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






EMPLOYMENT AGREEMENT 

This Employment Agreement (the “Agreement”) is made effective
as of August 1, 2014 (the “Effective Date”) between Neil Reithinger (“Employee”)
and Orgenesis, Inc., hereinafter referred to as (“ORGS” or the “Company”), who
are hereinafter sometimes collectively referred to as “the parties” or
singularly as a “party.” 

WITNESSETH 

WHEREAS, ORGS wishes to appoint Employee as the
Company’s Chief Financial Officer and desires to memorialize his employment in
this Agreement upon the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows: 

1. Employment Services. ORGS hereby agrees to
employ Employee as Chief Financial Officer and Employee hereby accepts such
position under the terms and conditions set forth herein. Employee shall be
subject to all the usual and customary office policies and procedures of the
Company as may from time to time be established for Employees of similar grade
and position.

2. Duties.

	 	(a) 	
      Employee shall serve as the Chief Financial Officer of
      the Company during the Term (as defined below) of this Agreement. Employee
      shall carry out all assignments including:

	 	 	 	 
	 		(i) 	
      financial reporting, including preparation of financial
      statements, reports and disclosure documents, coordination with any
      outside accountant or auditor in the preparation of any regulatory
      disclosure documents, and certifying required Securities and Exchange
      Commission regulatory filings;

	 	 	 	 
	 		(ii) 	
      economic strategy and forecasting, including studying,
      analyzing and reporting on trends and opportunities for expansion and
      projection of future company growth and acquisitions or research which may
      involve handling press and public relations;

	 	 	 	 
	 		(iii) 	
      preparation and analyzing or preparing budgets for
      expansions, future projects, supervising investments and raising
    funds;

	 	 	 	 
	 		(iv) 	
      overseeing accounting which includes review and payment
      of expense reports and all other expenses and monitoring income of the
      Company and its subsidiaries;

	 	 	 	 
	 		(v) 	
      such other duties as are usual and typical for an
      employee of a company in similar positions and for the faithful discharge
      of such different or additional duties as may be reasonably established by
      management or the Board of Directors; and

	 	 	 	 
	 		(vi) 	
      review all communication the Company has with outside
      parties that may affect any and all existing and future investments and
      funding to the Company.

	 	 	 	 
	 	(b) 	
      Employee shall, if so requested by the Company, also
      serve for additional compensation, as an officer, director or manager of
      entities from time to time directly or indirectly owned or controlled by
      the Company (each an “Affiliate,” or collectively, the
    “Affiliates”).



3. Term. The term of the employment shall be for a One
(1) year period commencing on the Effective Date (the “Term”), unless sooner
terminated by the Company or Employee in accordance with the terms of this
Agreement or pursuant to Section 6 below. 

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4. Extent of Services. Employee shall devote sufficient
time, attention and energy to his duties hereunder and shall use his best
efforts to promote the business of ORGS and/or its subsidiaries during the Term
of this Agreement. Employee may engage in other activities, including serving on
the Board of Directors of other corporations/organizations, and/or advising
other corporations/organizations in each case to the extent that such activities
do not materially detract from or limit the performance of Employee’s duties
under this Agreement, or inhibit in any material way the business of ORGS and/or
its subsidiaries. Employee shall perform all duties in a professional, ethical
and businesslike manner.

5. Compensation and Benefits. As compensation for his
services hereunder, during the Term of the Agreement, ORGS agrees: 

	 	(a) 	
      To make payments to Employee of One Thousand Five Hundred
      Dollars ($1,500.00) per month as compensation for his
employment.

	 	 	 
	 	(b) 	
      To pay annual bonuses, if any bonuses are payable during
      the Term, which shall be determined by the Company, in its sole
      discretion, in an amount and upon such other performance criteria as shall
      be fixed by the Board of Directors based upon the performance of Employee
      and the Company during the same period.

	 	 	 
	 	(c) 	
      Employee shall be included in any pension plan in effect
      as of the date of this Agreement or affected thereafter. Employee’s
      participation as described in the sentence immediately preceding shall be
      in relation to Employee’s annual compensation as compared to any other
      individual’s participation based upon his annual compensation at the time
      of this Agreement.

	 	 	 
	 	(d) 	
      To grant Employee 200,000 stock options at the current
      market price of $0.50 which shall vest as to one quarter of such at the
      end of each three month period during the Term, provided the Employee
      remains an employee of the Company at the date of such vesting. Employee
      shall be eligible for future stock option and/or restricted stock grants,
      as may be determined by the Board of Directors of the Company from
      time-to-time.

	 	 	 
	 	(e) 	
      ORGS will reimburse Employee for his direct expenses in
      connection with his duties hereunder including, but not limited to,
      reasonable travel, entertainment and hotel expenses. Employee shall timely
      provide such receipts and other documentation of his expenses before any
      reimbursements will be paid.



6. Termination.

	 	(a) 	
      This Agreement shall be terminated upon the happening of
      any of the following:




	 	(i) 	
      at the cessation of ORGS’s business activities except as
      a result of a sale or merger;

	 	 	 
	 	(ii) 	
      upon the mutual consent of the parties hereto;

	 	 	 
	 	(iii) 	
      upon the death of Employee;

	 	 	 
	 	(iv) 	
      the termination of this Agreement for any reason or no
      reason by the Company upon Thirty (30) days prior written notice to
      Employee.

	 	 	 
	 	(v) 	
      the termination for any reason or no reason by Employee
      upon Thirty (30) days written notice to the Company. However, Employee
      cannot terminate this Agreement during a Restricted
  Period.



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	 	(1) 	
      “Restricted Period” shall mean the Thirty (30) day period
      immediately preceding the due date of a quarterly regulatory filing and
      the Sixty (60) day period immediately preceding the due date of an annual
      regulatory filing. The due date of the regulatory filing shall include any
      applicable extensions and extend until such quarterly or annual statement
      is filed.




	 	(b) 	
      Termination by Company for Cause. “Cause” for the
      purpose of this Agreement is defined as (i) an intentional act of fraud,
      embezzlement, theft or any other material violation of law committed by
      Employee; (ii) damage to Company’s assets; (iii) disclosure of Company’s
      confidential information; (iv) breach of Employee’s obligations under this
      Agreement; (v) intentional engagement in any competitive activity which
      would constitute a breach of Employee’s duty of loyalty or of Employee’s
      obligations under this Agreement; (vi) breach of any of Company’s
      policies; (vii) the willful and continued failure to substantially perform
      Employee’s duties for Company (other than as a result of incapacity due to
      physical or mental illness); (viii) willful conduct by Employee that is
      materially injurious to Company, monetarily or otherwise, or (ix) failure
      to follow any written directives from the Board of Directors.

	 	 	 
	 	(c) 	
      If Employee is terminated under Section 6(a)(i)-(iv),
      Employee shall receive Three (3) months severance. If Employee is
      terminated under Section 6(a)(v) or 6(b) then Company shall pay Employee
      any earned but unpaid compensation as of the Date of this Termination
      within Thirty (30) days of such date. “Date of Termination” shall mean the
      final date of Employee’s employment, not the date of notice of
      termination.



7. Covenant not to Compete. Employee hereby covenants
and agrees that during the Term of this Agreement and for a period of One (1)
year after termination of such Agreement hereunder: 

	 	(a) 	
      Employee will not in any way, directly or indirectly,
      solicit, divert, take away or accept, the business of any of the
      customers, suppliers or service providers of ORGS during the Term of this
      Agreement for the purpose of selling to any such customer any product or
      service which was provided or offered by during the Term of this Agreement
      hereof.

	 	 	 
	 	(b) 	
      Employee will not directly or indirectly, attempt or seek
      to cause any of the foregoing customers, suppliers or service providers of
      ORGS to refrain from maintaining or acquiring from or through ORGS any
      products or services, or providing any products or services which were
      provided or offered by or to ORGS during the Term hereof, and will not
      assist any other person or persons to do so. Employee agrees that
      telephonic or written communication by him to any of the Parties described
      above shall constitute activity by Employee for the purposes of this
      Agreement.

	 	 	 
	 	(c) 	
      Employee will not enter into any contract with direct
      competitors of the Company or work for or consult direct competitors of
      the Company on topics relating to the Company’s business. The Recipient
      agrees that he will not engage in, directly or indirectly, and in any
      capacity whatsoever, or have any financial interest in, any business
      operation or in any party in competition with the Company.

	 	 	 
	 	(d) 	
      Attempt in any manner to persuade any investor or
      shareholder of the Company to cease investing or reduce any investment in
      the Company.



8. Non – Disclosure. Employee acknowledges that, in
order for Employee to effectively perform his duties hereunder ORGS will
disclose to Employee certain valuable trade secrets and confidential business
information that has been created, discovered or developed by, or that otherwise
has become known to ORGS as a result of substantial effort, expense and time
incurred by ORGS or which has been assigned or otherwise conveyed. In light of
such acknowledgement, Employee hereby agrees as follows: 

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	 	(a) 	
      Trade Secrets. Employee hereby acknowledges that
      certain processes, formulas and mechanisms used by ORGS in its operation
      of its business, are not generally known to the public or to other persons
      engaged in businesses similar to its business and, as such constitute its
      trade secrets. Employee hereby agrees never to directly or indirectly
      disclose or use, or assist anyone else in disclosing or using such trade
      secrets to any person or entity other than as authorized in the regular
      course of the performance of this Agreement.

	 	 	 
	 	(b) 	
      Insider Trading and Company Policies. Employee
      acknowledges that the Company is a publicly traded company and agrees not
      to trade in the securities of the Company while in possession of material
      undisclosed information, and further agrees not to disclose any such
      information to any party except as permitted by the Company. Employee
      agrees to comply with all Company policies on insider trading and all
      other policies implemented by the Company from time to time.

	 	 	 
	 	(c) 	
      Confidential
Information.




		
      (i) Employee hereby agrees that during the Term of this
      Agreement and for a period of Two(2) years following termination of such
      employment, Employee will not divulge, disclose or make accessible to any
      person or entity the following confidential business information
      (“Confidential Information”) of ORGS, including but not limited to: (1)
      e-mail addresses, customer lists, the names of customer contacts, the
      names of investor contacts, investor lists, professional contacts,
      business plans, technical data, product ideas, personnel, contracts and
      financial information; (2) patents, trade secrets, techniques, formulas,
      formulations, components, ingredients, compounds, processes, business
      methodologies, schematics, employee suggestions, development tools and
      processes, computer printouts, computer programs, design drawings and
      manuals, and improvements; (3) information about costs, profits, markets
      and sales; (4) plans for future development and new product concepts; (5)
      data relating to studies, clinical trials, results of any studies or
      trials, regulatory applications, patients, research, development,
      procedures and treatment plans;(6) all documents, books, papers, drawings,
      models, sketches, and other data of any kind and description, including
      electronic data recorded or retrieved by any means, that have been or will
      be disclosed, as well as written or oral instructions or comments; and (7)
      any and all information provided to Recipient regarding the Company or
      conversations between the Recipient and a representative of the
      Company.

	 	 
	 	(ii) Employee recognizes and acknowledges
  that:



	 	(1) 	
      The Confidential Information is a valuable, special and
      unique asset of the Company and that disclosure of any Confidential
      Information would cause considerable harm to the Company’s operations
      and/or business reputation; and

	 	 	 
	 	(2) 	
      The disclosure of the Confidential Information to any
      other person or entity outside the Company or use of the Confidential
      Information by or on behalf of any other person or entity could result in
      irreparable harm to the Company.




	 	(iii) 	
      Employee shall not disclose, use or in any way implement
      the Confidential Information to provide, enable or help others to provide
      services that are substantially similar to or competitive with any of the
      Company’s projects, products or services without the written consent of
      the Company or as otherwise required by law.



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	 	(iv) 	
      With respect to all Confidential Information, Employee
      shall:

	 	 	 	 
	 		(1) 	
      protect and safeguard the Confidential Information
      against unauthorized use, publication, or disclosure in any
  manner;

	 	 	 	 
	 		(2) 	
      not use any of Confidential Information except to perform
      the duties of Chief Financial Officer of the Company as set out in this
      Agreement;

	 	 	 	 
	 		(3) 	
      not, directly or indirectly, in any way, reveal, reverse
      engineer, de-compile, disassemble, report, publish, disclose, transfer or
      otherwise use any of the Confidential Information except as specifically
      authorized by the Company in accordance with this Agreement; and

	 	 	 	 
	 		(4) 	
      not restrict access to the Confidential Information to
      the Company’s officers, directors, or employees who need such access for a
      permitted use.



9. Property of ORGS. Employee agrees that upon
termination of this Agreement, he will promptly deliver to ORGS all written and
other materials in his possession or control which contain any of the trade
secrets and confidential business information described in this Agreement and
all other property of ORGS in his possession or control at such time, which was
obtained from ORGS or complied or produced for ORGS during the Term of this
Agreement, including, but not limited to: (a) records; data, plans, programs,
invoices, flow charts, record layouts, computer printouts, magnetic tapes,
diskettes, disks, card decks; (b) log-in and password information for all
electronic formats including but not limited to: bank(s), QuickBooks, and
payroll company; and (c) letters and customer lists. 

10. Non-solicitation of Employees. During the Term of
this Agreement and for One (1) year thereafter, Employee shall not hire or
solicit for employment directly or through or on behalf of any party, any
persons who are then employees of ORGS. 

11. Relations with Third Parties and Representations of the
Parties. 

	 	(a) 	
      Employee agrees that ORGS may make known to others,
      either during or subsequent to the Term of this Agreement, the existence
      of this Agreement and the provisions of all or any part hereof.

	 	 	 
	 	(b) 	
      Employee represents and warrants
that:




	 	(i) 	
      He is not in violation of any term of any employment
      contract, patent or other proprietary information disclosure agreement of
      any other contract, agreement or any judgment, decree or order of any
      court or administrative agency relating to or affecting his right to be
      retained by ORGS because of the nature of this business conducted or
      proposed to be conducted by ORGS or for any other reasons;

	 	 	 
	 	(ii) 	
      No such term, judgment, decree or order conflicts with
      his obligation to use his best efforts to promote the interests of ORGS
      nor does the execution and delivery of this Agreement, nor the carrying on
      of ORGS business conflict with any such term, judgment, decrees or order;
      and

	 	 	 
	 	(iii) 	
      Neither he nor any of his affiliates (as that term is
      defined under the Securities Act of 1933) are a party to any transaction,
      agreement or understanding to which ORGS is also a party except this
      Agreement or any agreement executed hereunder, nor does he or any of his
      affiliates have any interest in any person or entity with whom ORGS does
      or intends to do business.



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	 	(c) 	
      ORGS hereby makes the following representations in
      connection with this Agreement:




	 	(i) 	
      ORGS is a corporation duly organized and validly existing
      by virtue of the laws of the state of its incorporation and is in good
      standing under the laws thereof.

	 	 	 
	 	(ii) 	
      The execution of this Agreement by ORGS and the
      performance by it of the covenants and undertakings hereunder have been
      duly authorized by all requisite corporate action, and approved by the
      Board of Directors and ORGS has the corporate power and authority to enter
      into this Agreement and perform the covenants and undertakings to be
      performed by it hereunder and is under no other impediment which would
      adversely affect its ability to consummate or prohibit it from meeting its
      obligation hereunder.

	 	 	 
	 	(iii) 	
      This Agreement has been duly authorized, executed and
      delivered by ORGS and constitutes a valid and legally binding obligation
      of ORGS enforceable in accordance with its terms.



12. Remedies, Survival, and Severability. 

	 	(a) 	
      ORGS and Employee agree that in the event of breach of
      any of the covenants, agreements or obligations under Sections 4, 7, 8, 9,
      10 and 11 thereof, remedies at law would be inadequate and either party
      may seek injunctive relief as well as damages.

	 	 	 
	 	(b) 	
      The covenants, agreements, representations, warranties
      and obligations contained in Sections 4, 7, 8, 9, 10 and 11 hereof shall
      survive the termination of this Agreement for the periods herein set
      forth.

	 	 	 
	 	(c) 	
      Each of the covenants, agreements and obligations
      contained in Sections 4, 7, 8, 9, 10 and 11 hereof shall be independent
      and severable from the others and should any be for any reason held
      illegal, invalid or unenforceable in whole or in part, said illegality,
      invalidity or unenforceability shall not affect the other covenants,
      agreements and obligations in said Sections.

	 	 	 
	 	(d) 	
      In the enforcement of their rights hereunder, ORGS and
      Employee shall return all of their rights under law or in equity to
      enforce the obligations of the other party hereunder or otherwise, and to
      seek relief for the acts of the other party subject to the terms of this
      Agreement.



13. Miscellaneous. 

	 	(a) 	
      This Agreement embodies the entire agreement of the
      parties hereto relating to the subject matter hereof. No amendment,
      modification, waiver or attempted waiver of this Agreement or any part
      hereof shall be valid or binding unless made in writing and signed by both
      parties.

	 	 	 
	 	(b) 	
      All questions concerning the construction, validity, and
      interpretation of this Agreement and the performance of the obligations
      imposed hereunder shall be governed by the laws of the State of New York,
      without giving effect to the conflict of law or choice of law provisions
      thereof. Any dispute, controversy or claim arising out of this Agreement
      shall be resolved in accordance with the rules of the Arbitration
      Association of America (“AAA”) applying New York law. Each Party hereby
      waives its right to seek any remedy or claim for relief in court,
      including such Party’s right to a jury trial. Notwithstanding the
      foregoing, any actions commenced under this Agreement shall be venued in
      either the United States District Court for the Southern District of New
      York, or in the Supreme Court of New York, New York County.

	 	 	 
	 	(c) 	
      Any notice required or permitted to be given pursuant to
      this Agreement shall be sufficiently given when delivered or if sent by
      Certified mail postage prepaid, return receipt requested, on the third day
      after such mailing, to the following address:



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If to Orgenesis, Inc.: 

21 Sparrow Circle 
White Plains, NY
10605 

If to Employee:

At the address set forth on the
signature page. 

or, as to each party, at such other
address as shall be designated by such party in a written notice to the other
party pursuant to the terms of this section. 

	 	(d) 	
      This Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be original, but all of
      which together shall constitute one and the same instrument.

	 	 	 
	 	(e) 	
      The headings of the sections and subsections hereof have
      been inserted as a matter of convenience and shall not be used in the
      interpretation of any provisions of this Agreement.

	 	 	 
	 	(f) 	
      The failure of either party hereto in any one or more
      instances to insist upon the performance of any of the terms or conditions
      of this Agreement, or to exercise any rights or privileges conferred in
      this Agreement or the waiver by either party of any breach of any of the
      terms, covenants or conditions of this Agreement shall not be construed as
      thereafter waiving any such terms, conditions, rights, privileges or
      covenants, and the same shall continue and remain in full force and effect
      as if no such forbearance or waiver had occurred.

	 	 	 
	 	(g) 	
      Any term or provision of this Agreement which is invalid
      or unenforceable in any jurisdiction shall, as to such jurisdiction, be
      ineffective to the extent of such invalidity or unenforceability without
      rendering invalid or unenforceable the remaining terms and provisions of
      this Agreement or affecting the validity or enforceability of any of the
      terms or provisions of this Agreement in any other jurisdiction. Further,
      to the extent that any term or provision hereof is deemed invalid, void or
      otherwise unenforceable, but may be made enforceable by amendment thereto,
      the parties agree that such amendment may be made so that the same shall,
      nevertheless, be enforceable to the fullest extent permissible under the
      laws and public policies applied in any such jurisdiction in which
      enforcement is sought.



14. Entire Agreement. This Agreement constitutes
the entire agreement between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement. 

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under their seals as of the date and year first written above. 

	The Company: 	Employee: 
	Orgenesis, Inc. 	  
	  	  
	By: /s/ Vered Caplan 	/s/ Neil Reithinger 
	  	Neil Reithinger 
	Name: Vered Caplan 	  
	Title: Chairperson, Interim Chief Executive Officer 	Address: 14201 N. Hayden Road, Suite A-1,

	  	Scottsdale, AZ 85260 


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