Addendum to Employment Agreement

Exhibit 10.1

Addendum to Employment Agreement

This Addendum (the “Addendum”) to Employment Agreement is entered into between Medgenics, Inc. (“Medgenics”), its wholly owned subsidiary, Medgenics Medical Israel, Ltd. (the “Company”) and Phyllis Bellin (the “Employee”) as of July 15, 2014.

WHEREAS as of November 1, 2005 the Employee has been employed by the Company;

WHEREAS, the Employee, the Company and Medgenics are parties to that certain Employment Agreement dated July 1, 2007 (the “Employment Agreement”). Capitalized terms in this Addendum have the same meaning attributed to them in the Employment Agreement, unless otherwise stated;

WHEREAS, with effect as of and from July 1, 2014 (the “Determining Date”), the Employee, the Company and Medgenics desire to amend the Employment Agreement to reflect certain changes; and

WHEREAS, pursuant to Section 14.8 of the Employment Agreement, the Employment Agreement may be amended by written agreement of the Employee and the CEO, with the approval of the Board;

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants of the parties set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties, intending to be legally bound, hereby expressly covenant, consent, and agree as follows:

“Position. The Employee shall serve as an officer of the Company with the title Vice President of Administration, Misgav and, in such capacity, the Employee shall jointly report to the Chief Financial Officer of Medgenics (“CFO”), currently John Leaman, and the Senior Vice President, Research & Development of Medgenics (“Site Head”), currently Nir Shapir.”

“The Employee shall be employed on a part time basis as 60% of full time, at least three days a week, 8.5 hours per day and shall perform her duties faithfully, honestly, diligently and with due skill, care and attention. The Employee may not be employed by or provide services to any other entity, nor engage directly or indirectly in any other work or business, without the prior, express, written permission of the Company.

The Employee shall be responsible for supporting the Site Head in the management of the Misgav site. Under the direction of the Site Head, the Employee will direct, promote, and coordinate the operations of the Misgav site in a manner that will support the R&D activities that are the primary function of the Company, and to help achieve the Company’s and Medgenics’ mission, goals, and objectives. The Employee’s areas of activity related to the Misgav site shall include:

Bank relations in Israel

Currency management

Israeli option plan and laws

Payroll

Local budget process

Office of Chief Scientist relations

“The Company and the Employee shall mutually agree on which days the Employee shall work and the parties acknowledge and agree that the particular days may vary from week to week.”

“Notwithstanding anything to the contrary, any bonus paid to the Employee hereunder shall not constitute Salary for purposes of social benefits, severance pay or otherwise. The Employee may be entitled to receive an annual discretionary bonus up to 35% of annual Salary, the terms and conditions of which shall be determined jointly by the CFO and Site Head and recommended to the Board for approval. Any bonus paid shall be subject to all applicable statutory deductions. Notwithstanding anything to the contrary contained herein, in the event that the Board determines to grant the Employee a bonus for calendar year 2014, such bonus shall be calculated as if the Employee has worked on a full time basis throughout 2014 at an annual salary of $152,500.”

“The Employee shall continue to be entitled to contributions to a Managers Insurance Policy (the “Policy”) or to a comprehensive pension plan (the “Pension Plan”), or a combination of the two [at the Employee’s discretion], at the following monthly rates:

In the event the Employee chooses a Policy, the Company will pay (i) an amount equal to 8.33% of the monthly Salary towards severance pay component; and (ii) an amount equal to 5% of the monthly Salary towards the savings and risk component. In addition, the Company shall also make provision for the loss of the earning capacity component at the lower of 2.5% of the monthly Salary or a rate which is required to ensure 75% of the monthly Salary. The Company shall also deduct 5% of the monthly Salary to be paid on the Employee’s account towards the Policy.

In the event the Employee chooses a Pension Plan, the Company will pay (i) an amount equal to 8.33% of the monthly Salary towards severance pay component; and (ii) an amount equal to 6% of the monthly Salary towards the savings and risk component. The Company shall also deduct 5.5% of the monthly Salary to be paid on the Employee’s account towards the Pension Plan.

As of the Determining Date, the settlement regulated in the General Order as amended (attached as Appendix A), published under section 14 of the Severance Pay Law 1963 applies. The Company’s contributions to the Employee’s pension arrangement pursuant to this Section 5.1 will therefore constitute the Employee’s entire entitlement to severance pay in respect of the paid salary, in place of any severance pay to which the Employee otherwise may have become entitled at law.

The Company waives all rights to have its payments refunded, unless the Employee’s right to severance pay is denied by a judgment according to sections 16 or 17 of the Severance Pay Law or in the event that the Employee withdraws monies from the pension arrangement in circumstances other than an Entitling Event, where an “Entitling Event” means death, disablement or retirement at the age of 60 or over.”

“The Employee shall be entitled to (cumulative) paid vacation of 17.6 days for calendar year 2014. For all calendar years, commencing on or after January 1, 2015, the Employee shall be entitled to (cumulative) paid vacation of the greater of 13 days or the number of days required by applicable law. Paid vacation days are accrued pro rata through the year.”

“Term. The term (the “Term”) of the Employee’s employment under this Agreement shall commence as of the Effective Date and end on June 30, 2015, unless sooner terminated as provided herein. The Term shall be extended for one (1) additional year beginning on July 1, 2015 and on each July 1 hereafter in the event that the parties agree in writing to so extend no later than ninety (90) days prior to such July 1^st. In the event that the parties do not so agree, then the Term shall not be extended for an additional year and the Agreement will end without any requirement for further prior notice. Upon the termination of Term for any reason, the Employee agrees to resign, effective upon such termination, from the board of directors of the Company. Notwithstanding the above, during the Term or any extended term, each party may terminate this Agreement by providing the other party written notice as provided in Section 7.2 below.”

“The Employee’s social benefits provided above shall be pro-rated to Employee’s scope of employment through the effective termination date, all in accordance with applicable law. In the event of a termination of employment by the Company (other than for cause as provided in Section 7.3), the Employee shall be entitled to receive an amount (the “Special Payment”) equal to the product of (x) three (3), multiplied by (y) the sum of (I) the result of $13,333, less Employee’s then current monthly Salary (the “Extra Payment”), plus (II) an amount equal to 21.83% of the Extra Payment. In the event that the Company does not agree to extend the Term for an additional one-year period as provided in Section 7.1, then the Employee shall also be entitled to receive the Special Payment. For the avoidance of doubt, the Special Payment shall not constitute Salary for purposes of social benefits, severance pay or otherwise.”

“Upon termination of this Agreement by the Company for any reason whatsoever other than by death, disability or cause, as defined in Section 7.3 above, the Employee shall be entitled to receive the following (the “Termination Payment”): (i) the Accrued Severance Amount (as defined below), and (ii) an amount equal to the product of (x) the number of full 12 month periods occurring during the period commencing the Determining Date and ending the effective termination date, multiplied by (y) an amount equal to her monthly salary and the value of the social contributions set forth in Section 5.1 and 5.3 above, each as in effect as of the effective termination date. The amount of any severance amounts due to the Employee from any source (including the amounts accumulated in the Employee's severance fund in her pension arrangements) with respect to her entire period of work and under applicable law shall be applied against the Termination Payment such that the Employee does not receive severance pay (whether a lump sum payment or in the framework of the release of the amounts accrued in her severance fund) in excess of the Termination Payment. The Termination Payment (after the said deduction of applicable severance pay) shall be paid on or about the effective termination date. Upon a termination by the Company for death, disability or cause as defined in Section 7.3 or a termination by the Employee, the Employee shall not be entitled to receive any severance or other amounts, except if and as required under Section 5.1 above.

In addition to the Termination Payment, upon termination of employment the Employee shall receive the Accrued Vacation Amount, plus redemption of all vacation days lawfully accrued and unused after the Determining Date through the effective termination date and any outstanding recuperating pay (if any) pursuant to Section 6.3, all paid in a lump sum on or about the effective termination date.

The parties agree and acknowledge that, as of the Determining Date, the Company has accrued for the benefit of the Employee, an amount of $187,041 (the “Accrued Severance Amount”), which amount represents what the Employee would be entitled to receive as a special payment (prior to the deduction of any statutory severance pay required to be paid under applicable law) pursuant to Section 11 (in effect prior to the date of this Addendum) if her employment had been terminated by the Company as of the Determining Date.”

Medgenics shall recommend to the Compensation Committee of the Board of Directors of Medgenics approval of the following, subject to the provisions of the Medgenics Stock Incentive Plan, as amended:

IN WITNESS WHEREOF the parties have duly executed this Addendum:

Appendix A
General Order and Confirmation Regarding Payments of Employers to Pension Funds and Insurance Funds instead of Severance Pay

Pursuant to the power granted to me under section 14 of the Severance Pay Law 5723-1963 (“Law”) I hereby confirm that payments paid by an employer, commencing the date hereof, to an employee’s comprehensive pension fund into a provident fund which is not an insurance fund, as defined in the Income Tax Regulations (Registration and Management Rules of a Provident Fund) 5724-1964 (“Pension Fund”), or to a Manager’s Insurance Fund that includes the possibility of an allowance or a combination of payments to an Allowance Plan and to a plan which is not an Allowance Plan in an Insurance Fund (“Insurance Fund”), including payments which the employer paid by combination of payments to a Pension Fund and to an Insurance Fund whether there exists a possibility in the Insurance Fund to an allowance plan (“Employer Payments”), will replace the severance pay that the employee is entitled to for the salary and period of which the payments were paid (“Exempt Wages”) if the following conditions are satisfied: