Destiny Media Technologies Inc. - Exhibit 4.2 - Filed by newsfilecorp.com





DESTINY MEDIA TECHNOLOGIES INC. 

2015 STOCK OPTION PLAN 

1.       
PURPOSE OF PLAN 

1.1      Purpose.
The purpose of the 2015 Stock Option Plan (the “Plan”) of DESTINY
MEDIA TECHNOLOGIES INC., a Nevada corporation, (the “Company”) is to
advance the interests of the Company by encouraging the directors, officers,
employees, management company employees and consultants of the Company, and of
its subsidiaries and affiliates, if any, to acquire common shares in the share
capital of the Company, thereby increasing their proprietary interest in the
Company, encouraging them to remain associated with the Company and furnishing
them with additional incentive in their efforts on behalf of the Company in the
conduct of its affairs. 

2.       
DEFINITIONS 

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

	 	(a) 	
      “Blackout Period” means a period during which
      there is a prohibition on trading in the Company’s securities imposed by
      the Company on Insiders.

	 	 	 
	 	(b) 	
      “Board” means the board of directors of the
      Company or, if the Board so elects, a committee of directors (which may
      consist of only one director) appointed by the Board to administer this
      Plan.

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

	 	 	 
	 	(d) 	
      “Consultant” means an individual who (or a
      corporation or partnership (a “Consultant Company”) of which the
      individual is an employee, shareholder or partner
which):




	 	(i) 	
      is engaged to provide, on an ongoing bona fide
      basis, consulting, technical, management or other services to the
      Company or a subsidiary of the Company other than in relation to a
      distribution of the Company’s securities;

	 	 	 
	 	(ii) 	
      provides the services under a written contract between
      the Consultant or Consultant Company and the Company or
  subsidiary;

	 	 	 
	 	(iii) 	
      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 subsidiary of the Company; and

	 	 	 
	 	(iv) 	
      has a relationship with the Company or subsidiary of the
      Company that enables the individual to be knowledgeable about the business
      and affairs of the Company or subsidiary.




	 	(e) 	
      “Director” means a director of the Company or any
      of its subsidiaries.

	 	 	 
	 	(f) 	
      “Employee” means:




	 	(i) 	
      an individual who is considered an employee of the
      Company or its subsidiary under the Income Tax Act (Canada)(and for
      whom income tax, employment insurance and CPP deductions must be made at
      source);



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	 	(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
      (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.




	 	(g) 	
      “Exchange” means whichever stock exchange on which
      the Shares are listed for trading being either the TSX Venture Exchange
      (the “TSX-V”) or Toronto Stock Exchange (the “TSX
  ”).

	 	 	 
	 	(h) 	
      “Insider” means: (i) Director or Officer; (ii) a
      director or officer of a subsidiary of the Company; or (iii) a person that
      beneficially owns or controls, directly or indirectly, Shares carrying
      more than 10% of the voting rights attached to all outstanding Shares of
      the Company.

	 	 	 
	 	(i) 	
      “Management Company Employee” means an individual
      employed by a person providing management services to the Company, which
      are required for the ongoing successful operation of the business
      enterprise of the Company, but excluding a person engaged in investor
      relations.

	 	 	 
	 	(j) 	
      “Market Price” means the price at which the last
      recorded sale of a board lot of Shares took place on the Exchange during
      the trading day immediately preceding the date of granting the Option and,
      if there was no such sale, the closing price on the preceding trading day
      during which there was such a sale.

	 	 	 
	 	(k) 	
      “Officer” means a chair or vice-chair of the
      Board, 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 its subsidiaries
      or an individual designated as an officer by a resolution of the Board or
      the constating documents of the Company.

	 	 	 
	 	(l) 	
      “Option” means an option to purchase Shares
      granted to an Optionee under this Plan.

	 	 	 
	 	(m) 	
      “Optionee” means a Director, Officer, Employee,
      Management Company Employee or Consultant granted an Option or a
      corporation, other than a Consultant Company, granted an Option where the
      corporation’s only shareholder is a Director, Officer or
  Employee.

	 	 	 
	 	(n) 	
      “Plan” means this stock option plan as amended,
      supplemented or restated.

	 	 	 
	 	(o) 	
      “Shares” means common shares of the
  Company.



3.      
 GRANTING OF OPTIONS 

3.1     
Administration. This Plan shall be administered by the
Board. 

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3.2      Grant by
Resolution. The Board may determine by resolution those
Employees, Management Company Employees, Consultants, Officers and Directors to
whom Options should be granted and grant to them such Options as the Board
determines to be appropriate. 

3.3      Representations to
Employees, Consultants, and Management Company Employees. Every
instrument evidencing an Option granted to an Employee, Consultant or Management
Company Employee shall contain a representation by the Company and the Optionee
that the Optionee is a bona fide Employee, Consultant or Management Company
Employee.

3.4      No Grants if
Listed on NEX. The Board shall not grant any Options if the
Shares are listed on the NEX Board of the TSX-V or the Company has been given
notice that its listing will or might be transferred to NEX.

3.5      Terms of
Option. The Board shall determine and specify in its resolution
the number of Shares that should be placed under Option to each such Employee,
Management Company Employee, Consultant, Officer or Director, the price per
Share to be paid for such Shares upon the exercise of each such Option, and the
period during which such Option may be exercised. 

3.6      Written
Agreement. Every Option shall be evidenced by a written agreement
between the Company and the Optionee. If there is any inconsistency between the
terms of the agreement and this Plan the terms of this Plan shall govern. 

4.      
 CONDITIONS GOVERNING THE GRANTING & EXERCISING OF OPTIONS


4.1      Agreements must
specify Exercise Period and Price, Vesting and Number of Shares.
In granting an Option, the Board must specify a particular time period or
periods during which the Option may be exercised, the exercise price required to
purchase the Shares subject to the Option and any vesting terms and conditions
of the Option, including the number of Shares in respect of which the Option may
be exercised during each such time period. 

4.2      Minimum Exercise Price
of Options. The exercise price of an Option shall not be less
than the Market Price, less, if the Shares are listed on the TSX-V, the maximum
discount permitted by the Exchange, at the time of granting the Option. If the
Optionee is subject to the tax laws of the United States of America and owns (as
determined in accordance with such laws) greater than 10% of the Shares at the
time of granting of the Option the exercise price shall be at least 110% of the
Market Price. If the Shares are listed on the TSX-V, no Options shall be granted
which are exercisable at a price of less than $0.10 per Share. 

4.3      Number of Shares
subject to Option. The number of Shares reserved for issuance to
an Optionee pursuant to an Option, together with all other stock options granted
to the Optionee in the previous 12 months, shall not exceed, at the time of
granting of the Option: 

	 	(a) 	
      5% of the outstanding Shares, unless the Company has
      obtained disinterested shareholder approval or the Shares are listed on
      the TSX;

	 	 	 
	 	(b) 	
      2% of the outstanding Shares, if the Optionee is a
      Consultant and the Shares are listed on the TSX-V; or

	 	 	 
	 	(c) 	
      2% of the outstanding Shares (including all other Shares
      reserved for issuance to all Optionees providing investor relations
      services to the Company), if the Optionee is engaged in providing investor
      relations services to the Company and the Shares are listed on the
      TSX-V.



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4.4      Vesting of
Options. Subject to further vesting requirements required by the
Board on granting of an Option, all Options shall vest and be exercisable on the
following terms: 

	 	(a) 	
      If Optionee is Providing Investor Relations Services:
      If the Optionee is a Consultant providing investor relations services
      to the Company and the Shares are listed on the TSX-V, any Option granted
      to the Consultant must vest in stages over at least 12 months with no more
      than one quarter of the Option vesting in any three month
period.

	 	 	 
	 	(b) 	
      If there is a Change of Control: If a Change of
      Control is agreed to by the Company or events which might lead to a Change
      of Control are commenced by third parties, all Options, subject to the
      Exchange’s approval (if required), shall vest immediately and be fully
      exercisable notwithstanding the terms thereof. For the purposes hereof
      “Change of Control” shall mean:




	 	(i) 	
      any transaction or series of related transactions as a
      result of which any person, entity or group acquires ownership, after the
      date of an Option, of at least 20% of the Shares and they or their
      representatives become a majority of the Board or assume control or
      direction over the management or day-to-day operations of the Company;
      or

	 	 	 
	 	(ii) 	
      an amalgamation, merger, arrangement, business
      combination, consolidation or other reorganization of the Company with
      another entity or the sale or disposition of all or substantially all of
      the assets of the Company, as a result of either of which the Company
      ceases to exist, be publicly traded or the management of the Company or
      Board do not comprise a majority of the management or a majority of the
      board of directors, respectively, of the resulting
  entity,



and to permit Optionees to participate
in any of the foregoing, the Board may make appropriate provision for the
exercise of Options conditional upon the Shares so issued being taken-up and
paid for pursuant to any of the foregoing.

Subject to the approval of the Exchange if the Optionee is a
Consultant providing investor relations services for the Company, the Board may
advance, at any time, the dates upon which any or all Options shall vest and
become exercisable, regardless of the terms of vesting set out in this Plan or
the agreement.

4.5      Exercise of
Options if Specified Value Exceeds USD $100,000. If the Optionee
is subject to the tax laws of the United States of America that part of any
Option entitling the Optionee to purchase Shares having a value of USD $100,000
or less shall be treated as an ‘Incentive Stock Option’ under United States
Internal Revenue Code (so that the Optionee may defer the payment of tax
on such Shares until the year in which such Shares are disposed of by the
Optionee). For the purposes hereof value is determined by multiplying the number
of shares which are subject to the Option times the Market Price (at the time of
granting of the Option). That part of any Option on Shares having a value in
excess of USD $100,000 shall be treated as a non-qualifying stock option for the
purposes of the Code and shall not entitle the Optionee to such tax deferral.


4.6      Expiry of
Options. Each Option shall expire not later than 10 years from
the day on which the Option is granted. 

4.7      Expiry of Options
during or immediately after Trading Blackout Periods. If an
Option expires during, or within five trading days after, a Blackout Period
then, notwithstanding Section 4.6 or the terms of the Option, the term of the
Option shall be extended and the Option shall expire 10 trading days after the
termination of the Blackout Period.

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4.8      Death or
Disability of Optionee. If an Optionee dies or suffers a
Disability prior to the expiry of an Option, the Optionee’s legal
representatives, before the earlier of the expiry date of the Option and the
first anniversary of the Optionee’s death or Disability, may exercise that
portion of an Option which has vested as at the date of death or Disability. For
the purposes hereof “Disability” shall mean any inability of the Optionee
arising due to medical reasons which the Board considers likely to permanently
prevent or substantially impair Optionee being an Employee, Management Company
Employee, Consultant, Officer or Director.

4.9      Cessation as an
Optionee (With Cause). If an Optionee ceases to be a Director,
Officer, Consultant, Employee or Management Company Employee by reason of
termination or removal for cause any Option shall terminate immediately on such
termination or removal and not be exercisable by the Optionee unless otherwise
determined by the Board. 

4.10    Cessation as an Optionee (Without
Cause). If an Optionee ceases to be any of a Director, Officer,
Consultant, Employee or Management Company Employee for any reason except as
provided in sections 4.8 or 4.9, any Option shall be exercisable to the extent
that it has vested and was exercisable as at the date of such cessation, unless
further vesting is permitted by the Board, and must terminate on the earlier of
the expiry date of the Option and: 

	 	(a) 	
      the 90th day after the Optionee ceased to be
      any of a Director, Officer, Consultant, Employee or Management Company
      Employee, or such later date as may be reasonably determined by the Board;
      or

	 	 	 
	 	(b) 	
      if the Optionee is subject to the tax laws of the United
      States of America, the earlier of the 90th day and the third
      month after the Optionee ceased to be an Employee or
  Officer.



4.11    No Assignment of
Options. No Option or any right thereunder or in respect thereof
shall be transferable or assignable otherwise than by will or pursuant to the
laws of succession except that, if permitted by the rules and policies of the
Exchange, an Optionee shall have the right to assign any Option (other than an
‘Incentive Stock Option’ under United States Internal Revenue Code) to a
corporation wholly-owned by them.

4.12    Restriction on Resale of
Shares Issued on Exercise of an Option. Unless an Option is
exercisable for a price equal to or above the Market Price at the time the
Option is granted or the Shares are listed on the TSX, all Shares issued upon
the exercise of the Option shall be subject to a four month hold period from the
time the Option was exercised and, in accordance with the TSX-V’s policies, the
certificates representing such Shares shall be legended accordingly.

4.13    Notice of Exercise of an
Option. Options shall be exercised only in accordance with the
terms and conditions of the agreements under which they are respectively granted
and shall be exercisable only by notice in writing to the Company. 

4.14    Payment on Exercise of an
Option. Options may be exercised in whole or in part at any time
prior to their lapse or termination. Shares purchased by an Optionee on exercise
of an Option shall be fully paid for in cash or by certified cheque, bank draft
or money order at the time of their purchase. 

4.15    Condition to Issuance of
Shares. The Board may require, as a condition of the issuance of
Shares or delivery of certificates representing such Shares upon the exercise of
any Option and to ensure compliance with any applicable laws, regulations,
rules, orders and requirements that the Optionee or the Optionee’s heirs,
executors or other legal representatives, as applicable, make such covenants,
agreements and representations as the Board deems necessary or desirable. 

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4.16    Withholding or Deductions of
Taxes. The Company may deduct, withhold or require an Optionee,
as a condition of exercise of an Option, to withhold, pay, remit or reimburse
any taxes or similar charges, which are required to be paid, remitted or
withheld in connection with the exercise of any Option.

5.       
RESERVATION OF SHARES FOR OPTIONS 

5.1      Sufficient
Authorized Shares to be Reserved. Whenever the constating
documents of the Company limit the number of authorized Shares, a sufficient
number of Shares shall be reserved by the Board to satisfy the exercise of
Options. Shares that were the subject of Options that have lapsed or terminated
shall thereupon no longer be in reserve and may once again be subject to an
Option. 

5.2      Maximum Number of
Shares to be Reserved Under Plan. The aggregate number of Shares
which may be subject to issuance pursuant to Options shall be 2,650,000.
If any Option expires or otherwise terminates for any reason without having been
exercised in full, the number of Shares in respect of such expired or terminated
Option shall again be available for the purposes of granting Options pursuant to
this Plan. 

5.3      Maximum Number of
Shares Reserved for Insiders. All Options, together with all of
the Company’s other previously granted stock options, stock option plans,
employee stock purchase plans or any other compensation or incentive mechanisms
involving the issuance or potential issuance of Shares, shall not result, at the
time of granting, in: 

	 	(a) 	
      the number of Shares reserved for issuance pursuant to
      Options granted to Insiders exceeding 10% of the Shares
  outstanding;

	 	 	 
	 	(b) 	
      the issuance to Insiders, within a one year period, of
      Shares totalling in excess of 10% of the Shares outstanding; or

	 	 	 
	 	(c) 	
      the issuance to any one individual, within a one year
      period, of Shares totalling in excess of 5% of the Shares
    outstanding,



unless the disinterested shareholders have approved
thereof.

6.       
CAPITAL REORGANIZATIONS 

6.1      Share
Consolidation or Subdivision. If the Shares are at any time
subdivided or consolidated, the number of Shares reserved for Options shall be
similarly increased or decreased and the price payable for any Shares that are
then subject to issuance shall be decreased or increased proportionately, as the
case may require, so that upon exercising each Option the same proportionate
shareholdings at the same aggregate purchase price shall be acquired after such
subdivision or consolidation as would have been acquired before. 

6.2      Stock
Dividend. If the Shares are at any time changed as a result of
the declaration of a stock dividend thereon, the number of Shares reserved for
Options and the price payable for any Shares that are then subject to issuance
may be adjusted by the Board to such extent as they deem proper in their
absolute discretion. 

6.3      No Fractional
Shares. No adjustment made pursuant to this Part shall require
the Company to issue a fraction of a Share and any fractions of a Share shall be
rounded up or down to the nearest whole number, with one-half a Share being
rounded up to one Share.

6.4      No Adjustment for
Cash Dividends or Rights Offerings. No adjustment shall be made
to any Option pursuant to this Part in respect of the payment of any cash
dividend or the distribution to the shareholders of the Company of any rights to
acquire Shares or other securities of the Company. 

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7.      
 EXCHANGE’S RULES & POLICIES GOVERN & APPLICABLE
LAW 

7.1      Exchange’s Rules and
Policies Apply. This Plan and the granting and exercise of any
Options are also subject to such other terms and conditions as are set out in
the rules and policies on stock options of the Exchange and any securities
commission having authority and such rules and policies shall be deemed to be
incorporated into and become a 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. 

7.2      Compliance With
Applicable Laws. Notwithstanding anything herein to the contrary,
the Company shall not be obliged to cause any Shares to be issued or
certificates evidencing Shares to be delivered pursuant to this Plan, where
issuance and delivery is not, or would result in the Company not, being in
compliance with all applicable laws, regulations, rules, orders of governmental
or regulatory authorities and the requirements of the Exchange. If any
provision of this Plan, any Option or any agreement entered into pursuant to
this Plan contravenes any applicable law, rule, regulation or order, or any
policy, bylaw or regulation of the Exchange or any regulatory body having
authority over the Company or this Plan, such provision shall be deemed to be
amended to the extent required to bring such provision into compliance
therewith, but the Company shall not be responsible to pay and shall not incur
any penalty, liability or further obligation in connection therewith. 

7.3      No Obligation to File
Prospectus. The Company shall not be liable to compensate any
Optionee and in no event shall it be obliged to take any action, including the
filing of any prospectus, registration statement or similar document, in order
to permit the issuance and delivery of any Shares upon the exercise of any
Option in order to comply with any applicable laws, regulations, rules, orders
or requirements of any securities regulatory authority. 

7.4      Governing
Law. This Plan shall be governed by, and construed in accordance
with, the laws of the Province of British Columbia and the federal laws of
Canada applicable therein. 

8.       
AMENDMENT OF PLAN & OPTIONS 

8.1      Board May Amend Plan or
Options. The Board may amend or terminate this Plan or any
Options but no such amendment or termination, except with the written consent of
the Optionees concerned or unless required to make this Plan or the Options
comply with the rules and policies of the Exchange, shall affect the terms and
conditions of Options which have not then been exercised or terminated. 

8.2      Shareholder
Approval. The approval of disinterested shareholders for an
amendment to this Plan or any Option shall be required in respect of Options
granted to Insiders involving: 

	 	(a) 	
      a reduction of the exercise price, including a reduction
      effected by cancelling an existing Option and granting a new Option
      exercisable at a lower price within the subsequent one year period, if the
      Shares are listed on the TSX-V, or three month period, if the Shares are
      listed on the TSX; or

	 	 	 
	 	(b) 	
      an extension of the exercise period, if the Shares are
      listed on the TSX, unless the extension arises from a Blackout
    Period.



Approval by all holders of Shares, whether the holders are
disinterested shareholders or not, is required for: 

7 





	 	(a) 	
      an increase in the number of Shares, or percentage of the
      outstanding Shares, reserved for issuance under this Plan; or

	 	 	 
	 	(b) 	
      a change from a fixed number to a fixed percentage of the
      outstanding Shares, or from a fixed percentage to a fixed number, in the
      number of Shares reserved for issuance under this
Plan.



No approval by any holders of Shares is required for: 

	 	(a) 	
      an amendment to comply with applicable law or rules of
      the Exchange or of a ‘housekeeping’ nature required to correct
      typographical and similar errors;

	 	 	 
	 	(b) 	
      a change to the vesting provisions;

	 	 	 
	 	(c) 	
      a change to the termination provisions, other than an
      extension of an Option to a new expiry date that falls outside the maximum
      term currently permitted by this Plan when the Option was first granted;
      and

	 	 	 
	 	(d) 	
      a reduction of the exercise price of an Option, including
      a reduction effected by cancelling an existing Option and granting a new
      Option exercisable at a lower price, or an extension of the exercise
      period, if the Optionee is not an Insider.



8.3      Exchange Approval
Required. Any amendment to this Plan or Options shall not become
effective until such amendments have been accepted for filing by the Exchange.


9.    
   PLAN DOES NOT AFFECT OTHER COMPENSATION PLANS


9.1      Other Plans Not
Affected. This Plan shall not in any way affect the policies or
decisions of the Board in relation to the remuneration of Directors, Officers,
Consultants, Employees and Management Company Employee. 

10.      OPTIONEE’S RIGHTS AS A
SHAREHOLDER 

10.1    No Rights Until Option
Exercised. An Optionee shall be entitled to the rights pertaining
to share ownership, such as to dividends, only with respect to Shares that have
been fully paid for and issued to the Optionee upon exercise of an Option. 

11.      EFFECTIVE DATE &
EXPIRY OF PLAN 

11.1    Effective Date.
This Plan has been adopted by the Board subject to the approval of the
Exchange and if so approved, subject to the discretion of the Board, the Plan
shall become effective upon such approvals being obtained. Thereafter this Plan
shall be approved by the holders of the Shares annually, if the Shares are
listed on the TSX-V, or tri-annually, if the Shares are listed on the TSX. If
such annual approvals are not obtained, Options may no longer be granted.
Options may be granted, but cannot be exercised, prior to the receipt of such
approvals.

11.2    Termination. This
Plan shall terminate upon a resolution to that effect being passed by the Board.
Any Options shall continue to be exercisable according to their terms after the
termination of this Plan. 

Adopted by the Board of Directors on June 4, 2015. 

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