Destiny Media Technologies Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






DESTINY MEDIA TECHNOLOGIES INC. 

EMPLOYEE STOCK PURCHASE PLAN 

1.      
PURPOSE OF PLAN 

1.1     Purpose of Plan. This
Employee Stock Purchase Plan (the “Plan”) is created for the purpose of
encouraging stock ownership by officers, directors and employees of Destiny
Media Technologies Inc. and its subsidiaries (the “Company”) so that they may
share in the growth of the Company by acquiring or increasing their proprietary
interest in the Company. 

2.      
DEFINITIONS 

2.1     Definitions. In this Plan,
the following words and phrases shall have the following meanings: 

	 	(a) 	
      “Board of Directors” means the Board of Directors of the
      Company.

	 	 	 	 
	 	(b) 	
      “Company” means Destiny Media Technologies Inc.

	 	 	 	 
	 	(c) 	
      “Compensation” means total compensation received by a
      Participant from the Company in accordance with the terms of employment
      during the applicable payroll period.

	 	 	 	 
	 	(d) 	
      “Director” means a director of the Company or a
      subsidiary of the Company.

	 	 	 	 
	 	(e) 	
      “Employee” means:

	 	 	 	 
	 		(i) 	
      an individual who is considered an employee of the
      Company or a subsidiary of the Company under the Income Tax Act
      (Canada)(and 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 a
      subsidiary of the Company 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 a subsidiary
      of the Company on a continuing and regular basis for a minimum amount of
      time per week (the number of hours should be disclosed in the submission)
      providing services normally provided by an employee and who is subject to
      the same control and discretion 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.

	 	 	 	 
	 	(f) 	
      “Exchange” means the TSX Venture Exchange.

	 	 	 	 
	 	(g) 	
      “Officer” means a chair or vice-chair of the Board of
      Directors, a chief executive officer, chief financial officer, chief
      operating officer, president, vice-president, secretary, assistant secretary, treasurer or assistant
      treasurer of the Company or any of a subsidiary of the Company or an
      individual designated as an officer by a resolution of the Board of
  Directors or the constating documents of the Company.









	 	(h) 	
      “OTCBB” means the FINRA OTC Bulletin Board.

	 	 	 
	 	(i) 	
      “Participants” has the meaning set out in section
    3.1.

	 	 	 
	 	(j) 	
      “Plan” means this Employee Stock Purchase Plan as
      amended, supplemented or restated.

	 	 	 
	 	(k) 	
      “Plan Agent” means the agent appointed by the Company
      from time to time to administer the Plan.

	 	 	 
	 	(l) 	
      “Shares” means shares of the Company’s common
    stock.



3.      
 PARTICIPATION IN THE PLAN 

3.1     Participants. Any
Officer, Director or Employee will be eligible to participate in the Plan.
Eligible Officers, Directors and Employees who elect to participate in the Plan
shall hereinafter be referred to as “Participants”. 

3.2     Enrolment. A Participant may
enter the Plan by providing written notice to the Company of the Participant’s
intention to enrol in the Plan. In the written notice, the Participant shall
specify his or her contribution amount as set out in section 5.1 of the Plan.
Such authorization will take effect three weeks after the Company receives
written notice and the Participant will be eligible as of the next practicable
payroll period. Unless a Participant authorizes changes to his or her payroll
deductions in accordance with section 5.3 or withdraws from the Plan, his or her
deductions under the latest authorization on file with the Company shall
continue from one payment period to the succeeding payment period as long as the
Plan remains in effect. 

3.3     Restrictions. The Company
may deny the right to participate in the Plan to any Officer, Director or
Employee if such participation would cause a violation of any applicable laws.


4.      
THE PLAN AGENT 

4.1     Administration of the
Plan. The Company may, from time to time, appoint a Plan Agent to administer
the Plan on behalf of the Company and the Participants, pursuant to an agreement
between the Company and the Plan Agent which may be terminated by the Company or
the Plan Agent in accordance with its terms. 

4.2     Dealing in the Company’s
Securities. The Plan Agent may, from time to time, for their own account or
on behalf of accounts managed by them, deal in securities of the Company. The
Plan Agent shall not deal in the Shares under this Plan unless in accordance
with the terms of this Plan and shall not purchase for or sell to any account it
is acting as principal. 

4.3     Adherence to
Regulation. The Plan Agent is required to comply with applicable laws,
orders or regulations of any governmental authority which impose on the Plan
Agent a duty to take or refrain from taking any action under the Plan and to
permit any property authorized person to have access to and to examine and make
copies of any records relating to the Plan. 




4.4     Resignation of the Plan
Agent. The Plan Agent may resign as Plan Agent under the Plan in accordance
with the agreement between the Company and the Plan Agent, in which case the
Company will appoint another agent as the Plan Agent. 

5.       METHOD
OF PAYMENT FOR CONTRIBUTIONS 

5.1     Payroll Deduction.
Participants, upon entering the Plan, shall authorize payroll deductions to be
made for the purchase of Shares. A Participant may contribute, on a per pay
period basis, between one percent (1%) to five percent (5%) of a Participant’s
Compensation on each payday. All payroll deductions made by a Participant shall
be credited to his or her account under the Plan. A Participant may not make any
additional payments into such account.

5.2     Company Contribution. The
Company will match each Participant’s contribution by contributing to the Plan
an additional one hundred percent (100%) of the Participant’s payroll deduction.
The Company’s matching contribution will be paid on Participant’s contributions
made to the Plan. For purposes of determining the Company’s contribution in
countries outside the United States, the U.S. dollar equivalent of the
Participant’s contribution for any calendar year will be based on the exchange
rate in effect on the payday.

5.3     Director Contribution. In
event that a Director does not receive Compensation from the Company, a Director
may contribute, on an annual basis, up to $12,500 of their own funds into the
Plan. The Company will match each Director’s contribution by contributing an
additional one hundred percent (100%) of the Director’s contributions. 

5.4     Maximum Contributions. The
maximum annual contributions of the Company under the Plan are in the aggregate
of $200,000 (US) (the “Maximum Annual Contributions”). The Company will match
contributions on a first come first serve basis with the Participants until it
has reached its Maximum Annual Contributions. In the event that the Company
reaches its Maximum Annual Contributions, the Participants will not be allowed
to make any further purchases under the Plan.

5.5     Variation in Amount of
Payroll Deduction. The Participant may authorize increases or decreases in
the amount of payroll deductions. In order to effect such a change in the amount
of the payroll deductions, the Company must receive a minimum of three weeks
written notice of such change in the manner specified by the Company.

6.      
PURCHASE OF SHARES UNDER THE PLAN 

6.1     Purchase of Shares.
Shares purchased under the Plan shall be purchased on the open market by the
Plan Agent. As soon as practicable following each pay period, the Company shall
remit the total contributions to the Plan Agent for the purchase of the Shares.
The Plan Agent will then execute the purchase order and shall allocate Shares
(or fraction thereof) to each Participant’s individual recordkeeping account. In
the event the purchase of Shares takes place over a number of days and at
different prices, then each Participant’s allocation shall be adjusted on the
basis of the average price per Share over such period. 

6.2     Commissions and Administrative
Costs. Commissions relating to the purchase of the Shares under the Plan
will be deducted from the total contributions submitted to the Plan Agent. The
Company will pay all administrative costs associated with the implementation and
operation of the Plan. 




6.3     Shares to be held by Plan
Agent. The Shares purchased under the Plan shall be held by the Plan Agent.
Participants shall receive quarterly statements that will evidence all activity
in the accounts that have been established on their behalf. Such statements will
be issued by the Plan Agent. In the event a Participant wishes to hold
certificates in his or her own name, the Participant must instruct the Plan
Agent independently and bear the costs associated with the issuance of such
certificates and pay, if required, a fee for each certificate so issued.
Fractional Shares shall be liquidated on a cash basis only in lieu of the
issuance of certificates for such fractional Shares upon the Participant’s
withdrawal. 

7.      
SALE OF SHARES PURCHASED UNDER THE PLAN 

7.1     Escrow. The Shares purchased
under the Plan will be escrowed (the “Escrowed Shares”) by the Plan Agent for a
period of twelve months from the date of such purchase (the “Escrow Period”).


7.2     Sale of Shares.
Following the Escrow Period, each Participant may sell at any time all or any
portion of the Shares acquired under the Plan and held by the Plan Agent by
notifying the Plan Agent who will execute the sale on behalf of the Participant.
The Participant shall pay commission and any other expenses incurred with regard
to the sale of the Shares. All such sales of the Shares will be subject to
compliance with any applicable federal or state securities, tax or other laws.
Each participant assumes the risk of any fluctuations in the market price of the
Shares. 

8.       WITHDRAWAL FROM THE
PLAN 

8.1     Withdrawal. Upon the
Company receiving three weeks written notice, a Participant may cease making
contributions to the Plan at any time by changing his or her payroll deduction
to zero. If the Participant desires to withdraw from the Plan by liquidating all
or part of his or her shareholder interest, the Participant must contact the
Plan Agent directly and he or she shall receive the proceeds from the sale less
commission and other expenses on such sale. 

9.    
 TERMINATION OF PARTICIPANTS RIGHTS 

9.1    Termination. The
Participant’s rights under the Plan will terminate when he or she ceases to be
an eligible Participant due to retirement, resignation, death, termination or
any other reason. A notice of withdrawal will be deemed to have been received
from a Participant on the day of his or her final payroll deduction. If a
Participant’s payroll deductions are interrupted by any legal process, a
withdrawal notice will be deemed as having been received on the day the
interruption occurs.

9.2    Disposition of Shares. In the
event of the Participant’s termination under section 9.1, the Participant will
be required to: 

	 	(a) 	
      sell any shares then remaining in the Participant’s
      account;

	 	 	 
	 	(b) 	
      transfer all remaining shares to an individual brokerage
      account; or

	 	 	 
	 	(c) 	
      request the Company’s transfer agent to issue a share
      certificate to the Participant for any shares remaining in the
      Participant’s account.







        Notwithstanding
the above, the Escrowed Shares will continue to be held in escrow by the Plan
Agent until the expiry of the Escrow Period. Following the Escrow Period, the
Participant will be required to dispose of his or her shares in accordance with
this section 9.2. 

9.3    Fractional Shares. Any
fractional shares remaining in the Participant’s account will be sold and the
proceeds will be sent to the Participant. 

9.4    Failure to Notify. If the
Participant does not do any of the options set out in section 9.2 within 30
days, the Participant will be sent a certificate representing his or her whole
Shares. The Participant will also receive a check equal to your proceeds from
the sale of your fractional shares, less applicable transaction and handling
fees. 

10.    MISCELLANEOUS 

10.1  Regulatory Rules and Policies. This Plan
and the purchase of the Shares are also subject to such other terms and
conditions as are set out in the rules and policies of the Exchange, the OTCBB
and any securities commission having authority and such rules and policies shall
be deemed to be incorporated into and become part of this Plan. If there is an
inconsistency between the provisions of such rules and policies and of this
Plan, the provisions of such rules and policies shall govern. 

10.2  Termination or Amendment of the Plan.
Subject to regulatory or Exchange approval, the Board of Directors may amend,
suspend, in whole or in part, or terminate the Plan upon notice to the
Participants without their consent or approval. If the Plan is terminated, the
Plan Agent will send to each Participant a certificate for whole Shares under
the Plan together with payment for any fractions of such Shares, and return all
payroll deductions not used in the purchase of the shares. If the Plan is
suspended, the Plan Agent will make no purchase of the Shares following the
effective date of such suspension. 

10.3  Assignment. A Participant may not assign
his or her right to participate in this Plan.

10.4  Governing Law. This Plan shall be governed
by, and construed in accordance with, the laws of British Columbia.

10.5  Shareholder Approval. This Plan is
subject to the shareholders of the Company ratifying the Plan at the Company’s
next Annual General Meeting (“AGM”). In the event that Shares are purchased
under the Plan prior to the Company’s AGM and the shareholders do not ratify the
Plan at the Company’s AGM, the Plan shall terminate immediately and each
Participant shall reimburse the Company, within 90 days of such termination, for
any contributions made by the Company prior to the AGM.