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.


 






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		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.


 


		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. 



 






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		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.


  


		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.



 






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		(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.


 






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		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.


 


		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



 






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		(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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