Full Press Release Details
GLOBAL SHARE INCENTIVE
1.1 Name. This plan, which
has been adopted by the Board of Directors of the Company, Orgenesis Inc., as
amended from time to time, shall be known as the Orgenesis Inc. Global Share
Incentive Plan (2012) (the Plan ).
1.2 Purpose. The purposes
of the Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Service
Providers of the Company and its affiliates and subsidiaries, if any, and to
promote the Company's business by providing such individuals with opportunities
to receive Awards pursuant to the Plan and to strengthen the sense of common
interest between such individuals and the Company's Stockholders.
1.3 Specific Terms. Awards
granted under the Plan to Service Providers in various jurisdictions may be
subject to specific terms and conditions for such grants may be set forth in one
or more separate appendix to the Plan, as may be approved by the Board of
Directors of the Company from time to time.
Administrator shall mean
the Board of Directors or a Committee.
Appendix shall mean any
appendix to the Plan adopted by the Board of Directors containing
country-specific or other special terms relating to Awards including additional
terms with respect to grants of restricted stock and other equity-based
Award shall mean a grant
of Options or allotment of Shares or other equity-based award hereunder. All
Awards shall be confirmed by an Award Agreement, and subject to the terms and
conditions of such Award Agreement.
Award Agreement shall
mean a written instrument setting forth the terms applicable to a particular
Board of Directors shall
mean the board of directors of the Company.
Cause shall have the
meaning ascribed to such term or a similar term as set forth in the
Participant s employment agreement or the agreement governing the provision of
services by a non-employee Service Provider, or, in the absence of such a
definition: (i) charge or conviction (or plea of nolo contendere) of any
felony or crime involving moral turpitude or affecting the Company; (ii)
repeated and unreasonable refusal to carry out a reasonable and lawful directive
of the Company or of Participant s supervisor which involves the business of the
Company or its affiliates and was capable of being lawfully performed; (iii)
fraud or embezzlement of funds of the Company or its affiliates; (iv) any breach
by a director of his / her fiduciary duties or duties of care towards the
Company; any act that in the determination of the Board of Directors, acting
reasonably, would have the effect of harming the reputation of the Company or
the Participant among the public; and (vi) any disclosure of confidential
information of the Company or breach of any obligation not to compete with the
Company or not to violate a restrictive covenant.
Committee shall mean a
compensation committee or other committee as may be appointed and maintained by
the Board of Directors, in its discretion, to administer the Plan, to the extent
permissible under applicable law, as amended from time to time.
mean Orgenesis Inc., a Nevada Corporation, and its successors and assigns.
Consultant means any
entity or individual who (either directly or, in the case of an individual,
through his or her employer) is an advisor or consultant to the Company or its
subsidiary or affiliate.
Corporate Charter shall
mean the Certificate of Incorporation and By-laws of the Company, and any
subsequent amendments or replacements thereto.
Disability shall have
the meaning ascribed to such term or a similar term in the Participant's
employment agreement (where applicable), or in the absence of such a definition,
the inability of the Participant, in the opinion of a qualified physician
acceptable to the Company, to perform the major duties of the Participant s
position with the Company because of the sickness or injury of the Participant
for a consecutive period of 90 days.
shall mean, as of any date, the value of Shares, determined as
If the Shares are listed on any established stock exchange or traded on the
AMEX, NYSE, Nasdaq, the OTC Bulletin Board or any other recognized stock
exchange or stock quotation system, the Fair Market Value of a Share of common
stock of the Company shall be the closing sales price for such stock last trade
of 500 or more shares as quoted on such exchange or market (or the exchange or
market with the greatest volume of trading in the common stock) on the last
market trading day prior to the day of determination, as reported in the Wall
Street Journal or such other source as the Board deems reliable.
In the absence of such markets for the Shares, the Fair Market Value shall be
determined in good faith by the Board.
mean options to purchase Shares awarded under the Plan.
Participant shall mean a
recipient of an Award hereunder who executes an Award Agreement.
Restricted Stock means
an Award of Shares under this Plan that is subject to the terms and conditions
Service Provider shall
mean an employee, director, office holder or Consultant of the Company or its
subsidiary or affiliate.
Shares shall mean shares
of common stock, par value US$ 0.001 per share, of the Company.
Transaction shall have
the meaning set forth in Section 10.2.
3. ADMINISTRATION OF THE
3.1 Administrator. The
Plan will be administered by the Administrator. If the Administrator is a
Committee, such Committee will consist of such number of members of the board of
directors of the Company (not less than two in number), as may be determined
from time to time by the Board of Directors. The Board of Directors shall
appoint such members of the Committee, may from time to time remove members
from, or add members to, the Committee, and shall fill vacancies in the
Committee however caused.
Committee, if appointed, shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall determine. Actions