Micromem Technologies Corp.: Exhibit 4.1 - Filed by newsfilecorp.com






MICROMEM TECHNOLOGIES INC. 

2014 DIRECTORS, OFFICERS AND EMPLOYEES 
STOCK OPTION PLAN


	1. 	
      PURPOSE OF THE PLAN

	 	 
	1.1 	
      The purpose of the Plan is to attract, retain and
      motivate persons with the required training, experience and leadership as
      directors, officers, employees and key service providers of the
      Corporation and its Subsidiaries and to advance the interests of the
      Corporation by providing such persons with the opportunity, through share
      options, to acquire an increased proprietary interest in the Corporation.
      This Plan shall serve to amend and restate the Corporation’s 2007 Stock
      Option Plan which was approved by shareholders on June 28, 2007.

	 	 
	2. 	
      DEFINED TERMS

	 	 
		
      Where used herein, the following terms shall have the
      following meanings, respectively:

	 	 
	2.1 	
      "Board" shall mean the board of directors of the
      Corporation;

	 	 
	2.2 	
      "Corporation" means Micromem Technologies
    Inc.;

	 	 
	2.3 	
      "Eligible Person"
means:




	 	(i) 	
      any director, officer or employee of the Corporation or
      any Subsidiary, or any other Service Provider (an "Eligible
      Individual"); or

	 	 	 
	 	(ii) 	
      a corporation of which an Eligible Individual is an
      employee or shareholder (an "Employee
  Corporation");




	2.4 	
      "Insider" means any insider, as such term is
      defined in Subsection 1(1) of the Securities Act (Ontario), of the
      Corporation;

	 	 
	2.5 	
      "Market Price" at any date in respect of the
      Shares means the closing sale price of the Shares on the Canadian
      Securities Exchange (or other stock exchange on which the Shares are
      listed and posted for trading from time to time as may be selected for
      such purpose by the Board) on the trading day immediately preceding such
      date. In the event that the Shares did not trade on such trading day, the
      Market Price shall be the average of the bid and ask prices in respect of
      the Shares at the close of trading on such trading day. In the event that
      the Shares are not listed and posted for trading on any stock exchange or
      quotation system, the Market Price shall be the fair market value of the
      Shares as determined by the Board in its sole discretion;

	 	 
	2.6 	
      "Option" means an option to purchase Shares
      granted to an Eligible Person under the Plan;

	 	 
	2.7 	
      "Option Price" means the price per Share at which
      Shares may be purchased under an Option, as the same may be adjusted from
      time to time in accordance with Article 8 hereof;

	 	 
	2.8 	
      "Optioned Shares" means the Shares issuable
      pursuant to an exercise of Options;

	 	 
	2.9 	
      "Optionee" means an Eligible Person to whom an
      Option has been granted and who continues to hold such Option;

	 	 
	2.10 	
      "Plan" means this Micromem Technologies Inc. Stock
      Option Plan, as the same may be further amended or varied from time to
      time;








	2.11 	
      "Service Provider"
means:




	 	(i) 	
      an employee or Insider of the Corporation or any
      Subsidiary; or

	 	 	 
	 	(ii) 	
      any other person or company engaged to provide ongoing
      management or consulting services for the Corporation or for any entity
      controlled by the Corporation;




	2.12 	
      "Shares" means the common shares of the
      Corporation or, in the event of an adjustment contemplated by Article 8
      hereof, such other shares or securities to which an Optionee may be
      entitled upon the exercise of an Option as a result of such adjustment;
      and

	 	 
	2.13 	
      "Subsidiary" means any corporation which is a
      subsidiary, as such term is defined in Subsection 1(2) of the Business
      Corporations Act (Ontario), of the Corporation.

	 	 
	3. 	
      ADMINISTRATION OF THE
    PLAN

	 	 
	3.1 	
      The Plan shall be administered by the Board.

	 	 
	3.2 	
      The Board shall have the power, where consistent with the
      general purpose and intent of the Plan and subject to the specific
      provisions of the Plan:




	 	(a) 	
      to establish policies and to adopt rules and regulations
      for carrying out the purposes, provisions and administration of the
      Plan;

	 	 	 
	 	(b) 	
      to interpret and construe the Plan and to determine all
      questions arising out of the Plan or any Option, and any such
      interpretation, construction or determination made by the Board shall be
      final, binding and conclusive for all purposes;

	 	 	 
	 	(c) 	
      to determine the number of Shares covered by each
      Option;

	 	 	 
	 	(d) 	
      to determine the Option Price of each Option;

	 	 	 
	 	(e) 	
      to determine the time or times when Options will be
      granted and exercisable;

	 	 	 
	 	(f) 	
      to determine if the Shares which are issuable on the
      exercise of an Option will be subject to any restrictions upon the
      exercise of such Option; and

	 	 	 
	 	(g) 	
      to prescribe the form of the instruments relating to the
      grant, exercise and other terms of the
Options.




	3.3 	
      The Board may, in its discretion, require as conditions
      to the grant or exercise of any Option that the Optionee shall
  have:




	 	(a) 	
      represented, warranted and agreed in form and substance
      satisfactory to the Corporation that he or she is acquiring and will
      acquire such Option and the Shares to be issued upon the exercise thereof
      or, as the case may be, is acquiring such Shares, for his or her own
      account, for investment and not with a view to or in connection with any
      distribution, that he or she has had access to such information as is
      necessary to enable him or her to evaluate the merits and risks of such
      investment and that he or she is able to bear the economic risk of holding
      such Shares for an indefinite period;

	 	 	 
	 	(b) 	
      agreed to restrictions on transfer in form and substance
      satisfactory to the Corporation and to an endorsement on any option
      agreement or certificate representing the Shares making appropriate
      reference to such restrictions (including any notation required by any
      securities regulatory authority, stock exchange or trading facility having
      jurisdiction); and

	 	 	 
	 	(c) 	
      agreed to indemnify the Corporation in connection with
      the foregoing.








	3.4 	
      Any Option granted under the Plan shall be subject to the
      requirement that, if at any time counsel to the Corporation shall
      determine that the listing, registration or qualification of the Shares
      subject to such Option upon any securities exchange or under any law or
      regulation of any jurisdiction, or the consent or approval of any
      securities exchange or any governmental or regulatory body, is necessary
      as a condition of, or in connection with, the grant or exercise of such
      Option or the issuance or purchase of Shares thereunder, such Option may
      not be accepted or exercised in whole or in part unless such listing,
      registration, qualification, consent or approval shall have been effected
      or obtained on conditions acceptable to the Board. Nothing herein shall be
      deemed to require the Corporation to apply for or to obtain such listing,
      registration, qualification, consent or approval.

	 	 
	3.5 	
      This Plan shall be read and interpreted consistently with
      all applicable laws, rules, regulations and policies of any securities
      regulatory authority, stock exchange or trading facility having
      jurisdiction and, to the extent of any inconsistency between the terms of
      this Plan and the provisions of such laws, rules, regulations and
      policies, the provisions of such laws, rules, regulations and policies
      shall prevail.

	 	 
	4. 	
      SHARES SUBJECT TO THE
      PLAN

	 	 
		
      Options may be granted in respect of authorized and
      unissued Shares, provided that the aggregate number of Shares reserved for
      issuance upon the exercise of all Options granted under the Plan, subject
      to any adjustment of such number pursuant to the provisions of Article 8
      hereof, shall not exceed 18,840,000 or such greater number of Shares as
      may be determined by the Board and approved, if required, by the
      shareholders of the Corporation and by any relevant stock exchange or
      other regulatory authority (including shares issuable pursuant to options
      previously granted and that are outstanding under the 2007 Stock Option
      Plan). Optioned Shares in respect of which Options are not exercised shall
      be available for subsequent Options. No fractional Shares may be purchased
      or issued under the Plan.

	 	 
	5. 	
      ELIGIBILITY; GRANT;
      TERMS OF OPTIONS

	 	 
	5.1 	
      Options may be granted to any Eligible Person in
      accordance with this Article 5; provided, however,
that:



5.1.1.     
the maximum number of securities, calculated on a fully-diluted basis, reserved
for issuance under the Plan to any one Eligible Person shall not exceed 5% of
the Corporation’s outstanding securities;

5.1.2.      the maximum number of securities,
calculated on a fully-diluted basis, that are issued within 12 months to
Eligible Persons shall not exceed 10% of the Corporation’s outstanding
securities; and 
5.1.3.      the maximum number of
securities, calculated on a fully-diluted basis, that are issued within 12
months to any one Eligible Person and such Eligible Person’s associates (as that
term is defined in National Instrument 45-106) shall not exceed 5% of the
Corporation’s outstanding securities. 

	5.2 	
      Options may be granted by the Corporation to the extent
      that they have been approved by the Board.

	 	 
	5.3 	
      Subject as herein and otherwise specifically provided in
      this Article 5, the number of Shares subject to each Option, the Option
      Price of each Option, the expiration date of each Option, the extent to
      which each Option is exercisable from time to time during the term of the
      Option and other terms and conditions relating to each such Option shall
      be determined by the Board or a director or officer of the Corporation
      designated by the Board to make such determination.

	 	 
	5.4 	
      Each Option granted under this Plan shall be exercisable
      for a maximum period of ten (10) years from the date the Option is granted
      to the Optionee. Subject to this section 5.4, the Board shall, at the time
      of granting an Option, determine the time or times when an Option or a
      part of an Option shall be exercisable.

	 	 
	5.5 	
      Subject to any adjustments pursuant to the provisions of
      Article 8 hereof, the Option Price of any Option shall in no circumstances
      be lower than the Market Price on the date on which the grant of the
      Option is approved by the Board unless otherwise permitted under
      applicable laws, rules and regulations and the rules of any stock exchange
      or trading facility through which the Shares may be traded from time to
      time. If, as and when any Shares have been duly purchased and paid for
      under the terms of an Option, such Shares shall be conclusively deemed
      allotted and issued as fully paid non-assessable Shares at the price paid
      therefore.








	5.6 	
      An Option is personal to the Optionee and non-assignable
      (whether by operation of law or otherwise), except as provided for herein.
      Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
      dispose of an Option contrary to the provisions of the Plan, or upon the
      levy of any attachment or similar process upon an Option, the Option
      shall, at the election of the Corporation, cease and terminate and be of
      no further force or effect whatsoever.

	 	 
	6. 	
      TERMINATION OF EMPLOYMENT,
      DEATH

	 	 
	6.1 	
      Subject to Sections 6.2 and 6.3 hereof and to any express
      resolution passed by the Board with respect to an Option, an Option and
      all rights to purchase Shares pursuant thereto shall expire and terminate
      immediately upon the Optionee who holds such Option ceasing to be an
      Eligible Person.

	 	 
	6.2 	
      If, before the expiry of an Option in accordance with the
      terms thereof, an Optionee shall cease to be an Eligible Person (an "Event
      of Termination") for any reason other than the termination for "cause" of
      his or her employment with the Corporation or any Subsidiary then the
      Optionee may:




	 	(a) 	
      exercise the Option to the extent that he or she was
      entitled to do so at the time of such Event of Termination, at any time up
      to and including, but not after, the forty-fifth (45th) day
      after the date of such Event of Termination, or prior to the close of
      business on the expiration date of the Option, whichever is earlier;
      and

	 	 	 
	 	(b) 	
      with the prior written consent of the Board, which
      consent may be withheld arbitrarily in the Corporation's sole discretion,
      exercise any part of the Option which was not exercisable at the time of
      the occurrence of the Event of Termination at any time up to and
      including, but not after, the ninetieth (90th) day after the
      date of such Event of Termination, or prior to the close of business on
      the expiration date of the Option, whichever is earlier, to purchase all
      or any of the Optioned Shares as the Board may designate but not exceeding
      the number of Optioned Shares the Optionee would have otherwise been
      entitled to purchase pursuant to the Option had the Optionee's status as
      an Eligible Person been maintained for the term of the
  Option.




	6.3 	
      If an Optionee dies before the expiry of an Option in
      accordance with the terms thereof, the Optionee's legal representative(s)
      may, subject to the terms of the Option and the
Plan:




	 	(a) 	
      exercise the Option to the extent that the Optionee was
      entitled to do so at the date of his or her death at any time up to and
      including, but not after, the date which is one year after the date of
      death of the Optionee, or prior to the close of business on the expiration
      date of the Option, whichever is earlier; and

	 	 	 
	 	(b) 	
      with the prior written consent of the Board, exercise at
      any time up to and including, but not after, the date which is one year
      after the date of death of the Optionee, or prior to the close of business
      on the expiration date of the Option, whichever is earlier, any part of
      the Option which was not exercisable at the time of the Optionee's death
      to purchase all or any of the Optioned Shares as the Board may designate
      but not exceeding the number of Optioned Shares the Optionee would have
      otherwise been entitled to purchase had the Optionee
  survived.




	6.4 	
      For greater certainty, Options shall not be affected by
      any change of employment of the Optionee or by the Optionee ceasing to be
      a director of the Corporation provided that the Optionee continues to be
      an Eligible Person.

	 	 
	6.5 	
      For the purposes of this Article 6, a determination by
      the Corporation that an Optionee was discharged for "cause" shall be
      binding on the Optionee; provided, however, that such determination shall
      not be conclusive of the Optionee's potential entitlement to damages for
      the loss of the right to exercise an Option in the event that a court of
      competent jurisdiction ultimately determines that the discharge was
      without "cause".

	 	 
	6.6 	
      If the Optionee is an Employee Corporation, the
      references to the Optionee in this Article 6 shall be deemed to refer to
      the Eligible Individual associated with the Employee
  Corporation.








	6.7 	
      If an Optionee has been terminated "for cause" or does
      not exercise his or her options in accordance with the provisions of
      sections 6.2 or 6.3 as the case may be, the number of options not
      exercised shall be added to the number of options remaining available to
      be granted under the Plan.

	 	 
	7. 	
      EXERCISE OF OPTIONS

	 	 
	7.1 	
      Subject to the provisions of the Plan, an Option may be
      exercised from time to time by delivery to the Corporation at its
      registered office of a written notice of exercise addressed to the
      Secretary of the Corporation specifying the number of Shares with respect
      to which the Option is being exercised and accompanied by payment in full,
      by cash or certified cheque, of the Option Price of the Shares then being
      purchased, plus applicable taxes, if any. Certificates for such Shares
      shall be issued and delivered to the Optionee within a reasonable time
      following the receipt of such notice and payment.

	 	 
	7.2 	
      Notwithstanding any of the provisions contained in the
      Plan or in any Option, the Corporation's obligation to issue Shares to an
      Optionee pursuant to the exercise of any Option shall be subject
  to:




	 	(a) 	
      completion of such registration or other qualification of
      such Shares or obtaining approval of such governmental or regulatory
      authority as the Corporation shall determine to be necessary or advisable
      in connection with the authorization, issuance or sale thereof;

	 	 	 
	 	(b) 	
      the admission of such Shares to listing on any stock
      exchange on which the Shares may then be listed;

	 	 	 
	 	(c) 	
      the receipt from the Optionee of such representations,
      warranties, agreements and undertakings, as the Corporation determines to
      be necessary or advisable in order to safeguard against the violation of
      the securities laws of any jurisdiction; and

	 	 	 
	 	(d) 	
      the satisfaction of any conditions on exercise prescribed
      pursuant to Section 3.4 hereof.




	7.3 	
      Options shall be evidenced by a share option agreement,
      instrument or certificate in such form not inconsistent with this plan as
      the Board may from time to time determine as provided for under Subsection
      3.2 (g), provided that the substance of Article 5 be included
    therein.

	 	 
	8. 	
      CERTAIN ADJUSTMENTS

	 	 
	8.1 	
      In the event of any subdivision or redivision of the
      Shares into a greater number of Shares at any time after the grant of an
      Option to any Optionee and prior to the expiration of the term of such
      Option, the Corporation shall deliver to such Optionee at the time of any
      subsequent exercise of his or her Option in accordance with the terms
      hereof, in lieu of the number of Shares to which he or she was theretofore
      entitled upon such exercise, but for the same aggregate consideration
      payable therefor, such number of Shares as such Optionee would have held
      as a result of such subdivision or redivision if, on the record date
      thereof, the Optionee had been the registered holder of the number of
      Shares to which he or she was theretofore entitled upon such
    exercise.

	 	 
	8.2 	
      In the event of any consolidation of the Shares into a
      lesser number of Shares at any time after the grant of an Option to any
      Optionee and prior to the expiration of the term of such Option, the
      Corporation shall deliver to such Optionee at the time of any subsequent
      exercise of his or her Option in accordance with the terms hereof, in lieu
      of the number of Shares to which he or she was theretofore entitled upon
      such exercise, but for the same aggregate consideration payable therefor,
      such number of Shares as such Optionee would have held as a result of such
      consolidation if, on the record date thereof, the Optionee had been the
      registered holder of the number of Shares to which he or she was
      theretofore entitled upon such exercise.

	 	 
	8.3 	
      If at any time after the grant of an Option to any
      Optionee and prior to the expiration of the term of such Option, the
      Shares shall be reclassified, reorganized or otherwise changed, otherwise
      than as specified in Sections 8.1 and 8.2 or, subject to the provisions of
      Subsection 9.2(a) hereof, the Corporation shall consolidate, merge or
      amalgamate with or into another corporation (the corporation resulting or
      continuing from such consolidation, merger or amalgamation being herein
      called the "Successor Corporation"), or the Corporation shall pay a stock dividend (other than any
dividends in the ordinary course), the Optionee shall be entitled to receive
upon the subsequent exercise of his or her Option in accordance with the terms
hereof and shall accept in lieu of the number of Shares to which he or she was
theretofore entitled upon such exercise but for the same aggregate consideration
payable therefor, the aggregate number of shares of the appropriate class and/or
other securities of the Corporation or the Successor Corporation (as the case
may be) and/or other consideration from the Corporation or the Successor
Corporation (as the case may be) that the Optionee would have been entitled to
receive as a result of such reclassification, reorganization or other change or,
subject to the provisions of Subsection 9.2(a) hereof, as a result of such
consolidation, merger, amalgamation, or stock dividend, if on the record date of
such reclassification, reorganization, other change or stock dividend, or the
effective date of such consolidation, merger or amalgamation or dividend
payment, as the case may be, he or she had been the registered holder of the
number of Shares to which he or she was theretofore entitled upon such exercise.








	8.4 	
      In the event the Corporation should declare and pay a
      special cash dividend or other distribution out of the ordinary course, a
      special dividend in specie on the Shares, or a stock dividend other than
      in the ordinary course, the Option Price of all Options outstanding on the
      record date of such dividend or other distribution shall be reduced by an
      amount equal to the cash payment or other distribution or the fair market
      value of the dividend in specie or stock dividend or other distribution,
      as determined by the Board in its sole discretion. Any such reduction in
      the Option Price shall be subject to regulatory approval.

	 	 
	9. 	
      AMENDMENT OR DISCONTINUANCE OF
      THE PLAN

	 	 
	9.1 	
      The Board may amend or discontinue the Plan at any time,
      provided, however, that no such amendment may materially and adversely
      affect any Option previously granted to an Optionee without the consent of
      the Optionee, except to the extent required by law. Any such amendment
      shall, if required, be subject to the prior approval of, or acceptance by,
      any stock exchange on which the Shares are listed and posted for trading.
      For greater certainty, the Board may, by resolution duly passed, amend
      this Plan to reduce the number of shares in respect of which options have
      not been granted at the date of such resolution and that are subject to
      this Plan, to meet the requirements of any stock exchange or regulatory
      authority.

	 	 
	9.2 	
      Notwithstanding anything contained to the contrary in
      this Plan or in any resolution of the Board in implementation
    thereof:




	 	(a) 	
      in the event the Corporation proposes to amalgamate,
      merge or consolidate with any other corporation (other than a wholly-owned
      Subsidiary) or to liquidate, dissolve or wind-up, or in the event an offer
      to purchase or repurchase the Shares of the Corporation or any part
      thereof shall be made to all or substantially all holders of Shares of the
      Corporation, the Corporation shall have the right, upon written notice
      thereof to each Optionee holding Options under the Plan, to permit the
      exercise of all such Options within the 20 day period next following the
      date of such notice and to determine that upon the expiration of such 20
      day period, all rights of the Optionees to such Options or to exercise
      same (to the extent not theretofore exercised) shall ipso facto
      terminate and cease to have further force or effect
  whatsoever;

	 	 	 
	 	(b) 	
      in the event of the sale by the Corporation of all or
      substantially all of the assets of the Corporation as an entirety or
      substantially as an entirety so that the Corporation shall cease to
      operate as an active business, any outstanding Option may be exercised as
      to all or any part of the Optioned Shares in respect of which the Optionee
      would have been entitled to exercise the Option in accordance with the
      provisions of the Plan at the date of completion of any such sale at any
      time up to and including, but not after the earlier of: (i) the close of
      business on that date which is thirty (30) days following the date of
      completion of such sale; and (ii) the close of business on the expiration
      date of the Option; but the Optionee shall not be entitled to exercise the
      Option with respect to any other Optioned Shares;

	 	 	 
	 	(c) 	
      subject to the rules of any relevant stock exchange or
      other regulatory authority, the Board may, by resolution, advance the date
      on which any Option may be exercised or extend the expiration date of any
      Option. The Board shall not, in the event of any such advancement or
      extension, be under any obligation to advance or extend the date on or by
      which Options may be exercised by any other Optionee;
and








	 	(d) 	
      the Board may, by resolution, but subject to applicable
      regulatory requirements, decide that any of the provisions hereof
      concerning the effect of termination of the Optionee's employment shall
      not apply to any Optionee for any reason acceptable to the
  Board.



Notwithstanding the provisions of this
Article 9, should changes be required to the Plan by any securities commission,
stock exchange or other governmental or regulatory body of any jurisdiction to
which the Plan or the Corporation now is or hereafter becomes subject, such
changes shall be made to the Plan as are necessary to conform with such
requirements and, if such changes are approved by the Board, the Plan as
amended, shall be filed with the records of the Corporation and shall remain in
full force and effect in its amended form as of and from the date of its
adoption by the Board. 

	10. 	
      MISCELLANEOUS
    PROVISIONS

	 	 
	10.1 	
      An Optionee shall not have any rights as a shareholder of
      the Corporation with respect to any of the Shares covered by such Option
      until the date of issuance of a certificate for Shares upon the exercise
      of such Option, in full or in part, and then only with respect to the
      Shares represented by such certificate or certificates. Without in any way
      limiting the generality of the foregoing, no adjustment shall be made for
      dividends or other rights for which the record date is prior to the date
      such share certificate is issued.

	 	 
	10.2 	
      Nothing in the Plan or any Option shall confer upon an
      Optionee any right to continue or be re-elected as a director of the
      Corporation or any right to continue in the employ of the Corporation or
      any Subsidiary, or affect in any way the right of the Corporation or any
      Subsidiary to terminate his or her employment at any time; nor shall
      anything in the Plan or any Option be deemed or construed to constitute an
      agreement, or an expression of intent, on the part of the Corporation or
      any Subsidiary to extend the employment of any Optionee beyond the time
      which he or she would normally be retired pursuant to the provisions of
      any present or future retirement plan of the Corporation or any
      Subsidiary, or beyond the time at which he or she would otherwise be
      retired pursuant to the provisions of any contract of employment with the
      Corporation or any Subsidiary.

	 	 
	10.3 	
      Notwithstanding Section 5.8 hereof, Options may be
      transferred or assigned between an Eligible Individual and the related
      Employee Corporation provided the assignor delivers notice to the
      Corporation prior to the assignment.

	 	 
	10.4 	
      The Plan and all matters to which reference is made
      herein shall be governed by and interpreted in accordance with the laws of
      the Province of Ontario, the laws of Canada and the laws of the United
      States of America applicable therein.

	 	 
	11. 	
      SHAREHOLDER AND REGULATORY
      APPROVAL

	 	 
	11.1 	
      The Plan shall be subject to ratification by the
      shareholders of the Corporation to be effected by a resolution passed at a
      meeting of the shareholders of the Corporation, and to acceptance by any
      other relevant regulatory authority. Any Options granted prior to such
      ratification and acceptance shall be conditional upon such ratification
      and acceptance being given and no such Options may be exercised unless and
      until such ratification and acceptance are given.



DATED this 30th day of January, 2015.