VoIP-Pal.Com Inc. 10-K


 


Exhibit 10.2 








VOIP-PAL.COM
INC.


INCENTIVE
STOCK OPTION PLAN


1.


Purpose


The
purpose of the Incentive Stock Option Plan (the “Plan”) of VOIP-PAL.COM INC., a corporation incorporated
under the laws of the State of Nevada (the “Corporation”), is to advance the interests of the Corporation by
encouraging the directors, officers, employees, consultants and other service providers of the Corporation, and of its subsidiaries
and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “Shares”), thereby
increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing
them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.


 


2.


Administration


The
Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from
time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such
committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the
“Board”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present
at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.


Subject
to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered
into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend
and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration
of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the
Plan and on their legal personal representatives and beneficiaries.


Each
option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee,
in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.


3.


Stock
Exchange Rules and Regulatory Authority


All
options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common
shares of the Corporation are then listed and trading (the “Exchange”) and any other regulatory body having
jurisdiction.


 


4.


Shares
Subject to Plan


Subject
to adjustment as provided in Section 15 hereof, the Shares to be offered under the Plan shall consist of common shares of the
Corporation's authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options
granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time.
If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being
exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.


 


5.


Maintenance
of Sufficient Capital


The
Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient
to satisfy the requirements of the Plan.


 




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6.


Eligibility
and Participation


Directors,
officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides
management services to the Corporation or its subsidiaries (“Management Company Employees”) shall be eligible
for selection to participate in the Plan (such persons hereinafter collectively referred to as “Participants”).
Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in
an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were
held by the Participant.


Subject
to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option
agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each
option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which
they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee,
as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.


A
Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies
of the Exchange, be granted an additional option or options if the Board shall so determine.


 


7.


Exercise
Price


(a)


The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval,
at the time any option is granted. In no event shall such exercise price be lower than the Discounted Market Price, defined as
that price that is 25% below the closing price of the shares on the Exchange.


(b)


Once the exercise price has been determined by the Board, and the option has been granted, the exercise price of an option may
be reduced upon receipt of Board approval, provided that in the case of options held by insiders of the Corporation (as defined
in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is
obtained. In this Plan, “Disinterested Shareholder Approval” means an ordinary resolution approved by a majority
of the votes cast at a shareholders’ meeting of the Corporation, excluding votes attaching to Shares beneficially owned
by insiders to whom Options may be granted and associates of those person. 


8.


Number
of Optioned Shares


(a)


The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant
shall be granted an option which exceeds the maximum number permitted by the Exchange.


(b)


No single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares
of the Corporation in any one twelve-month period unless the Corporation has obtained Disinterested Shareholder Approval in respect
of such grant and meets applicable Exchange requirements.


(c)


Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares
of the Corporation in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries).


(d)


Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares
of the Corporation in any twelve month period to persons employed to provide investor relations activities. Options granted to
Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12
months with no more than 1⁄4 of the options vesting in any 3 month period.


9.


Duration
of Option


Each
option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject
to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed
the maximum term of ten years from the date of issue.


 




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10.


Option
Period, Consideration and Payment


(a)


The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided
that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director,
officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.


(b)


Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during
which options shall vest and the method of vesting, or that no vesting restriction shall exist.


(c)


Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time
to time during the option period. 


(d)


Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a
director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of
the Corporation or any of its subsidiaries.


(e)


The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise,
specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque
or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his
legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation
unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms
of the Plan.


11.


Ceasing
To Be a Director, Officer, Consultant or Employee


If
a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to
be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that
the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days
after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant
was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the
Participant's services to the Corporation.


 


Nothing
contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with
respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any
of its subsidiaries or affiliates.


 


12.


Death
of Participant


Notwithstanding
section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within
the one (1) year after such death and then only:


 


(a)


by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of
descent and distribution; and


(b)


if and to the extent that such Participant was entitled to exercise the Option at the date of his death.


13.


Rights
of Optionee


No
person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the
Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have
been issued and delivered.


 


14.


Proceeds
from Sale of Shares


The
proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and
shall thereafter be used from time to time for such corporate purposes as the Board may determine.


 




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15.


Adjustments


If
the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or
kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization,
re-classification, stock dividend, subdivision or consolidation, or any adjustment relating to the Shares optioned or issued on
exercise of options, or the exercise price per share as set forth in the respective stock option agreements, shall be adjusted
in accordance to the terms of such agreements.


 


Adjustments
under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.


 


16.


Transferability


All
benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be
transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime
of a Participant any benefits, rights and options may only be exercised by the Participant.


 


17.


Amendment
and Termination of Plan


Subject
to applicable approval of the Exchange, the Board may, at any time, suspend or terminate the Plan. Subject to applicable approval
of the Exchange, the Board may also at any time amend or revise the terms of the Plan; provided that no such amendment or revision
shall result in a material adverse change to the terms of any options theretofore granted under the Plan, unless shareholder approval,
or Disinterested Shareholder Approval, as the case may be, is obtained for such amendment or revision.


 


18.


Necessary
Approvals


The
ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with
the Plan is subject to any approvals, which may be required from shareholders of the Corporation and any regulatory authority
or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant
for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid
to the Corporation will be returned to the Participant.


 


Additionally,
the Corporation must obtain Disinterested Shareholder Approval to the grant of options if the Plan, together with all of the Corporation’s
previously established and outstanding stock option plans or grants, could result in:


 


(a)


the number of Shares reserved for issuance under options granted to insiders exceeding 10% of the issued Shares of the Corporation;
and


(b)


the grant to insiders, within a 12-month period, of a number of options exceeding 10% of the issued Shares at the date of grant.



19.


Interpretation


The
Plan will be governed by and construed in accordance with the laws of the State of Nevada.


 


MADE
by the Board of Directors of the Corporation as evidenced by the signature of the following director duly authorized in that
behalf effective the 24th day of June, 2016.


 


	 	VOIP-PAL.COM
    INC. 
	 	 
	 	Per:	“Dennis Chang”	 


 


 








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