Exhibit 10.1


 





	 	
        AMARANTUS BIOSCIENCE HOLDINGS,
        Inc.

        953 Indiana St.

        c/o Janssen Labs

        San Francisco, CA 94107

        Phone: 408 737 2734 Fax: 408 521 3636

        www.amarantus.com      info@amarantus.com

         








 


 





September 26, 2014


 


Gerald E. Commissiong


953 Indiana Street


San Francisco, CA 94107


 


 


Dear Mr. Commissiong:


 


This Offer Letter will
renew your employment with Amarantus Bioscience Holdings, Inc. (the “Company”) as its President and Chief Executive
Officer. This Offer Letter supersedes any and all previous employment agreements with the Company, whether oral or in writing,
including but not limited to the July 10, 2014 offer letter.


 


Initially your annual
Base Salary shall be $225,000 ($18,750 per month), (your “Base Salary”) which will be paid semi-monthly in accordance
with the Company’s normal payroll procedures. Upon the Company’s “uplisting” to NASDAQ, your annual Base
Salary will be immediately increased to $337,500, consistent with percentage increases across all of the Company’s other
employment agreements. As an employee, you are also eligible to receive certain employee benefits. The Company will also sponsor
you for, and pay the expenses associated with, your application for permanent residency in the United States. Subject to the provisions
below, you should note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary.


 


In addition to your
Base Salary, you will also be eligible for a discretionary performance bonus (the “Performance Bonus”) equal to up
to 35% of your Base Salary. Award of this Performance Bonus is conditioned upon the Company’s substantial performance in
accordance with its annual plan as determined by the Company’s Board of Directors in its sole discretion. The milestones
and their weight for your 2014 Performance Bonus is attached hereto as Exhibit A. The Performance Bonus, if any, shall be
paid on or before March 15th of each year during which you are still employed by the Company.


 


The Company will also
provide you with a Signing Bonus of $50,000, less standard deductions and withholdings, within ten (10) days of your execution
of this Employment Agreement.


 






    	 



    	 



    

 


In addition, it will
be recommended at the first meeting of the Company’s Board of Directors following your acceptance of this Offer Letter that
the Company grant you an option to purchase 5 million shares equivalent to approximately 0.5% of the fully diluted outstanding
shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on
the date of grant, as determined by the Company’s Board of Directors. 25% of the shares subject to the option shall vest
12 months after the date your vesting begins subject to your continuing employment with the Company, and no shares shall vest before
such date. The remaining shares shall vest monthly over the next 36 months in equal monthly amounts subject to your continuing
employment with the Company. This option grant shall be subject to the terms and conditions of the Company’s Equity Incentive
Plan and Stock Option Agreement, including vesting requirements. No right to any stock is earned or accrued until such time that
vesting occurs, nor does the grant confer any right to continue vesting or employment.


 


Your employment with
the Company shall be “at will,” which means that your employment relationship with the Company is terminable by either
party at any time with or without cause. However, in the event Company terminates your employment without Cause, or you terminate
your employment with Good Reason, you shall, upon execution of a standard release, be entitled to a severance package of (i) one
year of your then current annual Base Salary to be paid in the form of monthly salary continuation; (ii) one year of healthcare
benefit continuation; (iii) a full Performance Bonus of 35% of your then current annual Base Salary; and (iv) immediate acceleration
of 25% of all outstanding unvested equity awards then held by you.


 


“Cause”
shall mean (i) your gross negligence or willful misconduct in the performance of your duties to the Company where such gross negligence
or willful misconduct has resulted or is likely to result in material damage to the Company or its subsidiaries; (ii) your willful
and habitual neglect of your employment duties; (iii) your commission of any act of fraud with respect to the Company; (iv) your
conviction of or plea of guilty or nolo contendere to felony criminal conduct or any crime involving moral turpitude; or
(v) your violation of any confidentiality agreement that you have entered into with the Company.


 


“Good Reason”
shall mean either of the following events which is not cured by the Company within 30 days after written notice thereof is provided
to the Company by you: (i) any material reduction of your annual base salary; (ii) any involuntary relocation of your principal
place of business to a location that would increase your one-way commute by more than thirty (30) miles; (iii) a substantial and
material adverse change, without your written consent, in your authority or duties causing your position to have materially less
responsibility; or (iv) any material breach by the Company of any provision of your Employment Agreement, after written notice
delivered to the Company of such breach and the Company's failure to cure such breach.


 






    	 



    	 



    

 


If your employment
terminates involuntarily without Cause or for Good Reason in connection with or during the twelve (12) month period following the
effective date of a Change in Control, and provided such termination constitutes a “separation from service” under
Treasury Regulation Section 1.409A-1(h), in addition to the severance set forth above, the Company shall cause all outstanding
equity awards then held by you (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted
stock or similar awards) to become fully immediately vested and, if applicable, exercisable with respect to all the shares subject
thereto effective immediately prior to the date of such termination.


 


“Change of Control”
shall mean the occurrence of: (i) any reorganization, consolidation or merger of the Company with or into any other corporation
or other entity or person, by means of any transaction or series of related transactions, in which the Company’s stockholders
as constituted immediately prior to such transaction(s) hold less than 50% of the voting power of the surviving or acquiring entity;
or (ii) a sale of all or substantially all of the assets of the Company.


 


We also ask that, if
you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect
your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding
that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case.
Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation,
consulting or other business activity directly related to the business in which the Company is now involved or becomes involved
during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.
However, the Company agrees that you will be permitted to serve as an advisor or board member for other companies or organizations,
so long as such service does not interfere with your obligations to the Company and such company or organization is not directly
related to the business in which the Company is now involved or becomes involved during the term of your employment. Similarly,
you agree not to bring any third party confidential information to the Company, including that of your former employer, and that
in performing your duties for the Company you will not in any way utilize any such information.


 






    	 



    	 



    

 


As a Company employee,
you are expected to abide by the Company’s rules and standards. Specifically, you are required to sign an acknowledgment
that you have read and that you understand the Company’s rules of conduct which are included in the Company Handbook.


 


As a condition of your
employment, you are also required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment
and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to
any invention made during your employment at the Company, and non-disclosure of Company proprietary information. In the event of
any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that (i) any and
all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving
any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be resolved
by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate discovery, and
(v) the Company shall pay all the arbitration fees, except an amount equal to the filing fees you would have paid had you
filed a complaint in a court of law.


 


To accept the Company’s
offer, please sign and date this Offer Letter in the space provided below. This letter, along with any agreements relating to proprietary
rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations
or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations,
whether written or oral. This letter may not be modified or amended except by a written agreement signed by the Chairman of the
Company’s Board of Directors and you.


 


We look forward to
your favorable reply and to continue working with you at Amarantus Bioscience Holdings, Inc.


 





	Sincerely,	 	 	 
	 	 	 	/s/ Robert Harris	 
	 	 	 	Mr. Robert L. Harris, JD	 
	 	 	 	 	 
	 	 	 	Lead Director	 
	 	 	 	 	 
	Agreed to and accepted:	 	 	 
	 	 	 	 	 
	Signature:	/s/ Gerald Commissong	 	 	 
	 	 	 	 	 
	Printed Name:	Mr. Gerald E. Commissiong	 	 	 
	 	 	 	 	 
	Title: 	President & CEO	 	 	 
	 	 	 	 	 
	Date: 	October 6, 2014	 	 	 
	 	 	 	 	 







 





 



    	 



    	 



    

 





Exhibit A


 


 


 


	MILESTONES	% OF PERFORMANCE BONUS	COMPLETION TIMING
	Nasdaq uplist 	30%	12/31/14
	Eltoprazine US IND filed and approved for LID	30%	12/31/14
	LymPro partner validation of analytical performance package (APP) and CLIA certification  	25%	12/31/14
	MANF  Orphan drug designation applications filed and approved for both ocular ischemic syndrome (OIA) and Retinitis pigmentosa 	15%	12/31/14
	TOTAL	100%