Lexaria Bioscience Corp.: Exhibit 4.1 - Filed by newsfilecorp.com






LEXARIA CORP. 

STOCK OPTION PLAN 
(the “Plan”)


Dated for Reference ______________, 2014 

ARTICLE 1 
PURPOSE AND INTERPRETATION


Purpose 

	1.1 	
      The purpose of this Plan will be to advance the interests
      of Lexaria Corp. (the “Company”) by encouraging equity
      participation in the Company through the acquisition of common shares (the
      “Shares”) of the Company. It is the intention of the Company that
      this Plan will at all times be in compliance with the policies (the
      “CSE Policies”) of the Canadian Securities Exchange (“CSE”)
      and any inconsistencies between this Plan and the CSE Policies, whether
      due to inadvertence or changes in the CSE Policies, will be resolved in
      favour of the CSE Policies.



Definitions 

	2.1 	
      In this Plan:



“Affiliate” means a company that
is a parent or subsidiary of the Company, or that is controlled by the same
entity as the Company; 

“Associate” has the meaning
assigned by the Securities Act; 

“Board” means the board of
directors of the Company or any committee thereof duly empowered or authorized
to grant options under this Plan; 

“CSE” means the Canadian
National Stock Exchange; 

“CSE Policies” means the rules
and policies of the CSE, as amended from time to time; 

“Company” means Lexaria Corp.
and includes, unless the context otherwise requires, all of its subsidiaries of
affiliates and successors according to law; 

“Consultant” means an individual
or Consultant Company, other than an Employee, Officer or Director that: 

	 	(i) 	
      provides on an ongoing bona fide basis,
      consulting, technical, managerial or like services to the Company or an
      Affiliate of the Company;

	 	 	 
	 	(ii) 	
      in the reasonable opinion of the Company, spends or will
      spend a significant amount of time and attention on the business and
      affairs of the Company or an Affiliate of the Company; and

	 	 	 
	 	(iii) 	
      has a relationship with the Company or an Affiliate that
      enables the individual or Consultant Company to be knowledgeable about the
      business and affairs of the Company;







2 

“Consultant Company” means for
an individual consultant, a company or partnership of which the Person is an
employee, shareholder or partner; 

“Directors” means the directors
of the Company as may be elected from time to time; 

“Effective Date” for an Option
means the date of grant of the Option by the Board; 

“Employee” means: 

	 	(i) 	
      an individual who is considered an employee under the
      Income Tax Act (i.e., for whom income tax, employment
      insurance and CPP deductions must be made at source);

	 	 	 
	 	(ii) 	
      an individual who works full-time for the Company or its
      subsidiary providing services normally provided by an employee and who is
      subject to the same control and direction by the Company over the details
      and methods of work as an employee of the Company, but for whom income tax
      deductions are not made at source; or

	 	 	 
	 	(iii) 	
      an individual who works for the Company or its subsidiary
      on a continuing and regular basis for a minimum amount of time per week
      providing services normally provided by an employee and who is subject to
      the same control and direction by the Company over the details and methods
      of work as an employee of the Company, but for whom income tax deductions
      need not be made at source;



“Exercise Price” means the
amount payable per Optioned Share on the exercise of an Option, as specified in
the Option Commitment relating to such Option and as determined in accordance
with the terms of this Plan; 

“Expiry Date” means the day on
which an Option lapses as specified in the Option Commitment relating to such
Option or in accordance with the terms of this Plan; 

“Listed Shares” means the number
of issued and outstanding Shares of the Company that have been accepted for
listing on the CSE, but excluding dilutive securities not yet converted into
Listed Shares; 

“Management Company Employee”
means an individual employed by another Person providing management services to
the Company which are required for the ongoing successful operation of the
business enterprise of the Company; 

“Officer” means a duly appointed
executive officer of the Company; 

“Option” means the right granted
under this Plan to a Service Provider to purchase Optioned Shares; 

“Option Commitment” means the
notice of grant of an Option delivered by the Company to a Service Provider and
substantially in the form of Schedule “A” (as to an Option without vesting
provisions) or Schedule “B” (as to an Option with vesting provisions) attached
hereto; 

“Optioned Shares” means Shares
that may be issued in the future to a Service Provider upon the exercise of an
Option; 




3 

“Optionee” means the recipient
of an Option granted under this Plan; 

“Person” means a company or an
individual; 

“Plan” means this Stock Option
Plan, the terms of which are set out herein or as may be amended; 

“Regulatory Approval” means the
approval of the CSE and any other securities regulatory authority that may have
lawful jurisdiction over this Plan and any Options granted under this Plan; 

“Securities Act” means the
Securities Act, R.S.B.C. 1996, c.418, as amended from time to time; 

“Service Provider” means a
Person who is a bona fide Director, Officer, Employee, Management Company
Employee or Consultant, and also includes a company, of which 100% of the share
capital is beneficially owned by one or more Service Providers; and 

“Shares” means the common shares
of the Company. 

ARTICLE 2 
STOCK OPTION PLAN 

Establishment of Stock Option Plan 

	2.1 	
      There is hereby established this Plan to recognize
      contributions made by Service Providers and to create an incentive for
      their continuing assistance to the Company and its
  Affiliates.



Shares Issuable under the Plan 

	2.2 	
      Subject to CSE Policies, the aggregate number of Optioned
      Shares that may be issuable pursuant to Options granted under this Plan
      will be 3,500,000 Shares of the Company.



Eligibility 

	2.3 	
      Options to purchase Optioned Shares may be granted under
      this Plan to Service Providers from time to time by the
  Board.



Options Granted Under this Plan 

	2.4 	
      All Options granted under this Plan will be evidenced by
      an Option Commitment substantially in the forms attached hereto as
      Schedule “A” or Schedule “B”, showing the number of Optioned Shares, the
      term of the Option, the Exercise Price and a reference to vesting terms,
      if any.

	 	 
	2.5 	
      Subject to specific variations approved by the Board, all
      terms and conditions set out in this Plan will be deemed to be
      incorporated into and form part of an Option Commitment made
    hereunder.







4 

Options Not Exercised 

	2.6 	
      In the event an Option granted under this Plan expires
      unexercised or is terminated by reason of dismissal of the Optionee for
      cause or is otherwise lawfully cancelled prior to exercise of the Option,
      the Optioned Shares that were issuable thereunder will be returned to the
      Plan and will be eligible for re-issue.



Powers of the Board 

	2.7 	
      The Board will be responsible for the general
      administration of this Plan and the proper execution of its provisions,
      the interpretation of this Plan and the determination of all questions
      arising hereunder. Without limiting the generality of the foregoing, the
      Board has the power to:




	 	(a) 	
      allot Shares for issuance in connection with the exercise
      of Options;

	 	 	 
	 	(b) 	
      grant Options under this Plan;

	 	 	 
	 	(c) 	
      subject to Regulatory Approval, amend, suspend, terminate
      or discontinue this Plan, or revoke or alter any action taken in
      connection therewith, except that no general amendment or suspension of
      this Plan will, without the written consent of all Optionees, alter or
      impair any Option previously granted under this Plan unless as a result of
      a change in CSE Policies; and

	 	 	 
	 	(d) 	
      delegate all or such portion of its powers under this
      Plan as it may determine to one or more committees of the Board, either
      indefinitely or for such period of time as it may specify, and thereafter
      each such committee may exercise the powers and discharge the duties of
      the Board in respect of this Plan so delegated to the same extent as the
      Board is hereby authorized so to do.; and

	 	 	 
	 	(e) 	
      may in its sole discretion amend this Plan (except for
      previously granted and outstanding Options), pursuant to paragraph
    5.8.



ARTICLE 3 
TERMS AND CONDITIONS OF
OPTIONS 

Exercise Price 

	3.1 	
      The Exercise Price of an Option will be set by the Board
      at the time such Option is granted under this Plan, and, unless otherwise
      permitted under CSE Policies, cannot be less than the greater of the
      closing market price of the Listed Shares on (a) the trading day
      immediately prior to the date of grant of the Option; and (b) the date of
      grant of the Option.



Term of Option 

	3.2 	
      An Option can be exercisable for a maximum of five (5)
      years from the Effective Date.

	 	 
	3.3 	
      Subject to paragraph 3.2, the term of an Option will be
      set by the Board at the time such Option is granted under this
  Plan.







5 

Option Amendment 

	3.4 	
      Unless otherwise permitted under CSE Policies, the terms
      of an Option may not be amended after the Option is
  granted.



Vesting of Options 

	3.5 	
      Vesting of Options is at the discretion of the Board and
      will generally be subject to:




	 	(a) 	
      the Service Provider remaining employed by or continuing
      to provide services to the Company or any of its subsidiaries and
      Affiliates, as well as, at the discretion of the Board, achieving certain
      milestones which may be defined by the Board from time to time or
      receiving a satisfactory performance review by the Company or its
      subsidiary or Affiliate during the vesting period; or

	 	 	 
	 	(b) 	
      remaining as a Director of the Company or any of its
      subsidiaries or Affiliates during the vesting
period.



Optionee Ceasing to be a Service Provider


	3.6 	
      The Option will expire immediately at such time as and no
      Option may be exercised after the Service Provider has left his or her
      employment/office or has been advised that his or her services are no
      longer required or that his or her service contract has expired, except as
      follows:




	 	(a) 	
      in the case of the death of an Optionee, any vested
      Option held by him or her at the date of death will become exercisable by
      the Optionee’s lawful personal representatives, heirs or executors until
      the earlier of one year after the date of death of such Optionee and the
      date of expiration of the term otherwise applicable to such
  Option;

	 	 	 
	 	(b) 	
      Options granted to an Optionee may be extended for such
      time period as the Board may determine but only to the extent that such
      Options were vested in the Optionee at the date the Optionee ceased to be
      so employed or provide services to the Company; and

	 	 	 
	 	(c) 	
      in the case of an Optionee being dismissed from
      employment or service for cause, such Optionee’s Options, whether or not
      vested at the date of dismissal, will immediately terminate without right
      to exercise same.



Non-Assignable 

	3.7 	
      Subject to paragraph 3.6(a), all Options will be
      exercisable only by the Optionee to whom they are granted and will not be
      assignable or transferable.



Adjustment of the Number of Optioned Shares


	3.8 	
      The number of Shares subject to an Option will be subject
      to adjustment in the event and in the manner
following:




	 	(a) 	
      in the event of a subdivision of Shares as constituted on
      the date of this Plan, at any time while an Option is in effect, into a
      greater number of Shares, the Company will thereafter deliver at the time
      of purchase of Optioned Shares, in addition to the number of Optioned
      Shares in respect of which the right to purchase is then being exercised,
      such additional number of Shares as result from the subdivision without an
Optionee making any additional payment or giving any other consideration
therefore; 







6 

	 	(b) 	
      in the event of a consolidation of the Shares as
      constituted on the date of this Plan, at any time while an Option is in
      effect, into a lesser number of Shares, the Company will thereafter
      deliver and an Optionee will accept, at the time of purchase of Optioned
      Shares, in lieu of the number of Optioned Shares in respect of which the
      right to purchase is then being exercised, the lesser number of Shares as
      result from the consolidation;

	 	 	 
	 	(c) 	
      in the event of any change of the Shares as constituted
      on the date of this Plan, at any time while an Option is in effect, the
      Company will thereafter deliver at the time of purchase of Optioned Shares
      the number of shares of the appropriate class resulting from the said
      change as an Optionee would have been entitled to receive in respect of
      the number of Shares so purchased had the right to purchase been exercised
      before such change;

	 	 	 
	 	(d) 	
      in the event of a capital reorganization,
      reclassification or change of outstanding equity shares (other than a
      change in the par value thereof) of the Company, a consolidation, merger
      or amalgamation of the Company with or into any other company or a sale of
      the property of the Company as or substantially as an entirety at any time
      while an Option is in effect, an Optionee will thereafter have the right
      to purchase and receive, in lieu of the Optioned Shares immediately
      theretofore purchasable and receivable upon the exercise of the Option,
      the kind and amount of shares and other securities and property receivable
      upon such capital reorganization, reclassification, change, consolidation,
      merger, amalgamation or sale which the holder of a number of Shares equal
      to the number of Optioned Shares immediately theretofore purchasable and
      receivable upon the exercise of the Option would have received as a result
      thereof. The subdivision or consolidation of Shares at any time
      outstanding (whether with or without par value) will not be deemed to be a
      capital reorganization or a reclassification of the capital of the Company
      for the purposes of this sub-paragraph 3.8(d);

	 	 	 
	 	(e) 	
      an adjustment will take effect at the time of the event
      giving rise to the adjustment and the adjustments provided for in this
      paragraph are cumulative;

	 	 	 
	 	(f) 	
      the Company will not be required to issue fractional
      shares in satisfaction of its obligations under this Plan. Any fractional
      interest in a Share that would, except for the provisions of this
      sub-paragraph 3.8(f), be deliverable upon the exercise of an Option will
      be cancelled and will not be deliverable by the Company; and

	 	 	 
	 	(g) 	
      if any questions arise at any time with respect to the
      Exercise Price or number of Optioned Shares deliverable upon exercise of
      an Option in any of the events set out in this paragraph 3.8, such
      questions will be conclusively determined by the Company’s auditors, or,
      if they decline to so act, any other firm of Chartered Accountants in
      Vancouver, British Columbia (or in the city of the Company’s principal
      executive office) that the Company may designate and who will have access
      to all appropriate records and such determination will be binding upon the
      Company and all Optionees.







7 

ARTICLE 4 
COMMITMENT AND EXERCISE
PROCEDURES 

Option Commitment 

	4.1 	
      Upon grant of an Options pursuant to this Plan, an
      authorized Director or Officer of the Company will deliver to the Optionee
      an Option Commitment detailing the terms of such Options and upon such
      delivery the Optionee will be subject to this Plan and have the right to
      purchase the Optioned Shares at the Exercise Price set out in such Option
      Commitment, subject to the terms and conditions of this
  Plan.



Manner of Exercise 

	4.2 	
      An Optionee who wishes to exercise his or her Option may
      do so by delivering to the Company:




	 	(a) 	
      a written notice specifying the number of Optioned Shares
      being acquired pursuant to the Option; and

	 	 	 
	 	(b) 	
      cash or a certified cheque payable to the Company for the
      aggregate Exercise Price for the Optioned Shares being
  acquired.



Delivery of Certificate and Hold Periods


	4.3 	
      As soon as practicable after receipt of the notice of
      exercise described in paragraph 4.2 and payment in full for the Optioned
      Shares being acquired, the Company will direct its transfer agent to issue
      a certificate to the Optionee for the appropriate number of Optioned
      Shares. Such certificate will bear a legend stipulating any resale
      restrictions required under applicable securities
laws.



Withholding 

	4.4 	
      As a condition of and prior to participation in the Plan,
      each Optionee authorizes the Company to withhold from any amount otherwise
      payable to him or her any amounts required by any taxing authority to be
      withheld for taxes of any kind as a consequence of his or her
      participation in the Plan. The Company will also have the right in its
      discretion to satisfy any such liability for withholding or other required
      deduction amounts by retaining or acquiring any Optioned Shares, or
      retaining any amount payable, which would otherwise be issued or
      delivered, provided or paid to an Optionee under the Plan. The Company may
      require an Optionee, as a condition to exercise of an Option to pay or
      reimburse the Company for any such withholding or other required deduction
      amounts related to the exercise of Options.



ARTICLE 5 
GENERAL 

Employment and Services 

	5.1 	
      Nothing contained in this Plan will confer upon or imply
      in favour of any Optionee any right with respect to office, employment or
      provision of services with the Company, or interfere in any way with the
      right of the Company to lawfully terminate the Optionee’s office,
      employment or service at any time pursuant to the arrangements pertaining to same.
Participation in this Plan by an Optionee will be voluntary. 







8 

No Representation or Warranty

	5.2 	
      The Company makes no representation or warranty as to the
      future market value of Optioned Shares issued in accordance with the
      provisions of this Plan or to the effect of the Income Tax Act
      (Canada) or any other taxing statute governing the Options or the
      Optioned Shares issuable thereunder or the tax consequences to a Service
      Provider. Compliance with applicable securities laws as to the disclosure
      and resale obligations of each Optionee is the responsibility of such
      Optionee and not the Company.



No Rights as Shareholder 

	5.3 	
      No Optionee will have any of the rights as a shareholder
      of the Company in respec6t of the Optioned Shares subject to an Option
      until such Optioned Shares have been paid for in full and
  issued.



No Prohibition on Other Arrangements 

	5.4 	
      Nothing contained in this Plan will prevent the Company
      or any of its Affiliates from adopting or continuing in effect other
      compensation arrangements and such arrangements may be either generally
      applicable or applicable only in specific cases.



Interpretation 

	5.5 	
      The validity, construction and effect of this Plan, the
      grants of Options, the issue of Optioned Shares, any rules and regulations
      relating to this Plan and any Option Commitment, and all determinations
      made and actions taken pursuant to this Plan, will be governed and
      construed in accordance with the laws of the Province of British
      Columbia.

	 	 
	5.6 	
      If any provision of this Plan or any Option Commitment is
      or becomes or is deemed to be invalid, illegal or unenforceable in any
      jurisdiction or as to any person or Option, or would disqualify this Plan
      or any Option under any law deemed applicable by the Board, such provision
      will be construed or deemed amended to conform to the applicable laws, or
      if it cannot be construed or deemed amended without, in the determination
      of the Board, materially altering the intent of this Plan or the Option,
      such provision will be stricken as to such jurisdiction, person, or Option
      and the remainder of this Plan and any such Option Commitment will remain
      in full force and effect.

	 	 
	5.7 	
      Headings are given to the sections and paragraphs of this
      Plan solely as a convenience to facilitate reference. Such headings will
      not be deemed in any way material or relevant to the construction or
      interpretation of this Plan or any provision
thereof.







9 

Amendment of this Plan 

	5.8 	
      The Board reserves the right, in its absolute discretion,
      to at any time amend, modify or terminate this Plan with respect to all
      Optioned Shares in respect of Options which have not yet been granted
      hereunder. Any amendment to any provision of this Plan will be subject to
      any necessary Regulatory Approvals.



Effective Date 

	5.9 	
      This Plan will become effective upon being adopted by the
      Board.







SCHEDULE “A” 

LEXARIA CORP. 
STOCK OPTION PLAN DATED
_________________, 2014 

OPTION COMMITMENT 
[No Vesting
Provision] 

Notice is hereby given that, effective this ____________ day of
________________________, 20 ___ (the “Effective Date”), LEXARIA CORP.
(the “Company”) has granted to
____________________________________ (the “Service Provider”) an
Option to acquire ________________________ Shares (the “Optioned Shares”)
until 4:30 p.m. (Vancouver Time) on the ________________________ day of , 20___
(the “Expiry Date”) at an exercise price (the “Exercise Price”) of
$ _____ per Optioned Share. 

The grant of the Option evidenced hereby is made subject to the
terms and conditions of the Company’s Stock Option Plan dated October 21, 2011,
(the “Plan”) the terms and conditions of which are hereby
incorporated.

To exercise your Option, you must deliver to the Company a
written notice specifying the number of Optioned Shares you wish to acquire,
together with cash or a certified cheque payable to the Company for the
aggregate Exercise Price. A certificate for the Optioned Shares so acquired will
be issued by the Company’s transfer agent as soon as practicable thereafter and
will bear a minimum four month non-transferability legend from the date of this
Option Commitment. 

The Company and the Service Provider represent that the Service
Provider under the terms and conditions of the Plan is a bona fide [EMPLOYEE/
CONSULTANT/ MANAGEMENT COMPANY EMPLOYEE] ________________________ of the
Company, entitled to receive Options under CSE Policies. 

LEXARIA CORP. 

______________________________
Authorized Signatory 

By signature hereunder,      
[Service Provider]       hereby
acknowledges receipt of this Option Commitment and hereby consents to the
Company’s collection, use and disclosure of his/her personal information for the
purposes of the Company’s grant of the Option evidenced by this Option
Commitment.      [Service
Provider]      further acknowledges that,
from time to time, the Company may be required to disclose such personal
information to securities regulatory authorities and stock exchanges and, by
providing such personal information to the
Company,      [Service
Provider]      hereby expressly consents to
such disclosure. 


	[Service
      Provider] 







SCHEDULE “B” 

LEXARIA CORP. 
STOCK OPTION PLAN DATED
_______________, 2014 

OPTION COMMITMENT 
[Vesting
Provisions] 

Notice is hereby given that, effective this _______________ day
of ______________________________, 20___ (the “Effective Date”),
LEXARIA CORP. (the “Company”) has granted to
_____________________________________________ (the “Service Provider”) an
Option to acquire ______________________________ Shares (the “Optioned
Shares”) until 4:30 p.m. (Vancouver Time) on the ____ day of
_______________, 20___ (the “Expiry Date”) at an exercise price (the
“Exercise Price”) of $ _____ per Optioned Share. 

The grant of the Option evidenced hereby is made subject to the
terms and conditions of the Company’s Stock Option Plan dated October 21, 2011,
(the “Plan”) the terms and conditions of which are hereby
incorporated.

	Optioned Shares will vest as follows: 
	 
	 
	 
	 
	_________________________________________________________________________________________________________


To exercise your Option, you must deliver to the Company a
written notice specifying the number of Optioned Shares you wish to acquire,
together with cash or a certified cheque payable to the Company for the
aggregate Exercise Price. A certificate for the Optioned Shares so acquired will
be issued by the Company’s transfer agent as soon as practicable thereafter and
will bear a minimum four month non-transferability legend from the date of this
Option Commitment. 

The Company and the Service Provider represent that the Service
Provider under the terms and conditions of the Plan is a bona fide [EMPLOYEE/
CONSULTANT/ MANAGEMENT COMPANY EMPLOYEE] ______________________________ of the
Company, entitled to receive Options under CSE Policies. 

LEXARIA CORP. 

______________________________
Authorized Signatory 

By signature hereunder,     
[Service Provider]      hereby acknowledges
receipt of this Option Commitment and hereby consents to the Company’s
collection, use and disclosure of his/her personal information for the purposes
of the Company’s grant of the Option evidenced by this Option
Commitment.      [Service
Provider]      further acknowledges that, from
time to time, the Company may be required to disclose such personal information
to securities regulatory authorities and stock exchanges and, by providing such
personal information to the Company,     
[Service Provider]      hereby expressly
consents to such disclosure. 


	[Service
      Provider]