Exhibit 10.1


 


FIRST AMENDMENT TO


EMPLOYMENT AGREEMENT


 


This First Amendment
(this “Amendment”) to the Employment Agreement (the “Agreement”) by and between Bionik Laboratories Corp.,
a Delaware corporation, and Tim McCarthy, is made as of the 2nd day of August, 2017, by and between the Company and
the Employee (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Agreement).


 


RECITALS


 


WHEREAS, the Company
and the Employee are parties to the Agreement; and


 


WHEREAS, the Company
and the Employee desire to amend the Agreement as more particularly set forth herein; and


 


WHEREAS, Section 6.6
of the Agreement provides, in part, that no amendment to the Agreement shall be valid or binding unless set forth in writing and
duly executed by both of the parties thereto.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:


 


1.        Amendments
to Agreement.


 


(a)       The
first paragraph of Section 1.3 of ARTICLE 1 of the Agreement is hereby amended and restated as follows:


 


“Reporting and Duties.
The Employee shall report to the Chief Executive Officer of the Company. The Employee shall be responsible for the preparation
and implementation of the commercialization strategy for the Company and each of the Company’s existing and planned products
from time to time, support any and all partnering efforts associated with the Company’s existing and planned products, overseeing
the Company’s development programs and operations, and perform all of the normal and customary duties, responsibilities and
authorities customarily accorded to, and expected of the Position, including those duties, responsibilities and authorities as
may be reasonably designated by the Chief Executive Officer of the Company or the Board from time to time (collectively, the “Duties”).
The Employee understands and agrees that the Position requires travel to the Company’s chief executive offices in Toronto,
Canada from time to time, as well as other destinations, to fulfill the Duties. The Employee agrees to comply with all applicable
rules of the Company.”


 


(b)       Section
5.2 of ARTICLE 5 of the Agreement is hereby amended and restated as follows:


 


“Termination by Company
for Other than Cause. The Company may terminate this Agreement and the Employee’s employment, for any reason without cause
and provided that the Employee executes a general release to be provided to the Company in form and substance acceptable to the
Company, the Company shall pay to the Employee an amount equal to nine (9) months’ salary and benefits plus one (1) month
salary for every full year of service to the Company (the “Severance”) plus accrued vacation and pro-rata bonus, if
any.”


 






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2.       Incentive
Compensation. As of the date hereof, the Employee shall be granted the following, all under and pursuant to the Plan, based
on the terms of the Plan:


 


(a)       The
Employee shall be granted seven (7) year options (which shall be incentive options to the extent applicable and available) to purchase
an aggregate of 1,500,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value
of the Company’s common stock on the date of grant, and which shall vest equally over a three (3) year period commencing
one year from the date of grant and in the two subsequent years on the anniversary of the grant date.


 


(b)       The
Employee shall be granted seven (7) year options (which shall be incentive options to the extent applicable and available) to purchase
an aggregate of 250,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value
of the Company’s common stock on the date of grant, and which shall vest upon, and if and only if, the Company achieves no
less than $5.0 million in sales (as provided in the Company’s audited Consolidated Statements of Operations and Comprehensive
(Loss) Income) for the fiscal year ending March 31, 2019.


 


(c)       The
Employee shall be granted seven (7) year options (which shall be incentive options to the extent applicable and available) to purchase
an aggregate of 250,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value
of the Company’s common stock on the date of grant, and which shall vest upon, and if and only if, the Company achieves no
less than $10.0 million in sales (as provided in the Company’s audited Consolidated Statements of Operations and Comprehensive
(Loss) Income) for the fiscal year ending March 31, 2020.


 


3.       Miscellaneous.


 


(a)       Except
as expressly set forth herein, the Agreement shall remain in full force and effect.


 


(b)       The
headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a
part of this Amendment.


 


(c)       This
Amendment, together with the Agreement, contain the entire agreement between the Company and the Employee with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings with respect thereto.


 


(d)       This
Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement. Fax and electronic signatures shall be deemed originals for all purposes
hereof.


 






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(e)       This
Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.


 


 


[Remainder
Of This Page Intentionally Left Blank; Signature Page Follows]


 


 




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


 





	 	COMPANY:	 
	 	 	 
	 	Bionik Laboratories Corp.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Peter Bloch	 
	 	Name: 	Peter Bloch	 
	 	Title: 	Chairman and CEO	 
	 	 	 	 
	 	 	 	 
	 	EMPLOYEE:	 
	 	 	 	 
	 	 	 	 
	 	/s/ Tim McCarthy	 
	 	Tim McCarthy	 



 


 


 


 


[SIGNATURE PAGE TO AMENDMENT]


 



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