with notice deemed given as indicated: (i) by personal delivery when
delivered personally; (ii) by overnight courier upon written verification of
receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of
receipt of electronic transmission; or (iv) by certified or registered mail,
return receipt requested, upon verification of receipt.

Notices to Executive shall be
sent to the last known address in Company’s records or such other address as
Executive may specify in writing. 

Notices to Company shall be sent
to:

2027 Goldenrod Lane, Germantown MD
20876
Attention: Chairman of the Board 

or to such other Company
representative as Company may specify in writing.

(b)     
Modifications and Amendments. The terms and provisions of this Agreement
may be modified or amended only by written agreement executed by the parties
hereto. 

(c)     
Waivers and Consents. The terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted, only by written document
executed by the party entitled to the benefits of such terms or provisions. No
such waiver or consent shall be deemed to be or shall constitute a waiver or
consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the
specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent. 

(d)      Assignment.
Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of Company’s
business or that aspect of Company’s business in which Executive is principally
involved. Executive may not assign Executive’s rights and obligations under this
Agreement without the prior written consent of Company. 

10





(e)      Governing
Law/Dispute Resolution. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the law
of the State of Israel, without giving effect to the conflict of law principles
thereof. Any legal action or proceeding with respect to this Agreement shall be
brought in the appropriate courts in Israel. By execution and delivery of this
Agreement, each of the parties hereto accepts for itself and in respect of its
property, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts. 

(f)     
Headings and Captions. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or
provisions hereof. 

(g)      Entire
Agreement. This Agreement, together with the other agreements specifically
referenced herein, embodies the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement of
any kind not expressly set forth in this Agreement shall affect, or be used to
interpret, change or restrict, the express terms and provisions of this
Agreement.

(h)      Counterparts.
This Agreement may be executed in two or more counterparts, and by different
parties hereto on separate counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. For all purposes a signature by fax shall be treated as an original.


[Signature Page to Follow] 

11




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: 


12




Appendix A

Confidentiality,
Intellectual Property, Non-Competition and Non-Solicitation
Agreement

This Confidentiality, Intellectual Property, Non-Competition
and Non-Solicitation Agreement (the “Agreement”) is entered into
as of March 29, 2017, by and between Orgenesis, Inc. (the
“Company”), and Vered Caplan, an individual (the
“Executive”). 

RECITALS

WHEREAS, concurrently upon
the execution of this Agreement, the Company and Executive are entering into
that certain Executive Employment Agreement under which Executive shall continue
to be employed by the Company; and 

WHEREAS Executive
acknowledges that: (i) there are competitive and proprietary aspects of the
business of Company; (ii) during the course of Executive’s employment, Company
has furnished, disclosed and/or made available and shall furnish, disclose
and/or make available to Executive confidential and proprietary information and
may have provided and may provide Executive with unique and specialized
training; (iii) such Confidential Information and training have been developed
and shall be developed by Company through the expenditure of substantial time,
effort and money, and could be used by Executive to compete with Company; and
(iv) in the course of Executive’s employment, Executive was introduced and shall
be introduced to customers and others with important relationships to Company,
and any and all “goodwill” created through such introductions belongs
exclusively to Company, including, but not limited to, any goodwill created as a
result of direct or indirect contacts or relationships between Executive and any
customers of Company; and 

WHEREAS, in light of the
foregoing acknowledgements the Company requires that Executive make certain
proprietary information, invention assignment, non-compete and non-solicitation
commitments as a condition to the continuation of his employment;

THEREFORE, in
consideration of Executive’s continued employment with the Company, and the
compensation received by Executive from the Company, from time to time,
Executive and Company hereby agree as follows: 

1.      Definitions. For
purposes of this Agreement, the following terms are defined as follows:

1.1.      “Affiliate”
of the Company means an entity that, directly or indirectly, controls, is
controlled by, or is under common control with the Company. 

1.2.
"     Company Intellectual Property"
means Intellectual Property Rights created, conceived, conducted, developed,
reduced to practice, compiled, written, authored, made and/or produced by
Executive (whether jointly or alone), whether prior to or during the course of
Executive employment with the Company, whether or not during working hours,
and/or conceived, conducted, developed, reduced to practice, compiled, written,
authored, made and/or produced by Executive, prior to, during the term of
Executive's employment or thereafter using Company's premises, intellectual
property (including without limitation Company Intellectual Property) materials,
products, and/or resources, all whether or not recorded in material form. 

1.3.      “Confidential
Information” any and all information, data, materials, Know-How and
Documents in whatever form, including but not limited to technical and
scientific information, data, information regarding research and development
related to actual or anticipated products, laboratory records, analytical and
quality control data, trial data, case report forms, data analyses, reports or
summaries and information contained in submissions to, and information from regulatory
authorities', inventions, whether patentable or non-patentable, discoveries,
conceptions, intellectual property rights, data rights, records, results,
formulations, methods, processes, techniques, compilation, program, devices,
systems, compounds, innovations, designs, drawings, sketches, diagrams,
formulas, computer files, product definitions, product research, manuals,
selection processes, data, methods of manufacture, planning processes, trade
secrets, business secrets, business plans, copyrights, proprietary information,
customer lists, names of customers, list of suppliers, marketing plans,
strategies, forecasts, business forecasts, processes, finances, costing, sales,
prices, terms of payment, details of employees and officers and of the
remuneration and other benefits paid to them, improvements and any other data
related to the business or affairs of Company, its Affiliates and/or their
respective customers, including customers with whom Company is negotiating,
which is: (i) disclosed by or on behalf of Company, Affiliates and/or their
respective customers to Executive; (ii) was or may be otherwise acquired by
Executive during his employment with the Company; and/or (iii) was and/or may be
generated and/or developed by Executive as a result of: (a) use by Executive of
any Confidential Information of the Company, its Affiliates and/or their
respective customers; and/or (b) Executive's employment by Company, all whether
or not in the case of documents or other written materials or any materials in
electronic format they are or were marked as confidential and whether or not, in
the case of other information, such information is identified or treated by the
Company or any of its Affiliates as being confidential. 

13





1.4. "Documents"
means documents, records, notebooks, results, agreements, calculations in each
case whether electronic or in hard copy. 

1.5. “Inventions”
means all Know-How, Documents and business methods, inventions, discoveries,
formulas, ideas, results, records, concepts, processes, techniques,
developments, improvements, innovations, new uses, derivatives, processes,
procedures formulae, models, assays prototypes, methods, designs, techniques,
compounds, conceptions, results, data, data rights, know how, materials,
records, documentation, technology, products, works of authorship, laboratory
records, analytical and quality control data, trial data, case report forms,
data analyses, reports or summaries, all whether or not patentable,
copyrightable or capable of registration, and whether or not recorded in any
medium. 

1.6. "Intellectual Property
Rights" means patents, Inventions, copyright and related rights, trade
marks, trade names, service marks and domain names, rights in get-up, goodwill,
rights to sue for passing off, design rights, semi-conductor topography rights,
database rights, confidential information, moral rights, proprietary rights,
data rights, enforcement rights, royalty rights and any other intellectual
property rights in each case whether registered or unregistered and including
all applications or rights to apply for, and renewals or extensions of such
rights and all similar or equivalent rights or forms of protection which subsist
or will subsist now or in the future in any part of the world. 

1.7. "Know How"
means a package of expertise, practical information or skills, resulting from
experience and testing relating to any inventions, formulae, designs, drawings,
procedures or methods. 

2.      Confidential
Information. Executive hereby covenants and undertakes as follows:

2.1. Nondisclosure of
Confidential Information. Executive shall not at any time during his
employment nor at any time after its termination except for the benefit of the
Company or its Affiliates, directly or indirectly use or assist a third party to
use; divulge, disclose, publish, transfer or communicate; and/or permit or cause
any unauthorized disclosure of any Confidential Information relating to the
Company, its Affiliates, and/or their respective customers, prospective
customers or suppliers. Notwithstanding any other provision of this agreement,
Executive may communicate with the government about possible legal violations
without violating the provisions of the Agreement. 

2.2. The restrictions in clause
Error! Reference source not found. do not apply to: 

14




2.2.1.
any disclosure required for the proper performance of the Executive's duties
during his employment or as authorized by the Company's Board of Directors; 

2.2.2.
any disclosure made to any person authorized by the Company to possess the
relevant information; 

2.2.3.
any information or knowledge that was known to the Executive prior to the
commencement date of his employment; or 

2.2.4.
any information which becomes available to the public generally otherwise than
through the default of the Executive. 

2.3. Any and all Confidential
Information, Documents and Company Intellectual Property including, without
limitation, lists of customers and suppliers, employees correspondence,
documents, computer and other discs and tapes, data listings, codes, designs and
drawings and other documents and materials whatsoever in Executive's possession
or under Executive's control and whether or not made or created by Executive,
relating to the business and/or the financial affairs of the Company, its
Affiliates, and/or their respective agents, customers, prospective customers
and/or suppliers, are and shall remain the exclusive property of the Company or
its relevant Affiliate; will be handed over by Executive to the Company on
demand and, in any event, immediately on the termination of Executive's
employment and Executive will certify that all such property has been so handed
over; and will on demand and, in any event, immediately on the termination of
Executive's employment, will be permanently deleted from any computer system in
Executive's possession or under Executive's control. 

3.      Intellectual
Property 

3.1. The parties acknowledge that
Executive may have created in the past and/or may create in the future
Inventions (alone or jointly), prior to, during the course of Executive's
employment with the Company and/or thereafter and that Executive has a special
obligation to further the interests of the Company in relation to such
Inventions. Executive shall, promptly following creation, disclose to the
Company all such Inventions and works embodying Company Intellectual Property.


3.2. All rights, title and
interests in and to the Company Intellectual Property shall be solely and
exclusively owned by the Company. Executive acknowledges and agrees that any and
all such Company Intellectual Property, including any marketing, advertising and
promotional materials, and other works of authorship, are “works made for hire”
for purposes of the Company’s rights under copyrights laws.

Executive hereby assigns and undertakes to assign to the
Company any and all rights, title and interests he may have or acquire in such
Company Intellectual Property, without any further remuneration or compensation.


3.3. During the period in which
the Executive is employed by the Company and/or otherwise provides services to
the Company, and after termination of such period, the Executive will: 

3.3.1. Upon the request of the
Company, to execute all such documents, both during and after his employment, as
the Company may require to vest in the Company all right, title and interest
pursuant to this Agreement; 

3.3.2.      to
provide all such information and assistance and do all such further things as
the Company may require to enable it to protect, maintain and exploit the
Company Intellectual Property to the best advantage, including (without
limitation), at the Company's request, applying for the protection of Inventions
throughout the world; 

3.3.3.     
to assist the Company in applying for the registration of any registerable
Company Intellectual Property, enable it to enforce the Company Intellectual
Property against third parties and to defend claims for infringement of third
party Intellectual Property Rights; 

3.3.4.      not
to apply for the registration of any Company Intellectual Property in the United
States or any other part of the world without the prior written
consent of the Company; and 

15





3.3.5.      to
treat all Company Intellectual Property as Company's Confidential Information
unless the Company has consented in writing to its disclosure by Executive. 

3.4.     
Executive hereby irrevocably appoint the Company as Executive's attorney in his
name to sign, execute, do or deliver on Executive's behalf any deed, document or
other instrument and to use Executive name for the purpose of giving full effect
to this Section 3. 

4. Additional Undertakings and
Representations 

4.1. The Executive has not and
shall not disclose to the Company or induce the Company to use any Inventions
and/or confidential information belonging to any third party. 

4.2. The Executive hereby
represents and warrants that he has no continuing obligations with respect to
assignment or disclosure of Confidential Information and/or Company Intellectual
Property to any previous employers or other person. The Executive further
certifies that he does not claim any previous unpatented or non-published
inventions or expressions, respectively, within the scope of this Agreement.


4.3. The Executive represents and
warrants that the consummation by him of the transactions described herein will
not result in or constitute any of the following: a breach of any term or
condition of this Agreement; a default or an event that, with notice or lapse of
time or both, would constitute a default, breach or violation of any agreement,
instrument or arrangement to which the Executive is a party or an event that
would permit any third party to terminate an agreement or to accelerate the
maturity of one of the duties or obligations owed to it by the Executive. 

4.4. Executive and the Company
agree that it is important for any prospective employer to be aware of this
Agreement, so that disputes concerning this Agreement can be avoided in the
future. Therefore, the Executive agrees that, following termination of
employment with the Company, the Company may forward a copy of this Agreement to
any future prospective or actual employer, and the Executive releases the
Company from any claimed liability or damage caused to the Executive by virtue
of the Company’s act in making that prospective or actual employer aware of this
Agreement.

5. Covenant not to Compete;
Non-Solicitation.

5.1. As the CEO of the Company,
the Executive had and will continue to have access to the Company’s most
sensitive and commercially valuable Confidential Information. The Executive
hereby covenants that the Executive shall not, for a period of six (6) months
after the termination of the Executive’s employment (the "Restricted
Period"), do any of the following directly or indirectly without the prior
written consent of the Company in its sole discretion:

5.1.1.
engage or participate, directly or indirectly, in any business activity defined
as direct competition with the business of the Company as conducted during the
term of the Executive’s Employment and/or as to Executive's knowledge is to be
carried out by the Company and/or by any of its Affiliates at any time during
the Restricted Period (collectively the "Business");

5.1.2.
become an employee, agent, distributor, consultant or other service provider to
any person or entity engaged in a business that is competitive with the Business
of the Company; 

5.1.3.
influence or attempt to influence any customer or potential customer of the
Company to terminate or modify any written or oral agreement or course of
dealing with the Company and/or any of its Affiliates; or

16 





5.1.4.
influence or attempt to influence any person to terminate or modify its
employment, consulting, agency, distributorship or other arrangement with the
Company and/or any of its Affiliates. 

5.2. The Executive acknowledges
that the Executive has carefully read and considered the provisions of this
Section 5. The Executive acknowledges that the foregoing restrictions may limit
the Executive’s ability to earn a livelihood in a business similar to the
Company’s business, but the Executive nevertheless acknowledges that he has
received, and will receive, sufficient consideration and other benefits in
connection with the Executive’s employment with the Company to justify such
restrictions, which restrictions the Executive does not believe would prevent
the Executive from earning a living in businesses that are not competitive with
the Company’s business and without otherwise violating the restrictions set
forth herein.

6. General Provisions. 

6.1. The Executive acknowledges
that the Company and any person, corporation, partnership or other entity
affiliated with the Company will suffer immediate and irreparable harm as a
result of any violation, breach or threatened breach of this Agreement by the
Executive. The Company shall be entitled, and the Executive hereby consents to
the issuance in any court of competent jurisdiction, with or without notice, and
in addition to any other remedy, including damages, which may be available at
law or in equity, to temporary, preliminary and permanent orders and
injunctions, without bond or undertaking, restraining and enjoining such breach
or violation by the Executive and any other person, corporation, partnership or
other entity including their officers, directors, shareholders, employers,
servants or agents who may be acting in concert with the Executive or to whom
such Company Confidential Information may have been disclosed. If the Company is
successful in any legal action seeking enforcement of this Agreement or damages
relating thereto it shall be entitled to reimbursement of its out-of-pocket
expenses, including reasonable legal fees and disbursements, in connection
therewith. 

6.2. Executive acknowledges that:
(i) this Agreement has been specifically bargained between the parties and
reviewed by Executive, (ii) Executive has had an opportunity to obtain legal
counsel to review this Agreement, and (iii) the covenants made by and duties
imposed upon Executive hereby are fair, reasonable and minimally necessary to
protect the legitimate business interests of the Company, and such covenants and
duties will not place an undue burden upon Executive’s livelihood in the event
of termination of Executive’s employment by the Company and the strict
enforcement of the covenants contained herein. 

6.3. Except as otherwise
specifically provided herein, any notice required or permitted by this Agreement
shall be in writing and shall be delivered as follows with notice deemed given
as indicated: (i) by personal delivery when delivered personally; (ii) by
overnight courier upon written verification of receipt; (iii) by telecopy or
facsimile transmission upon acknowledgment of receipt of electronic
transmission; or (iv) by certified or registered mail, return receipt requested,
upon verification of receipt.

Notices to Executive shall be sent to
the last known address in Company’s records or such other address as Executive
may specify in writing.

Notices to Company shall be sent
to:

or to such other Company representative
as Company may specify in writing.

17




6.4. This Agreement may be
altered, amended or modified only in writing, signed by both of the parties
hereto.

6.5. Headings included in this
Agreement are for convenience only and are not intended to limit or expand the
rights of the parties hereto. References to Sections herein shall mean sections
of the text of this Agreement, unless otherwise indicated.

6.6. This Agreement and the
rights and duties set forth herein may not be assigned by Executive without the
express written consent of the Company.

6.7. If any court of competent
jurisdiction determines that any provision of this Agreement is invalid or
unenforceable, then such invalidity or unenforceability shall have no effect on
the other provisions hereof, which shall remain valid, binding and enforceable
and in full force and effect, and such invalid or unenforceable provision shall
be construed in a manner so as to give the maximum valid and enforceable effect
to the intent of the parties expressed therein. 

6.8. The waiver by either party
of the breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach by either party. 

6.9. The rights and obligations
under this Agreement shall survive the termination of Executive's employment
and/or the termination of this Agreement, for aby reason, and shall remain in
full force and effect thereafter.

6.10.      This
Agreement and the rights and obligations of the parties hereunder shall be
construed in accordance with and governed by the law of Israel, without giving
effect to the conflict of law principles thereof. Any legal action or proceeding
with respect to this Agreement shall be brought in the courts of the Supreme
Court of Israel. By execution and delivery of this Agreement, each of the
parties hereto accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts. 

6.11.     
Jury Waiver. ANY, ACTION, DEMAND, CLAIM, OR COUNTERCLAIM ARISING UNDER OR
RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY A JUDGE ALONE AND EACH OF
COMPANY AND EXECUTIVE WAIVES ANY RIGHT TO A JURY TRIAL THEREOF. 

18




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

	Name 	 	ORGENESIS INC. 
	  	 	 	  
	/s/ Vered Caplan 	 	By: 	/s/ David Sidransky
	Signature 	 	 	Name: David Sidransky
	Address: 	 	 	Title: Director


19