Exhibit 10.8

 

EQUITY PARTICIPATION AGREEMENT

 

Equity Participation Agreement made as of the 9th day of October, 2014 between DavidsTea Inc. (“Corporation”) and Edmund Noonan (“Awardholder”).

 

RECITALS:

 

(a)                                 Corporation has adopted an Equity Incentive Plan (the “Plan”) which provides for the granting of Options and Restricted Shares to key Employees (all as defined in the Plan) of Corporation;

 

(b)                                 Awardholder is an employee of Corporation and will render faithful and efficient service to Corporation in that capacity;

 

(c)                                  Corporation desires to continue to receive the benefit of the services of Awardholder and to more fully identify his interest with Corporation’s future and success; and

 

(d)                                 Corporation, acting through its Board, approved the granting of Awards to Awardholder upon the terms and conditions hereinafter provided.

 

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

 

ARTICLE 1
 DEFINED TERMS

 

Section 1.01.        Defined Terms

 

Unless otherwise defined herein, defined terms shall have the meaning ascribed to such terms in the Plan.

 

ARTICLE 2
 GRANT OF OPTIONS

 

Section 2.01.        Option to Purchase

 

Corporation hereby grants to Awardholder the number of options set out beside Awardholder’s name in Schedule I attached hereto (“Options”) to purchase from Corporation the number of Shares set out beside Awardholder’s name in Schedule I attached hereto (the “Optioned Shares”) at a price of $6.89 per Share (the “Option Price”), upon the terms and conditions contained herein and in the Plan.  The number of Optioned Shares which may be acquired pursuant to the Options shall be those which vest in accordance with Section 2.03 hereof.

 

Section 2.02.        Basic Term of Options

 

Unless earlier terminated in accordance with the Plan, the Options shall no longer be exercisable and shall expire on the seventh (7th) anniversary of the date hereof, unless indicated otherwise on Schedule I attached hereto.

 











 

Section 2.03.        Vesting

 

(a)           Subject to the remaining provisions of this Agreement, the Options shall vest upon the earlier of (i) the respective dates as indicated in Schedule I attached hereto, and (ii) a Trigger Event, and shall be exercisable to the extent this Option has vested.

 

(b)           The Awardholder shall be entitled to cause the Corporation to hold back Shares to satisfy withholding requirements pursuant to Section 12.4 of the Plan.

 

Section 2.04.        Subject to the Plan

 

Unless otherwise specified or modified herein, the Options are subject in all respects to the provisions of the Plan and compliance by Awardholder or his legal representative (the “Representative”) with the terms thereof.  A copy of the Plan shall be provided to Awardholder or his Representative upon request from time to time.  Awardholder acknowledges having read a copy of the Plan in effect on the date hereof.

 

Section 2.05.        Transferability

 

The Options shall not be assignable or transferable, except in accordance with the terms of the Plan.

 

Section 2.06.        Section 2.06 Right of a Shareholder

 

Awardholder shall have no rights as a shareholder with respect to the Optioned Shares until after (i) payment in full of the Option Price for the Optioned Shares for which the Options are being exercised and (ii) the execution by Awardholder of a counterpart to each of the Agreements (if Awardholder is not already a party thereto) and any other agreement reasonably requested by Corporation in order to ensure that upon issuance of the Optioned Shares to Awardholder that Awardholder be bound by the terms and conditions of each of the Agreements.  Awardholder shall have no right as a shareholder with respect to such Optioned Shares until the issuance of such Shares and no adjustment shall be made for dividends or other rights for which the record date is prior to the time such Shares are issued.  Corporation shall issue such Optioned Shares so purchased within ten (10) Business Days after the conditions set out in the first sentence of this paragraph have been met and deliver share certificates in respect of such Optioned Shares as soon as practicable thereafter.

 

Section 2.07.        Notice of Exercise of Option

 

Notwithstanding anything to the contrary in the Plan, Corporation shall notify Awardholder at least ten Business Days prior to the occurrence of a Trigger Event.  The Options shall be exercised in whole or in part upon Awardholder providing not less than three Business Days written notice prior to the Trigger Event (the “Exercise Date”) and any Option not exercised by the Exercise Date shall terminate and expire at the end of the day on the Exercise Date.

 

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Section 2.08.        Schedule

 

Corporation may, from time to time, update Schedule I attached hereto to reflect any change in the number of Options granted, the Option Price or the number of outstanding Options resulting from any expiration or cancellation of Options pursuant to the Plan.

 

ARTICLE 3
 MISCELLANEOUS

 

Section 3.01.        Severability

 

If any provision of this Agreement shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

 

Section 3.02.        Governing Law

 

This Agreement and the Options granted hereunder shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.

 

Section 3.03.        Language

 

The parties hereto have expressly required that this Agreement, as well as all documents which relate to it, be drafted in English.  Les parties aux présentes ont expressément requis que cette entente ainsi que tous les documents s’y rattachant soient rédigés en anglais.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF the parties hereto have duly executed this agreement as of the date first above written.

 

	
 
    	
DAVIDSTEA INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 /s/ Authorized Person
    
	
 
    	
 
    	
Authorized Signing Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 /s/ Howard Tafler
    
	
 
    	
 
    	
Authorized Signing Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Edmund Noonan
    
	
 
    	
 
    	
Edmund Noonan
    


 











 

SCHEDULE I

 

OPTIONS

 

Number of Options Granted to the Awardholder:  25,000

 

Number of Shares Issuable Upon the Exercise of All Options:  25,000

 

Vesting:  4 equal consecutive annual installments, the first of which would vest on the first anniversary of the date of this agreement;