Urban Barns Foods Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






2014 STOCK OPTION PLAN 
OF 
URBAN BARNS
FOODS INC. 


	Urban Barns Foods Inc.
290 Lakeshore
      Road, Suite 205 
Pointe-Claire, Quebec 
Canada H9S 4L3
	  
  


ARTICLE 1. THE PLAN 

1.1 Title 

This plan is entitled the “2014 Stock Option Plan” (the
“Plan”) of Urban Barns Foods Inc., a Nevada corporation (the
“Company”). 

1.2 Purpose 

The purpose of the Plan is to enhance the long-term stockholder
value of the Company by offering opportunities to directors, officers, employees
and eligible consultants of the Company and any Related Company, as defined
below, to acquire and maintain stock ownership in the Company in order to give
these persons the opportunity to participate in the Company’s growth and
success, and to encourage them to remain in the service of the Company or a
Related Company. 

ARTICLE 2. DEFINITIONS 

The following terms will have the following meanings in the
Plan: 

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

	 	 	 
	 	(b) 	
      “Cause”, unless otherwise defined in the
      instrument evidencing an Option or in a written employment or services
      agreement between a Participant and the Company or a Related Company,
      means a material breach of the employment or services agreement,
      dishonesty, fraud, misconduct, unauthorized use or disclosure of
      confidential information or trade secrets, or conviction or confession of
      a crime punishable by law (except minor violations), in each case as
      determined by the Plan Administrator, and its determination shall be
      conclusive and binding;

	 	 	 
	 	(c) 	
      “Code” means the United States Internal Revenue
      Code of 1986, as amended from time to time;

	 	 	 
	 	(d) 	
      “Class A Common Shares” means the Class A common
      shares, $0.001 par value, of the Company;



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	 	(e) 	
      “Consultant Participant” means a Participant who
      is defined as a Consultant Participant in Article 5;

	 	 	 	 
	 	(f) 	
      “Corporate Transaction”, unless otherwise defined
      in the instrument evidencing an Option or in a written employment or
      services agreement between a Participant and the Company or a Related
      Company, means consummation of either.

	 	 	 	 
	 		(i) 	
      a merger or consolidation of the Company with or into any
      other corporation, entity or person; or

	 	 	 	 
	 		(ii) 	
      a sale, lease, exchange or other transfer in one
      transaction or a series of related transactions of all or substantially
      all the Company’s outstanding securities or all or substantially all the
      Company’s assets; provided, however, that a Corporate Transaction shall
      not include a Related Party Transaction;

	 	 	 	 
	 	(g) 	
      “Disability”, unless otherwise defined by the Plan
      Administrator, means a mental or physical impairment of the Participant
      that is expected to result in death or that has lasted or is expected to
      last for a continuous period of 12 months or more and that causes the
      Participant to be unable, in the opinion of the Company, to perform his or
      her duties for the Company or a Related Company and to be engaged in any
      substantial gainful activity;

	 	 	 	 
	 	(h) 	
      “Employment Termination Date” means, with respect
      to a Participant, the first day upon which the Participant no longer has
      an employment or service relationship with the Company or any Related
      Company;

	 	 	 	 
	 	(i) 	
      “Exchange Act” means the United States
      Securities Exchange Act of 1934, as amended;

	 	 	 	 
	 	(j) 	
      “Fair Market Value” means the per share value of
      the Class A Common Shares determined as follows:

	 	 	 	 
	 		(i) 	
      if the Class A Common Shares are listed on a stock
      exchange or exchanges or the NASDAQ Stock Market, the closing price per
      share on the last trading day immediately preceding such date on the
      principal exchange on which it is traded or as reported by NASDAQ;
    or

	 	 	 	 
	 		(ii) 	
      if the Class A Common Shares are not then listed on an
      exchange or the NASDAQ Stock Market, but are quoted on the OTC Bulletin
      Board, the OTCQX, the OTCQB or the OTC Pink marketplaces, the average of
      the closing bid and asked prices per share for the Class A Common Shares
      as quoted by NASDAQ,  www.otcbb.com or
       www.otcmarkets.com as
      the case may be, on the last trading day immediately preceding such date;
      or



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	 		(iii) 	
      if there is no such reported market for the Class A
      Common Shares for the date in question, then an amount determined in good faith by
the Plan Administrator; 

	 	 	
        
	 	(k) 	
      “Grant Date” means the date on which the Plan
      Administrator completes the corporate action relating to the grant of an
      Option or such later date specified by the Plan Administrator, and on
      which all conditions precedent to the grant have been satisfied, provided
      that conditions to the exercisability or vesting of Options shall not
      defer the Grant Date;

	 	 	 	 
	 	(l) 	
      “Nonqualified Stock Option” means an Option other
      than an Incentive Stock Option;

	 	 	 	 
	 	(m) 	
      “Option” means the right to purchase Class A
      Common Shares granted under Article 7;

	 	 	 	 
	 	(n) 	
      “Option Expiration Date” has the meaning set forth
      in Section 7.6;

	 	 	 	 
	 	(o) 	
      “Option Term” has the meaning set forth in Section
      7.3;

	 	 	 	 
	 	(p) 	
      “Participant” means the person to whom an Option
      is granted and who meets the eligibility requirements imposed by Article
      5, including a Consultant Participant;

	 	 	 	 
	 	(q) 	
      “Plan Administrator” has the meaning set forth in
      Section 3.1;

	 	 	 	 
	 	(r) 	
      “Related Company” means any entity that, directly
      or indirectly, is in control of or is controlled by the Company;

	 	 	 	 
	 	(s) 	
      “Related Party Transaction” means:

	 	 	 	 
	 		(i) 	
      a merger or consolidation of the Company in which the
      holders of Class A Common Shares immediately prior thereto hold at least a
      majority of the Class A Common Shares in the Successor Corporation
      immediately thereafter;

	 	 	 	 
	 		(ii) 	
      a sale, lease, exchange or other transaction in one
      transaction or a series of related transactions of all or substantially
      all the Company’s assets to a wholly-owned subsidiary
  corporation;

	 	 	 	 
	 		(iii) 	
      a mere reincorporation of the Company; or

	 	 	 	 
	 		(iv) 	
      a transaction undertaken for the sole purpose of creating
      a holding company that will be owned in substantially the same proportion
      by the persons who held the Company’s securities immediately before such
      transaction;



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	 	(u) 	
      “Retirement”, unless otherwise defined by the Plan
      Administrator from time to time for purposes of the Plan, means retirement on or
      after the individual’s normal retirement date under the Company’s 401(k)
      plan or other similar successor plan applicable to salaried
    employees;

	 	 	 
	 	(v) 	
      “Securities Act” means the United States
      Securities Act of 1933, as amended;

	 	 	 
	 	(w) 	
      “Successor Corporation” has the meaning set forth
      in Section 10.3; and

	 	 	 
	 	(x) 	
      “Vesting Commencement Date” means the Grant Date
      or such other date selected by the Plan Administrator as the date from
      which the Option begins to vest for purposes of Section
  7.4.



ARTICLE 3. ADMINISTRATION 

3.1 Plan Administrator 

The Plan shall be administered by the Board or a committee
appointed by, and consisting of two or more members of, the Board (the “Plan
Administrator”). If and so long as the Class A Common Shares are registered
under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in
selecting the members of any committee acting as Plan Administrator, with
respect to any persons subject or likely to become subject to Section 16 of the
Exchange Act, the provisions regarding: (a) “outside directors”, as
contemplated by Section 162(m) of the Code and (b) “nonemployee
directors”, as contemplated by Rule 16b-3 under the Exchange Act. Committee
members shall serve for such term as the Board may determine, subject to removal
by the Board at any time. At any time when no committee has been appointed to
administer the Plan, then the Board will be the Plan Administrator. 

3.2 Administration and Interpretation by Plan
Administrator 

Except for the terms and conditions explicitly set forth in the
Plan, the Plan Administrator shall have exclusive authority, in its discretion,
to determine all matters relating to Options under the Plan, including the
selection of individuals to be granted Options, the type of Options, the number
of Class A Common Shares subject to an Option, all terms, conditions,
restrictions and limitations, if any, of an Option and the terms of any
instrument that evidences the Option. The Plan Administrator shall also have
exclusive authority to interpret the Plan and the terms of any instrument
evidencing the Option and may from time to time adopt and change rules and
regulations of general application for the Plan’s administration. The Plan
Administrator’s interpretation of the Plan and its rules and regulations, and
all actions taken and determinations made by the Plan Administrator pursuant to
the Plan, shall be conclusive and binding on all parties involved or affected.
The Plan Administrator may delegate administrative duties to such of the
Company’s officers as it so determines. 

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ARTICLE 4. STOCK SUBJECT TO THE PLAN 

4.1 Authorized Number of Shares 



Subject to adjustment from time to time as provided in Article 10.1, the number of Class A Common Shares available for issuance under the Plan shall be a maximum of 10% of the Company’s issued and outstanding Class A Common Shares from time to
time. 


4.2 Reuse of Shares 


Any Class A Common Shares that have been made subject to an Option that cease to be subject to such Option (other than by reason of exercise or settlement of the Option to the extent it is exercised for or settled in shares) shall again be available
for issuance in connection with future grants of Options under the Plan. In the event shares issued under the Plan are reacquired by the Company pursuant to any forfeiture provision or right of repurchase, such shares shall again be available for
the purposes of the Plan; provided, however, that the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the share number stated in Section 4.1, subject to adjustment from time to time as provided in
Section 10.1; and provided, further, that for purposes of Section 4.3, any such shares shall be counted in accordance with the requirements of Section 162(m) of the Code. 


ARTICLE 5. ELIGIBILITY 


An Option may be granted to any officer, director or employee of the Company or a Related Company that the Plan Administrator from time to time selects. An Option may also be granted to any consultant, agent, advisor or independent contractor who
provides services to the Company or any Related Company (a “Consultant Participant”), so long as such Consultant Participant: (a) is a natural person or an alter ego entity of the natural person providing the services; (b) renders
bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction; and (c) does not directly or indirectly promote or maintain a market for the Company’s securities.



ARTICLE 6. OPTIONS 


6.1 Form and Grant of Options 


The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Options to be granted under the Plan. Options may be granted singly or in combination. 


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6.2 Settlement of Options 


The Company may settle Options through the delivery of Class A Common Shares, the granting of replacement Options or any combination thereof as the Plan Administrator shall determine. Any Option settlement, including payment deferrals or payments
deemed made by way of the settlement of pre-existing indebtedness from the Company, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or require the
deferral of any Option payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred stock
equivalents. 



ARTICLE 7. GRANTS OF OPTIONS 


7.1 Grant of Options 


The Plan Administrator shall have the authority, in its sole discretion, to grant Options as Nonqualified Stock Options. 


7.2 Option Exercise Price 


The exercise price for any Class A Common Shares purchased under an Option shall be as determined by the Plan Administrator. 


7.3 Term of Options 


Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the “Option Term”) shall be as established for that Option by the Plan Administrator
or, if not so established, shall be ten (10) years from the Grant Date. 


7.4 Exercise of Options 


The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the
Plan Administrator at any time. 


The Plan Administrator, in its sole discretion, may adjust the vesting schedule of an Option held by a Participant who works less than “full-time” as that term is defined by the Plan Administrator or who takes a Company-approved
leave of absence. 


To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to the Company of a written stock option exercise agreement or notice, in a form and in accordance with
procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such
representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of
shares at any one time, as determined by the Plan Administrator. 


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7.5 Payment of Exercise Price 


The exercise price for Class A Common Shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be
in accordance with the requirements of the Chapter 78 of the Nevada Revised Statutes and the Articles of Incorporation and Bylaws of the Company in effect at such time, must be paid before the Company will issue the shares being purchased and must be in a form or a
combination of forms acceptable to the Plan Administrator for that purchase. As
set forth in Section 6.2, any Option settlement, including payment deferrals or
payments deemed made by way of the settlement of pre-existing indebtedness from
the Company, may be subject to such conditions, restrictions and contingencies
as the Plan Administrator shall determine. 

7.6 Post-Termination Exercises 

The Plan Administrator shall establish and set forth in each
instrument that evidences an Option whether the Option shall continue to be
exercisable, and the terms and conditions of such exercise, if the Participant
ceases to be employed by, or to provide services to, the Company or a Related
Company, which provisions may be waived or modified by the Plan Administrator at
any time. If not so established in the instrument evidencing the Option, the
Option shall be exercisable according to the following terms and conditions,
which may be waived or modified by the Plan Administrator at any time: 

	 	(a) 	
      Except as otherwise set forth in this Section 7.6, any
      portion of an Option that is not vested and exercisable on the Employment
      Termination Date shall expire on such date.

	 	 	 	 
	 	(b) 	
      Any portion of an Option that is vested and exercisable
      on the Employment Termination Date shall expire on the earliest to occur
      of:

	 	 	 	 
	 		(i) 	
      if the Participant’s Employment Termination Date occurs
      for reasons other than Cause, Retirement, Disability or death, the day
      which is three (3) months after such Employment Termination
Date;

	 	 	 	 
	 		(ii) 	
      if the Participant’s Employment Termination Date occurs
      by reason of Retirement, Disability or death, the one (1) year anniversary
      of such Employment Termination Date; and



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	 		(iii) 	
      the last day of the Option Term (the “Option
      Expiration Date”).



Notwithstanding the foregoing, if the Participant dies after
his or her Employment Termination Date but while an Option is otherwise
exercisable, the portion of the Option that is vested and exercisable on such
Employment Termination Date shall expire upon the earlier to occur of (a) the
Option Expiration Date and (b) the one (1) year anniversary of the date of
death, unless the Plan Administrator determines otherwise. 

Also notwithstanding the foregoing, in case of termination of
the Participant’s employment or service relationship for Cause, all Options
granted to that Participant shall automatically expire upon first notification
to the Participant of such termination, unless the Plan Administrator determines
otherwise. If a Participant’s employment or service relationship with the
Company is suspended pending an investigation of whether the Participant shall
be terminated for Cause, all the Participant’s rights under any Option shall
likewise be suspended during the period of investigation. If any facts that
would constitute termination for Cause are discovered after the Participant’s relationship with the Company or a Related
Company has ended, any Option then held by the Participant may be immediately
terminated by the Plan Administrator, in its sole discretion. 

	 	(c) 	
      A Participant’s transfer of employment or service
      relationship between or among the Company and any Related Company, or a
      change in status from an employee to a consultant, agent, advisor or
      independent contractor or a change in status from a consultant, agent,
      advisor or independent contractor to an employee, shall not be considered
      a termination of employment or service relationship for purposes of this
      Article 7. Unless the Plan Administrator determines otherwise, a
      termination of employment or service relationship shall be deemed to occur
      if a Participant’s employment or service relationship is with an entity
      that has ceased to be a Related Company.

	 	 	 
	 	(d) 	
      The effect of a Company-approved leave of absence on the
      application of this Article 7 shall be determined by the Plan
      Administrator, in its sole discretion.

	 	 	 
	 	(e) 	
      If a Participant’s employment or service relationship
      with the Company or a Related Company terminates by reason of Disability
      or death, the Option shall become fully vested and exercisable for all the
      Class A Common Shares subject to the Option. Such Option shall remain
      exercisable for the time period set forth in this Section
  7.6.



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ARTICLE 8. WITHHOLDING 

8.1 General 

The Company may require the Participant to pay to the Company
the amount of any taxes that the Company is required by applicable federal,
state, provincial, local or foreign law to withhold with respect to the grant,
vesting or exercise of an Option. The Company shall not be required to issue any
Class A Common Shares under the Plan until such obligations are satisfied. 

8.2 Payment of Withholding Obligations in Cash or Shares


The Plan Administrator may permit or require a Participant to
satisfy all or part of his or her tax withholding obligations by: 

	 	(a) 	
      paying cash to the Company;

	 	 	 
	 	(b) 	
      having the Company withhold from any cash amounts
      otherwise due or to become due from the Company to the
  Participant;

	 	 	 
	 	(c) 	
      having the Company withhold a portion of any Class A
      Common Shares that would otherwise be issued to the Participant having a
      value equal to the tax withholding obligations (up to the employer’s
      minimum required tax withholding rate); or

	 	 	 
	 	(d) 	
      surrendering any Class A Common Shares that the
      Participant previously acquired having a value equal to the tax
      withholding obligations (up to the employer’s minimum required tax
      withholding rate to the extent the Participant has held the surrendered
      shares for less than six months).



ARTICLE 9. ASSIGNABILITY 

Neither an Option nor any interest therein may be assigned,
pledged or transferred by the Participant or made subject to attachment or
similar proceedings other than by will or by the applicable laws of descent and
distribution, and, during the Participant’s lifetime, such Options may be
exercised only by the Participant. Notwithstanding the foregoing, and to the
extent permitted by Section 422 of the Code, the Plan Administrator, in its sole
discretion, may permit a Participant to assign or transfer an Option or may
permit a Participant to designate a beneficiary who may exercise the Option or
receive payment under the Option after the Participant’s death; provided,
however, that any Option so assigned or transferred shall be subject to all the
terms and conditions of the Plan and those contained in the instrument
evidencing the Option. 

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ARTICLE 10. ADJUSTMENTS 

10.1 Adjustment of Shares 

In the event, at any time or from time to time, a stock
dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to stockholders other than
a normal cash dividend, or other change in the Company’s corporate or capital
structure, including, without limitation, a Related Party Transaction, results
in (a) the outstanding Class A Common Shares, or any securities exchanged
therefor or received in their place, being exchanged for a different number or
kind of securities of the Company or of any other corporation or (b) new,
different or additional securities of the Company or of any other corporation
being received by the holders of Class A Common Shares, then the Plan
Administrator shall make proportional adjustments in (i) the maximum number and
kind of securities subject to the Plan and issuable as Incentive Stock Options
as set forth in Article 4 and the maximum number and kind of securities that may
be made subject to Options and to Options to any individual as set forth in
Section 4.3, and (ii) the number and kind of securities that are subject to any
outstanding award and the per share price of such securities, without any change
in the aggregate price to be paid therefor. The determination by the Plan
Administrator as to the terms of any of the foregoing adjustments shall be
conclusive and binding. Notwithstanding the foregoing, a dissolution or
liquidation of the Company or a Corporate Transaction shall not be governed by
this Section 10.1 but shall be governed by Sections 10.2 and 10.3, respectively.


10.2 Dissolution or Liquidation 

To the extent not previously exercised or settled, and unless
otherwise determined by the Plan Administrator in its sole discretion, Options
shall terminate immediately prior to the dissolution or liquidation of the
Company. To the extent a forfeiture provision or repurchase right applicable to
an Option has not been waived by the Plan Administrator, the Option shall be
forfeited immediately prior to the consummation of the dissolution or
liquidation. 

10.3 Corporate Transaction 

	 	(a) 	
      In the event of a Corporate Transaction, except as
      otherwise provided in the instrument evidencing an Option (or in a written
      employment or services agreement between a Participant and the Company or
      Related Company) and except as provided in subsection (b) below, each
      outstanding Option shall be assumed or an equivalent option or right
      substituted by the surviving corporation, the successor corporation or its
      parent corporation, as applicable (the “Successor
    Corporation”).

	 	 	 
	 	(b) 	
      If, in connection with a Corporate Transaction, the
      Successor Corporation refuses to assume or substitute for an Option, then
      each such outstanding Option shall become fully vested and exercisable
      with respect to 100% of the unvested portion of the Option. In such case,
      the Plan Administrator shall notify the Participant in writing that the
      unvested portion of the Option specified above shall be fully vested and
      exercisable for a specified time period. At the expiration of the
    time period, the Option shall terminate, provided that the
      Corporate Transaction has occurred.



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	 	(c) 	
      For the purposes of this Section 10.3, the Option shall
      be considered assumed or substituted for if following the Corporate
      Transaction the option or right confers the right to purchase or receive,
      for each Class A Common Share subject to the Option immediately prior to
      the Corporate Transaction, the consideration (whether stock, cash, or
      other securities or property) received in the Corporate Transaction by
      holders of Class A Common Shares for each share held on the effective date
      of the transaction (and if holders were offered a choice of consideration,
      the type of consideration chosen by the holders of a majority of the
      outstanding shares); provided, however, that if such consideration
      received in the Corporate Transaction is not solely common shares of the
      Successor Corporation, the Plan Administrator may, with the consent of the
      Successor Corporation, provide for the consideration to be received upon
      the exercise of the Option, for each Class A Common Share subject thereto,
      to be solely common shares of the Successor Corporation substantially
      equal in fair market value to the per share consideration received by
      holders of Class A Common Shares in the Corporate Transaction. The
      determination of such substantial equality of value of consideration shall
      be made by the Plan Administrator and its determination shall be
      conclusive and binding.

	 	 	 
	 	(d) 	
      All Options shall terminate and cease to remain
      outstanding immediately following the Corporate Transaction, except to the
      extent assumed by the Successor Corporation.



10.4 Further Adjustment of Options 

Subject to Sections 10.2 and 10.3, the Plan Administrator shall
have the discretion, exercisable at any time before a sale, merger,
consolidation, reorganization, liquidation or change of control of the Company,
as defined by the Plan Administrator, to take such further action as it
determines to be necessary or advisable, and fair and equitable to the
Participants, with respect to Options. Such authorized action may include (but
shall not be limited to) establishing, amending or waiving the type, terms,
conditions or duration of, or restrictions on, Options so as to provide for
earlier, later, extended or additional time for exercise, lifting restrictions
and other modifications, and the Plan Administrator may take such actions with
respect to all Participants, to certain categories of Participants or only to
individual Participants. The Plan Administrator may take such action before or
after granting Options to which the action relates and before or after any
public announcement with respect to such sale, merger, consolidation,
reorganization, liquidation or change of control that is the reason for such
action. 

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10.5 Limitations 

The grant of Options shall in no way affect the Company’s right
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets. 

10.6 Fractional Shares 

In the event of any adjustment in the number of Class A Common
Shares covered by any Option, each such Option shall cover only the number of
full shares resulting from such adjustment. 

ARTICLE 11. AMENDMENT AND TERMINATION 

11.1 Amendment or Termination of Plan 

The Board may suspend, amend or terminate the Plan or any
portion of the Plan at any time and in such respects as it shall deem advisable;
provided, however, and only if applicable, that to the extent required for
compliance with Section 422 of the Code or any applicable law or regulation
only, stockholder approval shall be required for any amendment that would: 

	 	(a) 	
      increase the total number of Class A Common Shares
      available for issuance under the Plan;

	 	 	 
	 	(b) 	
      modify the class of employees eligible to receive
      Options; or

	 	 	 
	 	(c) 	
      otherwise require stockholder approval under any
      applicable law or regulation.



Any amendment made to the Plan that would constitute a
“modification” to Incentive Stock Options outstanding on the date of such
amendment shall not, without the consent of the Participant, be applicable to
such outstanding Incentive Stock Options but shall have prospective effect only.


11.2 Term of Plan 

Unless sooner terminated as provided herein, the Plan shall
terminate ten (10) years after the earlier of the Plan’s adoption by the
Board or its approval by the stockholders. 

11.3 Consent of Participant 

The suspension, amendment or termination of the Plan or a
portion thereof or the amendment of an outstanding Option shall not, without the
Participant’s consent, materially adversely affect any rights under any Option
theretofore granted to the Participant under the Plan. Any change or adjustment
to an outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a “modification”
that would cause such Incentive Stock Option to fail to continue to qualify as
an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made
pursuant to this Article 11 shall not be subject to these restrictions. 

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ARTICLE 12. GENERAL 

12.1 Evidence of Options 



Options granted under the Plan shall be evidenced by a written instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan. 


12.2 No Individual Rights 


Nothing in the Plan or any Option granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the
Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without Cause. 


12.3 Issuance of Shares 


Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any Class A Common Shares under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the
Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar
entity. 


The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under state securities laws, any Class A Common Shares, security or
interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made. The Company may issue certificates for Class A Common Shares with such legends and subject to such
restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal and state securities laws. 


To the extent the Plan or any instrument evidencing an Option provides for the issuance of stock certificates to reflect any Class A Common Shares, the issuance may be effected on a noncertificated basis to the extent not prohibited by applicable
law or the applicable rules of any stock exchange. 


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12.4 No Rights as a Stockholder 


No Option denominated in units shall entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the Plan of the Class A Common Shares that are the subject of such Option. 


12.5 Compliance With Laws and Regulations 


Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers or directors of
the Company subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other
Participants. Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock
option” within the meaning of Section 422 of the Code. 


12.6 Participants in Other Countries 


The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of other countries in which the Company or any Related Company may operate to
assure the viability of the benefits from Options granted to Participants employed in such countries and to meet the objectives of the Plan. 


12.7 No Trust or Fund 


The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or Class A Common Shares, or to create any trusts, or to make any special
deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company. 


12.8 Severability 


If any provision of the Plan or any Option is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Option under any law deemed applicable by the Plan Administrator, such
provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator’s determination, materially altering the intent of the Plan or the Option, such
provision shall be stricken as to such jurisdiction, person or Option, and the remainder of the Plan and any such Option shall remain in full force and effect. 


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12.9 Choice of Law 


The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Nevada, U.S.A., without giving effect to principles of conflicts of law. 


ARTICLE 13. EFFECTIVE DATE 


The effective date of this Plan is September 5, 2014 being the date on which the Plan was approved by the Board. If the stockholders of the Company do not approve the Plan within 12 months after the Board’s adoption of the Plan, any Incentive
Stock Options granted under the Plan will be treated as Nonqualified Stock Options. 


This Plan is dated and made effective on this 5th day of September, 2014. 


BY ORDER OF THE BOARD OF DIRECTORS OF 

URBAN BARNS FOODS INC. 




Per: 


/s/ Richard Groome 

Richard Groome 

President and Chief Executive Officer 




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