Alexandra Capital Corp. - Exhibit 10.2 - Filed by newsfilecorp.com





 

 

 

ALEXANDRA CAPITAL CORP. 

 

INCENTIVE STOCK OPTION PLAN – 2014

(Rolling Plan) 

 

NOVEMBER 12, 2014 

 

 

 




TABLE OF CONTENTS 

	PART
      1 GENERAL PROVISIONS 	1
      
	  	  	  
	           
             1.1
      	Interpretation
      	1
      
	               
         1.2
      	Purpose
      	3
      
	           
             1.3
      	Administration
      	3
      
	               
         1.4
      	Shares
      Reserved 	4
      
	           
             1.5
      	Limits
      with respect to Insiders 	4
      
	               
         1.6
      	Limits
      with respect to Consultants 	5
      
	           
             1.7
      	Limits
      with respect to Persons involved in Investor Relations Activities 	5
      
	               
         1.8
      	Non-Exclusivity
      	5
      
	           
             1.9
      	Amendment
      and Termination 	5
      
	               
         1.10
      	Compliance
      with Legislation 	5
      
	           
             1.11
      	Representation
      	5
      
	               
         1.12
      	Effective
      Date 	6
      
	           
             1.13
      	Restrictive
      Legends 	6
      
	  	  	  
	PART
      2 OPTIONS 	6
      
	  	  	  
	           
             2.1
      	Grants
      	6
      
	               
         2.2
      	Option
      Price 	7
      
	           
             2.3
      	Exercise
      of Options 	7
      
	               
         2.4
      	Amendments
      to Option Grants 	9
      
	  	  	  
	PART
      3 MISCELLANEOUS PROVISIONS 	9
      






ALEXANDRA CAPITAL CORP. 

INCENTIVE STOCK OPTION PLAN 2014 

PART 1 
GENERAL PROVISIONS 


1.1        Interpretation


For the purposes of this Plan, the following terms shall have
the following meanings: 

	 	(a) 	
      "Affiliate" means any corporation that is an
      affiliate of the Corporation within the meaning set forth in the policies
      of the Exchange, as amended from time to time;

	 	 	 	 
	 	(b) 	
      "Board" means the Board of Directors of the
      Corporation;

	 	 	 	 
	 	(c) 	
      "Common Shares" means the common shares of the
      Corporation;

	 	 	 	 
	 	(d) 	
      "Consultant" means an individual who:

	 	 	 	 
	 		(i) 	
      provides ongoing consulting, technical, management or
      other services to the Corporation or an Affiliate under a written contract
      with the Corporation or an Affiliate;

	 	 	 	 
	 		(ii) 	
      possesses technical, business or management expertise of
      value to the Corporation or an Affiliate;

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

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

	 	 	 	 
	 		(v) 	
      includes a Consultant Company or a Consultant
      Partnership.

	 	 	 	 
	 	(e) 	
      "Consultant Company" means, for an individual
      Consultant, a company of which the individual consultant is an employee or
      shareholder;

	 	 	 	 
	 	(f) 	
      "Consultant Partnership" means, for an individual
      Consultant, a partnership of which the individual Consultant is an
      employee or partner;

	 	 	 	 
	 	(g) 	
      "Corporation" means Alexandra Capital
  Corp.;

	 	 	 	 
	 	(h) 	
      "Disinterested Shareholders" means all of the
      Shareholders of the Corporation except Insiders of the Corporation who are
      Eligible Persons, and such Insiders' associates;

	 	 	 	 
	 	(i) 	
      "Director" means a director of the Corporation or
      Affiliate, and includes an issuer all of the voting securities of which
      are owned by one or more Officers, Directors or employees of the
      Corporation or an Affiliate;







- 2 - 

	 	(j) 	
      "Eligible Person" means, subject to all applicable
      laws, any employee, Officer, Director, Management Company Employee or
      Consultant of the Corporation or of any Affiliate;

	 	 	 	 
	 	(k) 	
      "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 Corporation
      providing services normally provided by an employee and who is subject to
      the same control and direction by the Corporation over the details and
      method of work as an employee of the Corporation, but for whom income tax
      deductions are not made at source; or

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

	 	 	 	 
	 		(iv) 	
      includes an issuer all of the voting securities of which
      are owned by one or; more Officers, Directors or employees of the
      Corporation or an Affiliate;

	 	 	 	 
	 	(l) 	
      "Exchange" means the TSX Venture
  Exchange;

	 	 	 	 
	 	(m) 	
      "Insider" means an insider as defined under the
      policies of the Exchange, as amended from time to time;

	 	 	 	 
	 	(n) 	
      "Management Company Employee" means, an individual
      employed by a person providing management services to the Corporation,
      which are required for the ongoing successful operation of the business
      enterprise of the Corporation, but excluding a person engaged in investor
      relations activities;

	 	 	 	 
	 	(o) 	
      "Officer" means an officer of the Corporation, or
      an Affiliate and includes an issuer all of the voting securities of which
      are owned by one or more Officers, Directors or employees of the
      Corporation or an Affiliate;

	 	 	 	 
	 	(p) 	
      "Option" means a non-transferable or
      non-assignable option to purchase Common Shares granted to an Eligible
      Person pursuant to the terms of the Plan;

	 	 	 	 
	 	(q) 	
      "Participant" means Eligible Persons to whom
      Options have been granted;

	 	 	 	 
	 	(r) 	
      "Plan" means this Incentive Stock Option Plan –
      2014 of the Corporation;

	 	 	 	 
	 	(s) 	
      "Share Compensation Arrangement" means any stock
      option, stock option plan, employee stock purchase plan or other
      compensation or incentive mechanism involving the issuance or potential
      issuance of Common Shares, including a share purchase from treasury which
      is financially assisted by the Corporation by way of a loan, guarantee or
      otherwise;







- 3 - 

	 	(t) 	
      "Subsidiary" means any company that is a
      subsidiary of the Corporation as defined under section 1(1) of the
      Securities Act (British Columbia); and

	 	 	 
	 	(u) 	
      "Termination Date" means the date on which a
      Participant ceases to be an Eligible Person.



In this Plan, words imparting the singular number only shall
include the plural and vice versa and words imparting the masculine shall
include the feminine. 

This 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 British Columbia and the laws of Canada applicable therein. 

1.2        Purpose


The purpose of this Plan is to advance the interests of the
Corporation by: 

	 	(a) 	
      providing Eligible Persons with additional
    incentive;

	 	 	 
	 	(b) 	
      encouraging stock ownership by such Eligible
    Persons;

	 	 	 
	 	(c) 	
      increasing the proprietary interest of Eligible Persons
      in the success of the Corporation;

	 	 	 
	 	(d) 	
      encouraging Eligible Persons to remain with the
      Corporation or its Affiliates; and

	 	 	 
	 	(e) 	
      attracting new employees, directors and
  officers.




	1.3 	
      Administration

	 	 	 	 
		(a) 	
      The Plan shall be administered by the Board or a
      committee of the Board duly appointed for this purpose by the Board and
      consisting of not less than 3 directors. If a committee is appointed for
      this purpose, all references herein to the Board will be deemed to be
      references to the Committee.

	 	 	 	 
		(b) 	
      Subject to the limitations of the Plan, the Board shall
      have the authority to:

	 	 	 	 
			(i) 	
      grant Options to purchase Common Shares to Eligible
      Persons;

	 	 	 	 
			(ii) 	
      determine the terms, limitations, restrictions and
      conditions respecting such grants;

	 	 	 	 
			(iii) 	
      interpret the Plan and adopt, amend and rescind such
      administrative guidelines and other rules and regulations relating to the
      Plan as it shall from time to time deem advisable; and

	 	 	 	 
			(iv) 	
      make all other determinations and take all other actions
      in connection with the implementation and administration of the Plan
      including without limitation for the purpose of ensuring compliance with
      Section 1.10 hereof as it may deem necessary or advisable.

	 	 	 	 
		(c) 	
      The Board's guidelines, rules, regulations,
      interpretations and determinations shall be conclusive and binding upon
      the Corporation and all other persons.







- 4 - 

	1.4 	
      Shares Reserved

	 	 	 	 
		(a) 	
      The aggregate number of Common Shares to be reserved for
      exercise of all options granted under the Plan and any other Share
      Compensation Arrangement shall not exceed 10% of the issued shares of the
      Corporation at the time of granting of options. No fractional shares shall
      be issued and the Board may determine the manner in which fractional share
      values shall be treated.

	 	 	 	 
		(b) 	
      The maximum number of Common Shares which may be reserved
      for issuance to any one person under the Plan in any 12 month period shall
      be 5% of the Common Shares outstanding at the time of the grant (on a
      non-diluted basis) less the aggregate number of Common Shares reserved for
      issuance to such person under any other option to purchase Common Shares
      from treasury granted as a compensation or incentive mechanism.

	 	 	 	 
		(c) 	
      If there is a change in the outstanding Common Shares by
      reason of any stock dividend or split, recapitalization, amalgamation,
      consolidation, combination or exchange of shares, or other corporate
      change, the Board shall make, subject to the prior approval of the
      relevant stock exchange(s), appropriate substitution or adjustment
    in:

	 	 	 	 
			(i) 	
      the number or kind of shares or other securities reserved
      for issuance pursuant to the Plan; and

	 	 	 	 
			(ii) 	
      the number and kind of shares subject to unexercised
      Options theretofore granted and in the option price of such shares;
      provided however that no substitution or adjustment shall obligate the
      Corporation to issue or sell fractional shares. If the Corporation is
      reorganized, amalgamated with another corporation, or consolidated, the
      Board shall make such provision for the protection of the rights of
      Participants as the Board in its discretion deems appropriate.

	 	 	 	 
		(d) 	
      The Corporation shall at all times during the term of the
      Plan reserve and keep available such number of shares as will be
      sufficient to satisfy the requirements of the Plan.

	 	 	 	 
	1.5 	
      Limits with respect to Insiders

	 	 	 	 
		(a) 	
      The maximum number of Common Shares which may be reserved
      for issuance to Insiders under the Plan shall be 10% of the Common Shares
      outstanding at the time of the grant (on a non-diluted basis) less the
      aggregate number of Common Shares reserved for issuance to Insiders under
      any other Share Compensation Arrangement.

	 	 	 	 
		(b) 	
      The maximum number of Common Shares which may be issued
      to Insiders under the Plan within a one year period shall be 10% of the
      Common Shares outstanding at the time of the issuance (on a non-diluted
      basis), excluding Common Shares issued under the Plan or any other Share
      Compensation Arrangement over the preceding one year period. The maximum
      number of Common Shares which may be issued to any one Insider and such
      Insider's associates under the Plan within a one year period shall be 5%
      of the Common Shares outstanding at the time of the issuance (on a
      non-diluted basis), excluding Common Shares issued to such Insider under
      the Plan or any other Share Compensation Arrangement over the preceding
      one year period.







- 5 - 

1.6        Limits
with respect to Consultants 

The number of options granted to any one Consultant in a 12
month period under the Plan shall not exceed 2% of the outstanding Common Shares
at the time of grant, less the aggregate number of Common Shares reserved for
issuance to Consultants pursuant to any other Share Compensation arrangement,
unless the consent of the Exchange is first obtained. 

1.7       
Limits with respect to Persons involved in Investor Relations Activities


The aggregate number of options granted under the Plan to
persons involved in investor relations activities in any 12 month period shall
not exceed 2% of the outstanding Common Shares at the time of grant, less the
aggregate number of Common Shares reserved for issuance to such persons under
any other Share Compensation Arrangement, unless the consent of Exchange is
first obtained. 

1.8       
Non-Exclusivity 

Nothing contained herein shall prevent the Board from adopting
other or additional compensation arrangements, subject to any required
approvals. 

1.9       
Amendment and Termination 

The Board may amend, suspend or terminate the Plan or any
portion thereof at any time in accordance with applicable legislation and
subject to any required approval. No such amendment, suspension or termination
shall alter or impair any Options or any rights pursuant thereto granted
previously to any Participant without the consent of such Participant. If the
Plan is terminated, the provisions of the Plan and any administrative guidelines
and other rules and regulations adopted by the Board and in force at the time of
the Plan shall continue in effect during such time as an Option or any rights
pursuant thereto remain outstanding. 

1.10      Compliance
with Legislation 

The Plan, the grant and exercise of Options hereunder and the
Corporation's obligation to sell and deliver Common Shares upon exercise of
Options shall be subject to all applicable federal, provincial and foreign laws,
rules and regulations, the rules and regulations of any stock exchange(s) on
which the Common Shares are listed for trading and to such approvals by any
regulatory or governmental agency as may, in the opinion of counsel to the
Corporation, be required. The Corporation shall not be obligated by any
provision of the Plan or the grant of any Option hereunder to issue or sell
Common Shares in violation of such laws, rules and regulations or any condition
of such approvals. No Option shall be granted and no Common Shares issued or
sold hereunder where such grant, issue or sale would require legislation of the
Plan or of Common Shares under the securities laws of any foreign jurisdiction
and any purported grant of any Option or issue or sale of Common Shares
hereunder in violation of this provision shall be void. In addition, the
Corporation shall have no obligation to issue any Common Shares pursuant to the
Plan unless such Common Shares shall have been duly listed, upon official notice
of issuance, with all stock exchanges on which the Common Shares are listed for
trading. Common Shares issued and sold to Participants pursuant to the exercise
of Options may be subject to limitations on sale or resale under applicable
securities laws. 

1.11      Representation


The Corporation represents that any Employee, Consultant or
Management Company Employee who is granted an Option or Options is a bona fide
Employee, Consultant or Management Company Employee, as the case may be, of the
Corporation or an Affiliate. 




- 6 - 

1.12     
Effective Date 

The Plan shall be subject to the approval of any relevant
regulatory authority whose approval is required. Any Options granted under the
Plan prior to such approvals and acceptances shall be conditional upon such
approvals and acceptances being given and no such Options may be exercised
unless such approvals and acceptance is given. 

1.13     
Restrictive Legends 

Any share certificate issued in connection with the exercise of
an Option within four months of the date of its grant shall bear a legend
similar to the following: 


  
    
      Without prior written approval of the Exchange and
        compliance with all applicable securities legislation, the securities
        represented by this certificate may not be sold, transferred, hypothecated or
        otherwise traded on or through the facilities of the TSX Venture Exchange or
        otherwise in Canada or to or for the benefit of a Canadian resident until four
        months after the date of grant of the stock options. 

      Unless permitted under securities legislation, the holder of
        this security must not trade this security before four months after the date of
        grant of the stock options. 

      AND, if the optionee is a resident of the United States, the
        following additional legend: 

      The securities represented hereby have not been and will not
        be registered under the United States Securities Act of 1933, as amended (the
        “US Securities Act”). The holder hereof, by purchasing such securities, agrees
        for the benefit of the Issuer that such securities may be offered, sold, pledged
        or otherwise transferred only (A) to the Issuer, (B) outside of the United
        States in accordance with Rule 904 of Regulation S under the US Securities Act
        if available, (C) inside the United States (1) pursuant to the exemption from
        the registration requirements under the US Securities Act provided by Rule 144
        thereunder, if available, and in accordance with the applicable state securities
        laws, or (2) in a transaction that does not require registration under the US
        Securities Act or any applicable State laws and regulations governing the offer
        and sale of securities, and the holder has prior to such sale furnished to the
        Issuer an opinion of counsel, of recognized standing, reasonably satisfactory to
        the Issuer. Delivery of this certificate may not constitute “Good Delivery” in
        settlement of transactions on stock exchanges in Canada. If the Issuer is a
        “Foreign Issuer” as that term in defined by Regulation S at the time of sale, a
        new certificate, bearing no legend, delivery of which will constitute “Good
        Delivery” may be obtained from the Registrar upon delivery of this certificate
        and a duly executed declaration, in a form satisfactory to the registrar and the
        Issuer, to the effect that the sale of the securities represented hereby is
        being made in compliance with Rule 904 of Regulation S under the US Securities
        Act. (This legend is valid for one year from the date of issuance of the common
        shares obtained by exercise of the stock option). 

    

  



PART 2 
OPTIONS 


2.1       
Grants 

Subject to the provisions of the Plan, the Board shall have the
authority to determine the limitations, restrictions and conditions, if any, in
addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including without
limitation, the nature and duration of the restrictions, if any, to be imposed
upon the sale or other disposition of Common Shares acquired upon exercise of
the Option, and the nature of the events, if any, and the duration of the period
in which any Participant's rights in respect of Common Shares acquired upon
exercise of an Option may be forfeited. An Eligible Person may receive Options
on more than one occasion under the Plan and may receive separate Options on any
one occasion.




- 7 - 

2.2        Option
Price 

	 	(a) 	
      Subject to a minimum price of $0.10 per share, the option
      price shall not be less than the closing price (the "Market Price") of the
      Common Shares on the Exchange immediately preceding the day on which the
      Board grants and provides notice to the Exchange of the Option(s), less
      the discount to the Market Price permitted by the Exchange.

	 	 	 
	 	(b) 	
      If the options are granted within ninety days of a public
      distribution, then the option price shall not be less than the greater of
      the price calculated in 2.2(a) or the price per share paid by the public
      investors pursuant to the public distribution. The ninety day period will
      commence on the day a receipt is issued for the (final)
  prospectus.

	 	 	 
	 	(c) 	
      The option price shall be subject to adjustment in
      accordance with the provisions of Section 1.4(c)
hereof.




	2.3 	
      Exercise of Options

	 	 	 	 
		(a) 	
      Options granted must be exercised no later than 5 years
      after the date of grant or such lesser period as the regulations made
      pursuant to the Plan may require.

	 	 	 	 
		(b) 	
      Options shall not be transferable by the Participants
      otherwise than by will or the laws of descent and distribution, and shall
      be exercisable during the lifetime of a Participant only by the
      Participant and after death only by the Participant's legal representative
      (subject to the limitation that Options may not be exercised later than 5
      years from their date of grant).

	 	 	 	 
		(c) 	
      Except as otherwise determined by the Board and subject
      to the limitation that Options may not be exercised later than 5 years
      from their date of grant:

	 	 	 	 
			(i) 	
      if a Participant ceases to be an Eligible Person for any
      reason whatsoever other than death or disability, each Option held by the
      Participant will cease to be exercisable 30 days after the Termination
      Date. If any portion of an Option is not vested by the Termination Date,
      that portion of the Option may not under any circumstances be exercised by
      the Participant. Without limitation, and for greater certainty only, this
      provision will apply regardless of whether the Participant was dismissed
      with or without cause and regardless of whether the Participant received
      compensation in respect of dismissal or was entitled to a period of notice
      of termination which would otherwise have permitted a greater portion of
      the Option to vest with the Participant;

	 	 	 	 
			(ii) 	
      if a Participant dies the legal representative of the
      Participant may exercise the Participant's Options within one year after
      the date of the Participant's death, but only to the extent the Options
      were by their term exercisable on the date of
death.







- 8 - 

	 	(d) 	
      Options may not be exercised until they have vested. The
      Board shall determine the manner in which Options shall vest and become
      exercisable subject to the following:

	 	 	 	 
	 		(i) 	
      Options granted to Consultants providing investor
      relations services shall vest at a minimum over a period of 12 months with
      no more than 1/4 of such Options vesting in any 3 month period;
  and

	 	 	 	 
	 		(ii) 	
      Options, other than Options granted to Consultants
      providing investor relations services, shall vest immediately if the
      Company is acquired or taken over through a merger, takeover or
      acquisition transaction.

	 	 	 	 
	 		
      The Board may impose such other restrictions or
      limitations or requirements upon the exercise of Options as the Board, in
      its absolute discretion, may determine on the date of grant.

	 	 	 	 
	 	(e) 	
      Each Option, including applicable vesting, shall be
      confirmed by an option certificate executed by the Corporation and by the
      Participant.

	 	 	 	 
	 	(f) 	
      The exercise price of each Common Share purchased under
      an Option shall be paid in full in cash or by bank draft or certified
      cheque at the time of such exercise, and upon receipt of payment in full,
      but subject to the terms of the Plan, the number of Common Shares in
      respect of which the Option is exercised shall be duly issued as fully
      paid and non-assessable.

	 	 	 	 
	 	(g) 	
      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 Common Shares with
      respect to which the Option is being exercised and accompanied by payment
      in full of the Option Price of the Common Shares to be purchased.
      Certificates for such Common Shares shall be issued and delivered to the
      Optionee within a reasonable period of time following the receipt of such
      notice and payment.

	 	 	 	 
	 	(h) 	
      Notwithstanding any of the provisions contained in the
      Plan or in any Option, the Corporation's obligation to issue Common Shares
      to a Participant pursuant to the exercise of an Option shall be subject
      to:

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

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

	 	 	 	 
	 		(iii) 	
      the receipt from the Participant of such representations,
      agreements and undertakings, including as to future dealings in such
      Common Shares, as counsel to the Corporation reasonably determines to be
      necessary or advisable in order to safeguard against the violation of the
      laws of any jurisdiction.

	 	 	 	 
	 	(i) 	
      In this connection the Corporation shall, to the extent
      necessary, take all reasonable steps to obtain such approvals,
      registrations and qualifications as may be necessary for issuance of such Common Shares in
compliance with applicable laws and for the admission to listing of such Shares
on any stock exchange on which the Common Shares are then listed. 







- 9 - 

2.4       
Amendments to Option Grants 

Subject to the policies of Exchange, the Board may amend any
Option with the consent of the affected Participant. If an amendment reducing
the exercise price of the Option is made to an Option held by an Insider, the
amendment shall only be made effective after the approval of the Disinterested
Shareholders at a general meeting of the Shareholders of the Corporation is
received. 

PART 3 
MISCELLANEOUS PROVISIONS 


3.1        The holder
of an Option shall not have any rights as a shareholder of the Corporation with
respect to any of the Common Shares covered by such Option until such holder
shall have exercised such Option in accordance with the terms of the Plan
(including tendering payment in full of the Option Price of the Common Shares in
respect of which the Option is being exercised). 

3.2        Nothing in the
Plan or any Option shall confer upon a Participant any right to continue in the
employ of the Corporation or any Affiliate or affect in any way the right of the
Corporation or any Affiliate to terminate his 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
Affiliate to extend the employment of any Participant beyond the time which he
would normally be retired pursuant to the provisions of any present or future
retirement plan of the Corporation or any Affiliate, or beyond the time at which
he would otherwise be retired pursuant to the provisions of any contract of
employment with the Corporation or any Affiliate.