EXHIBIT 10.1
PERSONAL EMPLOYMENT AGREEMENT
THIS PERSONAL EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into
with effect from February 2nd , 2012 by and between ORGENESIS LTD. (the
"COMPANY"), and Jacob Ben Arie (the "EMPLOYEE").
WHEREAS, the Company wishes to employ the Employee, and the Employee wishes to
be employed by the Company, as of the Commencement Date (as such term is defined
hereunder); and
WHEREAS, the parties desire to state the terms and conditions of the Employee's
employment by the Company, as set forth below.
NOW, THEREFORE, in consideration of the mutual premises, covenants and other
agreements contained herein, the parties hereby agree as follows:
GENERAL
1. Position. The Employee's duties and responsibilities shall include but not be
limited to those duties and responsibilities customarily performed by a Chief
Executive Officer. The Employee shall also serve as Chief Executive Officer of
the Company's parent corporation, Orgenesis Inc. (the "PARENT COMPANY"), for no
additional consideration. The Employee shall report regularly and shall be
subject to the direction and control of the Company's Board of Directors (the
"BOARD") and of the Parent Company's Board of Directors (the "PARENT'S BOARD").
The Employee shall perform his duties diligently, conscientiously and in
furtherance of best interests of the Company and the Parent Company, in
accordance with the instructions of the Board and of the Parent's Board, as
applicable. The Employee agrees and undertakes to inform the Company,
immediately after becoming aware of any matter that may in any way raise a
conflict of interest between the Employee and the Company or the Parent Company.
During his employment by the Company, the Employee shall not receive any
payment, compensation or benefit from any third party in connection, directly or
indirectly, with his position hereunder.
2. Scope of Employment. The Employee will be employed on a full time basis. The
Employee shall devote 100% of his entire business time and attention to the
business of the Company and the Parent Company. Employee shall not undertake or
accept any other paid or unpaid employment or occupation or engage in any other
business or volunteer endeavors that will cause Employee to breach his
undertakings or obligations to the Company hereunder, without the prior written
consent of the Board. Notwithstanding the aforesaid, the Employee shall be
permitted, with the prior consent of the Board, to serve as director in
companies that do not engage in similar business as the Company and do not
compete in any way with the Company, all provided that such engagement with
other companies shall not conflict with, or cause the Employee to breach his
undertakings or obligations to the Company hereunder. The Company hereby permits
the Employee to serve as a director in Jaz Medical Ltd. registration number
51-452635-9, provided that such engagement shall not conflict with, or cause the
Employee to breach his undertakings or obligations to the Company hereunder.
3. Employee's Undertakings, Representations and Warranties.
3.1. The Employee represents and warrants that the execution and delivery of
this Agreement and the fulfillment of its terms: (i) will not constitute a
default under or conflict with any agreement or other instrument to which
he is a party or by which he is bound; and (ii) do not require the consent
of any person or entity. Further, with respect to any past engagement of
the Employee with third parties and with respect to any permitted
engagement of the Employee with any third party during the term of his
engagement with the Company (for purposes hereof, such third parties shall
be referred to as "OTHER EMPLOYERS"), the Employee represents, warrants and
undertakes that: (a) his engagement with the Company is and/or will not be
in breach of any of his undertakings toward Other Employers, and (b) he
will not disclose to the Company, nor use, in provision of any services to
the Company, any proprietary or confidential information belonging to any
Other Employer.
3.2. The Employee acknowledges and agrees that all information technology
systems of the Company to which he shall have access are the sole and
exclusive property of the Company, and that all such systems are and shall
be monitored by the Company regularly, at its discretion. Employee
understands, acknowledges and agrees that he should have no expectation of
privacy in his use of such systems.
TERM AND TERMINATION OF EMPLOYMENT
4. Term. The Employee's employment by the Company has commenced on February 2nd,
2012 (the "COMMENCEMENT DATE") and shall continue until it is terminated
pursuant to the terms set forth herein.
5. Termination at Will. Either party may terminate the employment relationship
hereunder at any time by giving the other party a prior written notice as set
forth in SCHEDULE A (the "NOTICE PERIOD"). It is clarified that, if the Company
is entitled to terminate the employment hereunder, it may terminate the
employment relationship with immediate effect upon a written notice to Employee
and payment to the Employee of a one time amount equal to the Salary to which
the Employee would have been entitled during the Notice Period, in lieu of such
prior notice.
6. Termination for Cause. The Company may immediately terminate the employment
relationship for Cause, and such termination shall be effective as of the time
of notice of the same. "CAUSE" means (a) a material breach of this Agreement;
(b) any willful failure to perform or willful failure to perform competently any
of the Board's or the Parent's Board's (as applicable) instructions or any of
the Employee's fundamental functions or duties hereunder which was not cured
within 7 days following the delivery by the Company of a written notice thereof;
(c) engagement in willful misconduct or acting in bad faith with respect to the
Company which was not cured within 7 days following the delivery by the Company
of a written notice thereof; or (d) conviction of a felony involving moral
turpitude.
7. Notice Period; End of Relations. During the Notice Period and unless
otherwise determined by the Company in a written notice to the Employee, the
employment relationship hereunder shall remain in full force and effect, the
Employee shall be obligated to continue to discharge and perform all of his
duties and obligations with Company, and the Employee shall cooperate with the
Company and assist the Company with the integration into the Company of the
person who will assume the Employee's responsibilities.
COVENANTS
8. Proprietary Information; Assignment of Inventions and Non-Competition. By
executing this Agreement and in partial consideration for the Salary (as such
term is defined hereunder), the Employee confirms and agrees to the provisions
of the Company's Proprietary Information, Assignment of Inventions and
Non-Competition Agreement attached as SCHEDULE B hereto.
SALARY AND ADDITIONAL COMPENSATION; INSURANCE; ADVANCED STUDY FUND
9. Salary. The Company shall pay to the Employee as compensation for the
employment services a salary in the gross amount set forth in SCHEDULE A (the
"SALARY"). Except as specifically set forth herein, the Salary includes any and
all payments to which the Employee is entitled from the Company hereunder and
under any applicable law, regulation or agreement. The Salary is to be paid to
the Employee in accordance with the Company's normal and reasonable payroll
practices, after deduction of applicable taxes and like payments.
10. Position of Trust. The Employee agrees that Employee's position is one that
requires a special measure of personal trust and loyalty. Therefore, the
provisions of the Hours of Work and Rest Law-1951 shall not apply to the
Employee and the Employee shall not be entitled to any compensation for working
more than the maximum number of hours per week set forth in such Law in addition
to the compensation set forth in this Agreement.
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11. Manager's Insurance
11.1.The Company shall contribute at the end of each month during the
employment of Employee hereunder, an aggregate amount equal to 13.33% of
the Salary for the preceding month to a Managers Insurance (Bituach
Menahalim) policy (the "POLICY") or 14.33% of the Salary to a comprehensive
pension plan ("PENSION PLAN"), as shall be decided by the Employee, through
an agency to be selected by the Company, to be divided as follows: (i)
8.33% towards severance pay (the "COMPANY'S SEVERANCE CONTRIBUTION"); and
(ii) either (a) in the case of a Policy, 5% toward provident (compensation)
payments, subject to deduction of 5% from the Employee's Salary as detailed
below; or (b) in the case of a Pension Plan, 6% toward provident
(compensation) payments, subject to deduction of 5.5% from the Employee's
Salary, as detailed below. In case the employee chooses a Policy, the
Company shall pay a percentage of the Salary required in order to insure
75% of the Salary (and in any event no more than 2.5% of the Salary)
towards loss of working capacity disability insurance pursuant to the
Company's disability insurance. The Employee agrees that the Company shall
deduct from the Salary an amount equal to 5% or 5.5% of the Salary, as
applicable, for the preceding month, and shall pay such amount as premium
payable in respect of the provident compensation component of Policy or the
Pension Plan, as the case may be. In the event the Employee elects to be
insured under a combination of the Policy and Pension Plan, the Employee
may determine the allocation between the two, provided that, in any event
the Company's contributions will not exceed the maximum amounts set forth
above.
11.2.The Company undertakes to transfer the Policy or the Pension Plan, as
applicable, to the Employee within a reasonable time after termination of
the Employee's employment with the Company, whether terminated by the
Company or the Employee.
11.3.The Company's Severance Contributions will be in lieu of the severance pay
that the Employee will be entitled to in the event of his termination, all
in accordance with the provisions of Section 14 of the Severance Pay Law,
5723-1963. The Employee's signature on this Agreement represents the
Employee's agreement to the content of this section. The Company waives in
advance any right it may have in the future for the return of the Company's
Severance Contributions, or any of them, unless:
11.3.1. The Employee's entitlement for severance pay has been deprived by a
judgment, under the provisions of sections 16 or 17 of the Severance
Pay Law, 5723-1963, and as long as it was so deprived; or
11.3.2. The employee has withdrawn monies from the Policy or the Pension
Plan, as applicable, not in circumstances of death, disability or
retirement at the age of 60 or more.
A copy of the Order and Confirmation Regarding Payments of Employers to the
Policy and Pension Plan instead of Severance Pay is attached as SCHEDULE C
to this Agreement.
11.4.The Company's contribution to the Policy or the Pension Plan, as
applicable, shall be calculated solely based on the Salary, and the
Employee's entitlement to severance pay, if any, shall be calculated solely
based on the Salary and no other payment, right or benefit to which the
Employee is entitled under this Agreement or by law shall be taken into
account in such calculations.
12. Further Education Fund. The Company together with the Employee will maintain
a Further Education Fund ("KEREN Hishtalmut"). Each month, the Company shall
contribute to such fund an amount equal to 7.5% of the Salary and the Employee
shall contribute to such fund an amount equal to 2.5% of the Salary. All of the
Employee's aforementioned contributions shall be transferred to the fund by the
Company by deducting such amounts from each monthly Salary payment.
Notwithstanding the aforesaid, the Employee may instruct the Company in writing
to contribute to such fund only the amount that is tax exempted and to increase
the Salary (and all related payments) proportionately such that the aggregate
cost to the Company for payments made by it to the Employee shall remain the
same as if the Company was contributing the full amount to such fund.
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ADDITIONAL BENEFITS
13. Bonuses. The Employee shall be eligible to receive bonuses based upon
performance criteria as shall be determined by the Board from time to time. In
addition, the Employee shall be entitled to receive a one time incentive bonus
in an amount of USD 10,000 (ten thousand) to be paid within 14 days as of the
date hereof (the "INCENTIVE BONUS"). The Incentive Bonus shall not be considered
as part of the Salary, for the purposes of Section 11 and 12 above or otherwise.
14. Expenses. The Company will reimburse the Employee for business expenses
borne by the Employee, provided that such expenses were expressly approved in
advance by the Company, and against valid invoices furnished by the Employee to
the Company.
15. Vacation. The Employee shall be entitled to the number of paid vacation days
during each year as set forth in SCHEDULE A, to be taken at times subject to the
reasonable approval of the Board. Up to such number of unused vacation days as
set forth in SCHEDULE A may be carried forward from one year to the next and any
such carried unused vacation day shall be forfeited without any payment at the
end of the second year. The Employee shall not receive payment in lieu of any
accrued and unused vacation days, except in the context of his termination in
accordance with applicable law.
16. Sick Leave; Recuperation Pay. The Employee shall be entitled to that number
of paid sick leave per year as set forth in SCHEDULE A (with unused days to be
accumulated up to the limit set pursuant to applicable law), and also to
Recuperation Pay ("DMEI HAVRA'A") pursuant to applicable law.
17. Car or Car Expenses. Employee shall be entitled to choose between the
following two alternative sections 17.1 or 17.2, with regard to receipt of a Car
(as defined below) or Car Expenses (as defined below):
17.1.At the Employee's request, subject to the Company approving and executing
an agreement with a leasing company, the Company shall provide the Employee
with a car with a listed purchase price of approximately NIS210,000, of
make and model pursuant to Company's discretion (the "CAR"), as part of the
Company's car leasing arrangement.
17.1.1. The Car shall be used by the Employee solely for Employee's
business and reasonable personal use and for the reasonable use of
members of Employee's immediate family; provided that the Company's
procedures in respect thereof, as shall be updated by the Company from
time to time, are strictly followed. Employee shall take good care of
the Car and ensure that the provisions of the insurance policy and
Company's rules relating to Car are strictly, lawfully and carefully
observed. Employee is aware that in order to provide him with the Car
the Company shall lease the Car from a leasing company, and Employee
undertakes to strictly comply with the provisions of the leasing
agreement.
17.1.2. The Employee shall bear and pay for the following: (i) all
penalties and expenses relating to any violation of law committed in
connection with the use of the Car; (ii) all amounts exceeding the
agreed fuel usage (as determined by the leasing company or in
accordance with Company policy, as applicable); (iii) all amounts
which the Company is charged by the leasing company in connection with
the use of the Car (other than the monthly leasing cost charged to
Company), and including without limitation, any deductible amounts
("HISHTATFUT ATZMIT") charged.
17.1.3. Employee hereby irrevocably authorizes the Company to set off and
deduct all amounts that may be owed to Company under this Section
against any and all amounts due to Employee from Company under this
Agreement.
17.1.4. The Company shall gross up the attributed income, in accordance
with income tax regulations applicable thereto.
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17.1.5. Employee shall return the Car (together with its keys and any other
equipment supplied and/or installed therein by Company) to Company's
principal office upon termination of Employee's employment with
Company. Employee shall have no rights of lien with respect to Car
and/or any other equipment relating thereto as above mentioned.
- or -
17.2.In lieu of a Company Car, Employee shall be entitled to reimbursement of
car expenses incurred by Employee, on a monthly basis, in the use of his
car for purposes of performance of his duties hereunder, including for
travel from his home to work and back (the "CAR EXPENSES"). The amount of
the Car Expenses shall be calculated on the basis of the kilometerage to be
reported by Employee on a monthly basis, and approved by Company.
17.2.1. The Employee shall not be entitled to reimbursement of the
following: (i) all penalties and expenses relating to any violation of
law committed in connection with the use of the car with respect to
which Car Expenses are paid;
17.2.2. Employee shall bear any and all taxes and/or other compulsory
payments applicable with respect to the Car Expenses and Company shall
deduct said taxes and/or compulsory payments at source.
17.2.3. For the removal of doubt, it is hereby clarified that the Car
Expenses shall not constitute part of the Salary for purposes of
Section 911 and 12 above or otherwise.
17.3.The payment to the Employee of the Car Expenses or the provision to the
Employee of the Car shall include reimbursement of Employee's
transportation expenses in the amount to be determined in accordance with
governmental directives published from time to time and binding on the
Company (TZAVEI HARCHAVA), with respect to the employer's participation in
an employee's transportation expenses from his home to work and back.
18. Additional Benefits. The Employee shall be entitled to additional benefits
as set forth in SCHEDULE A.
19. MISCELLANEOUS
19.1. The laws of the State of Israel shall apply to this Agreement and the sole
and exclusive place of jurisdiction in any matter arising out of or in
connection with this Agreement shall be the Tel-Aviv Regional Labor Court.
19.2. The provisions of this Agreement are in lieu of the provisions of any
collective bargaining agreement, and therefore, no collective bargaining
agreement shall apply with respect to the relationship between the parties
hereto (subject to the applicable provisions of law).
19.3. No failure, delay of forbearance of either party in exercising any power
or right hereunder shall in any way restrict or diminish such party's rights and
powers under this Agreement, or operate as a waiver of any breach or
nonperformance by either party of any terms of conditions hereof.
19.4. In the event it shall be determined under any applicable law that a
certain provision set forth in this Agreement is invalid or unenforceable, such
determination shall not affect the remaining provisions of this Agreement unless
the business purpose of this Agreement is substantially frustrated thereby.
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19.5. The preface and schedules to this Agreement constitute an integral and
indivisible part hereof. This Agreement constitutes the entire understanding and
agreement between the parties hereto, supersedes any and all prior discussions,
agreements and correspondence with regard to the subject matter hereof, and may
not be amended, modified or supplemented in any respect, except by a subsequent
writing executed by both parties hereto.
19.6. The Employee acknowledges and confirms that all terms of the Employee's
employment are personal and confidential, and undertakes to keep such term in
confidence and refrain from disclosing such terms to any third party.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date
first hereinabove set forth.
Orgenesis Ltd.
/s/ Jacob Ben Arie
----------------------------------- -----------------------------------
By: Jacob Ben Arie
--------------------------------
Title:
-----------------------------
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SCHEDULE A
1. Name of Employee: Jacob Ben Arie
2. ID No. of Employee:
3. Address of Employee: 70 Denya Street, Haifa
4. Notice Period: 30 (thirty days).
5. Salary: Gross amount of NIS 40,000 (forty
thousand).
6. Vacation Days Per Year: 25 (twenty five) days
7. Maximum Accumulated Vacation Days: 25 (twenty five) days may be
accumulated from the previous year,
such that the total available
vacation days at any time (previous
year and current year) shall be no
more than 50 (fifty) days.
8. Sick Leave Days Per Year: In accordance with applicable law
9. Options: As set forth in Schedule 1.
10. Phone and internet Expenses: The Company shall provide the
Employee with a cellular phone and
internet connection at home and
bear all related expenses.
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SCHEDULE 1
Subject to the approval of the board of directors of the Parent Company of
an Employee Stock Option Plan, with such terms and conditions as such board may
approve in its sole discretion (the "PLAN") and of the grant of the Options (as
defined below), in its sole discretion, the Parent Company will grant the
Employee options (the "OPTION") under the Capital Gains Track of Section 102 of
the Israeli Tax Ordinance, with the following terms and conditions, subject to
the provisions of the Plan and to Employee signing on the Company's customary
Option Agreement and any and all other documents the Company may request its
employees to sign in connection with option grants:
1. Number of Shares subject to Option: 2,781,905 shares of common stock of
the Parent Company, par value $0.001
each (as may be adjusted due to
stock split, reverse stock split and
the like).
2. Exercise Price: USD 0.69 per share of common stock.
3. Vesting: The Options will vest quarterly over
a period of 36 months from the
Commencement Date.
4. Sale of Company In the event that the Company is
sold, either by way of buyout of 90%
or more of its shares or sale of all
the assets of the Company (the
"Buyout") at a time when the
Exercise Price is equal to or
greater than the Buyout price (so
that the Employee would not benefit
from the Option exercise on Buyout),
one fifth of the Employee's options,
or 556,381 of the Options may be
exercised at a price of $0.01 per
share immediately prior to the
Buyout.
5. Miscellaneous: Any Option (whether vested or
unvested) that was not exercised
into shares will expire 90 days
following the later of the
termination of Employee's employment
with the Company (unless such
termination was for Cause in which
case they shall expire immediately
upon such termination), or the
termination of any other form of
engagement between the Employee and
the Company, all as shall be
detailed in the Plan.
6. Tax: All tax consequences arising from
the grant, exercise of the Options
or the payment of the exercise price
of the Options covered thereby shall
be borne solely by the Employee and
the Company shall withhold taxes
according to the requirements under
the applicable laws, rules, and
regulations, including withholding
taxes at source.
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SCHEDULE B
Name of Employee: Jacob Ben Arie
ID No. of Employee:
GENERAL
1. Capitalized terms herein shall have the meanings ascribed to them in the
Personal Employment Agreement to which this Schedule is attached (the
"AGREEMENT"). For purposes of any undertaking of the Employee toward the
Company, the term "Company" as used in this Schedule shall include the Parent
Company and any subsidiaries and affiliates of each of the Company and the
Parent Company. The Employee's obligations and representations and the Company's
rights under this Schedule shall apply as of the Commencement Date, regardless
of the date of execution of the Agreement.
CONFIDENTIALITY; PROPRIETARY INFORMATION
2. "PROPRIETARY INFORMATION" means confidential and proprietary information
concerning the business and financial activities of the Company, (including
without limitation patents, patent applications, trademarks, copyrights and
other intellectual property, and information relating to the same, technologies
and products (actual or planned), know how, inventions, research and development
activities, inventions, trade secrets and industrial secrets, and also
confidential commercial information including investments, investors, employees,
customers, suppliers, marketing plans, etc.), whether documentary, written,
oral, computer generated, or any other form fixed or unfixed. For clarity and
without limiting the foregoing, Proprietary Information may be provided to the
Employee by the Company; additionally, Proprietary Information may arise from
the services of the Employee under the Agreement. Proprietary Information shall
also include information of the same nature which the Company may obtain or
receive from third parties, and it includes Company Inventions (as such term is
defined hereunder).
3. Proprietary Information shall not include information that (i) was known to
Employee prior to Employee's association with the Company, as evidenced by
written records; (ii) is or shall become part of the public knowledge except as
a result of the breach of the Agreement or this Schedule by Employee; or (iii)
is or becomes available to the Employee on a non-confidential basis from a
source other than the Company, unless the Employee knows or should reasonably
know that such source is prohibited from disclosing the information to the
Employee by a contractual, fiduciary or other legal obligation to the Company.
4. Employee recognizes that the Company received and will receive confidential
or proprietary information from third parties, subject to a duty on the
Company's part to maintain the confidentiality of such information and to use it
only for certain limited purposes. In connection with such duties, such
information shall be deemed Proprietary Information hereunder, MUTATIS MUTANDIS.
5. Employee agrees that all Proprietary Information, which includes all patents,
trademarks, copyrights and other intellectual property and ownership rights in
connection therewith, shall be the sole property of the Company its subsidiaries
and their assigns (except as expressly provided herein). At all times, both
during the employment relationship and after the termination of the engagement
between the parties, Employee will keep in confidence and trust all Proprietary
Information, and will not use or disclose any Proprietary Information or
anything relating to it without the written consent of the Company or its
subsidiaries, except as may be necessary in the ordinary course of performing
Employee's duties under the Agreement.
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6. Upon termination of Employee's engagement with the Company, Employee will
promptly deliver to the Company all documents and materials of any nature
pertaining to Employee's engagement with the Company, and will not take with him
any documents or materials or copies thereof containing any Proprietary
Information.
DISCLOSURE AND ASSIGNMENT OF INVENTIONS
7. "INVENTIONS" means any and all inventions, improvements, designs, concepts,
techniques, methods, systems, processes, know how, works, computer software
programs, databases, mask works and trade secrets, whether or not patentable,
copyrightable or protectable as trade secrets; "COMPANY INVENTIONS" means any
Inventions that are made or conceived or first reduced to practice or created by
Employee, whether alone or jointly with others, during the period of Employee's
engagement with the Company, and which are: (i) developed using equipment,
supplies, facilities or Proprietary Information of the Company, (ii) result from
work performed by Employee for the Company, or (iii) related to the field of
business of the Company, or to current or anticipated research and development.
8. Employee undertakes and covenants he will promptly disclose in confidence to
the Company all Company Inventions. The Employee agrees and undertakes not to
disclose to the Company any confidential information of any third party and, in
the framework of his employment by the Company, not to make any use of any
intellectual property rights of any third party except as expressly directed by
the Company, or without the prior written consent of the Company.
9. Employee hereby irrevocably transfers and assigns to the Company all right,
title and interest in and to all rights in any Company Invention, and any and
all moral rights that he may have in or with respect to any Company Invention.
10. Employee agrees to assist the Company, at the Company's expense, in every
proper way to obtain for the Company and enforce patents, copyrights, mask work
rights, and other legal protections for the Company's rights in the Company
Inventions in any and all countries. Employee will execute any documents that
the Company may reasonably request for use in obtaining or enforcing such
patents, copyrights, mask work rights, trade secrets and other legal
protections. Such obligation shall continue beyond the termination of Employee's
engagement with the Company. Employee hereby irrevocably designates and appoints
the Company and its authorized officers and agents as Employee's agent and
attorney in fact, coupled with an interest to act for and on Employee's behalf
and in Employee's stead to execute and file any document needed to apply for or
prosecute or enforce any patent, copyright, trademark, trade secret, any
applications regarding same or any other right or protection relating to any
Proprietary Information (including Company Inventions) that under this Agreement
are the property of the Company, and to do all other lawfully permitted acts to
further the Company's rights with respect to the prosecution and issuance and
enforcement of patents, copyrights, trademarks, trade secrets or any other right
or protection of the Company's rights relating to any Proprietary Information
(including Company Inventions) that under this Agreement are the property of the
Company, with the same legal force and effect as if executed by Employee
herself.
11. Without derogating from the above, the Employee shall not be entitled to any
monetary or other consideration, whether in the form of royalties or otherwise,
with respect to the transfer and assignment contemplated herein, including the
payment of any consideration pursuant to Section 134 of the Israeli Patent Law,
1967, and hereby waives any rights he may have with respect thereto.
NON-COMPETITION
12. In consideration of Employee's terms of employment hereunder, which include
special compensation for his undertakings under this Section 12 and the
following Section 13, and in order to enable the Company to effectively protect
its Proprietary Information, Employee agrees and undertakes that he will not, so
long as the Agreement is in effect and for a period of twelve (12) months
following termination of the Agreement, for any reason whatsoever, directly or
indirectly, in any capacity whatsoever, engage in, become financially interested
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in, be employed by, or have any connection with any business or venture that is
engaged in any activities competing with the activities of the Company.
13. Employee agrees and undertakes that during the employment relationship and
for a period of twelve (12) months following termination of this engagement for
whatever reason, Employee will not, directly or indirectly, including personally
or in any business in which Employee may be an officer, director or shareholder,
solicit for employment any person who is employed by the Company, or any person
retained by the Company as a consultant, advisor or the like who is subject to
an undertaking towards the Company to refrain from engagement in activities
competing with the activities of the Company (for purposes hereof, a
"CONSULTANT"), or was retained as an employee or a Consultant during the six
months preceding termination of Employee's employment with the Company.
REASONABLENESS OF PROTECTIVE COVENANTS
14. Insofar as the protective covenants set forth in this Schedule are
concerned, Employee specifically acknowledges, stipulates and agrees as follows:
(i) the protective covenants are reasonable and necessary to protect the
goodwill, property and Proprietary Information of the Company, and the
operations and business of the Company; and (ii) the time duration of the
protective covenants is reasonable and necessary to protect the goodwill and the
operations and business of Company, and does not impose a greater restrain than
is necessary to protect the goodwill or other business interests of the Company.
Nevertheless, if any of the restrictions set forth in this Schedule is found by
a court having jurisdiction to be unreasonable or overly-broad as to geographic
area, scope or time or to be otherwise unenforceable, the parties hereto intend
for the restrictions set forth in this Schedule to be reformed, modified and
redefined by such court so as to be reasonable and enforceable and, as so
modified by such court, to be fully enforced.
REMEDIES FOR BREACH
15. Employee acknowledges that the legal remedies for breach of the provisions
of this Schedule may be found inadequate and therefore agrees that, in addition
to all of the remedies available to Company in the event of a breach or a
threatened breach of any of such provisions, the Company may also, in addition
to any other remedies which may be available under applicable law, obtain
temporary, preliminary and permanent injunctions against any and all such
actions.
INTENT OF PARTIES
16. Employee recognizes and agrees: (i) that this Schedule is necessary and
essential to protect the business of Company and to realize and derive all the
benefits, rights and expectations of conducting Company's business; (ii) that
the area and duration of the protective covenants contained herein are in all
things reasonable; and (iii) that good and valuable consideration exists under
the Agreement, for Employee's agreement to be bound by the provisions of this
Schedule.
17. Employee's undertakings set forth in this Schedule B shall remain in full
force and effect after termination of the Agreement or any renewal thereof, for
any reason whatsoever, provided, however, that the provisions of Sections 12 and
13 shall in full force and effect only in the period of time detailed therein.
Orgenesis Ltd.
------------------------------- /s/ Jacob Ben Arie
By: ------------------------------
---------------------------- Jacob Ben Arie
Title:
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SCHEDULE C
ORDER AND CONFIRMATION REGARDING PAYMENTS OF EMPLOYERS TO PENSION FUNDS AND
INSURANCE FUNDS INSTEAD OF SEVERANCE PAY
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