Lexaria Corp.: Exhibit 10.2  - Filed by newsfilecorp.com









 

 

 

 

CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 15th day of
December, 2014. 


BETWEEN: 

Lexaria Corp., a body corporate
duly incorporated under the laws of the State of Nevada, and having an Office at
950-1130 W Pender St, Vancouver BC, V6E 4A4;

(hereinafter together or separately
called the "Company") 

OF THE FIRST PART 

AND: 

Tom Ihrke, an individual residing at 38
Krier Lane, Mount Pleasant, South Caroloina, USA 29464; phone 843 603 6995 

(hereinafter called the "Consultant,"
or, “Consultant”) 

OF THE SECOND PART 

WHEREAS: 

A.           
Consultant agrees to serve as Executive Vice President, US Operations
of Lexaria Corp. and to provide services as described below, effective
December 15, 2014; 

B.           
The Company is desirous of retaining the consulting services of Consultant as an
executive, on a eighteen (18) month contract basis and the Consultant has agreed
to serve the Company as an independent contractor upon the terms and conditions
hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1.           
The Consultant shall serves as Executive Vice President US Operations
of Lexaria Corp. and provide services to the CEO and CFO of the Company, and
perform such tasks in general, including but not limited to, the following: 

Research, plan, propose, execute and
close approved projects, acquisitions, mergers and partnerships, as well as locate project finance sources,
all of which create value for the Company. Create clear and attainable project
objectives, manage the project requirements and their constraints being cost,
time, scope and quality. Create, edit and update on an ongoing basis various
correspondence such as Company Powerpoints; letters; business plans or strategic
plans, etc. Create and administer budgets and projections related to proposed or
potential projects and evaluate personnel and financial requirements and
benefits. Administer and manage all operations of PoViva Corp in the USA,
reporting to Lexaria’s CEO; CFO; and Board of Directors. Administer and manage
all employees, junior executives and consultants in their regular needs and
duties. 

	950, 1130 West Pender Street | Vancouver, BC V6E 4A4 |
      Canada | 604.602.1675 






- 2 - 

	 	a) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company.



2.           
By virtue of this Agreement, the Company is expecting, and Consultant is
accepting, the responsibility of working an irregular schedule and quantity of
time on behalf of the Company. Some weeks Consultant may be required to work
more than 50 hours and some weeks Consultant may be required to work fewer than
20 hours in order to fulfill the terms of this Agreement. During the time that
this Agreement remains in effect, the Consultant shall not act in any capacity
whatsoever, directly or indirectly for or for the betterment of any other
non-joint-ventured company, partnership, or project that competes within North
America within the sector of medical marijuana, without the Company’s prior
written consent.

The basic remuneration of the Consultant for its services
hereunder shall be at the rate of three thousand dollars (US$3,000) per
month, together with any such increments or bonuses thereto as the CEO or
the Board of Directors of the Company may from time to time determine,
payable the 30th day of each calendar month. The Company may pay the
Consultant a bonus from time to time, at its sole discretion. Nothing in this
Agreement confers on the Consultant a direct “Broker’s Interest” in the capital
raising activities of the company; any additional remuneration the Consultant
may receive is based on overall contributions to the betterment of the Company
through the activities enumerated in Paragraph 1, which may, from time to time,
include capital introduction.

Consultant also to participate in the as-yet uncreated Lexaria
profit sharing plan that will be extended as soon as possible to all employees
and managerial consultants.

3.           
Stock Options. Subject to regulatory approvals, Consultant to receive an award
of 300,000 stock options vesting over the term of this contract and valid for 5
years from date of grant.

4.           
Consultant will be entitled to receive a performance related bonus subject to
similar terms and conditions as for persons participating in any bonus plan that
may be established and approved by the Company’s board of Directors. Any bonus
payable to Consultant will be at the sole discretion of the Company’s Board of
Directors, acting reasonably. 

	950, 1130 West Pender Street | Vancouver, BC V6E 4A4 |
      Canada | 604.602.1675 






- 3 - 

5.           
The Consultant shall be responsible for the payment of its income and other
taxes and other remittances including but not limited to any form of insurance
as shall be required by any governmental entity (including but not limited
health insurance and federal and state income taxes) , though not including
Director’s and Officer’s insurance which is paid for and provided by the
Company, with respect to compensation paid by the Company to the Consultant, and
nothing in this Agreement implies or creates a relationship of employment. 

6.           
The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or
company of which more than 50% of the outstanding shares carrying voting rights
at all times (provided that the ownership of such shares confers the right at
all times to elect at least a majority of the Board of Directors of such
corporation or company) are for the time being owned by or held for the Company
and/or any other corporation or company in like relation to the Company and
include any corporation or company in like relation to a subsidiary. 

7.           
The Consultant shall be reimbursed for all travelling and other expenses
actually and properly incurred by it in connection with its duties hereunder,
not including commuting to the office that is the normal place of business. For
all such expenses the Consultant shall furnish to the Company statements,
receipts and vouchers for such out-of-pocket expenses on a monthly basis.
The Consultant is pre-authorized to incur up to $1,500 per month, cumulatively,
in relevant expenses. Amounts over $1,500 per month must be pre-approved by
management of the Company or will be disallowed. Both parties recognize that
as the financial condition of the Company improves or deteriorates, this amount
may be increased or decreased without making changes to this document, provided
the Company makes Consultant aware of the changed amount. 

8.           
The Consultant shall not, either during the continuance of its contract
hereunder or at any time thereafter, disclose the private affairs of the Company
and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its
subsidiary or subsidiaries, to any person other than the Directors of the
Company and/or its subsidiary or subsidiaries or for the Company's purposes and
shall not (either during the continuance of its contract hereunder or at any
time thereafter) use for its own purposes or for any purpose other than those of
the Company any information it may acquire in relation to the business and
affairs of the Company and/or its subsidiary or subsidiaries, unless required by
law. Proprietary Information as that term is used herein shall consist of all
knowledge, data and information which the Consultant may acquire from the
documents and information disclosed to it by the Company, its employees,
attorneys, consultants, independent contractors, clients or representatives
whether orally, in written or electronic form or on electronic media including,
by way of example and not by limitation, any products, customer lists, supplier
lists, marketing techniques, technical processes, formulae, inventions or
discoveries (whether patentable or not), innovations, suggestions, ideas,
reports, data, patents, trade secrets and copyrights, made or developed by the
Company and related data and information related to the conduct of the business
of the Company. Proprietary Information shall also include discussions with
officers, directors, employees, independent contractors, attorneys, consultants,
clients, finance sources, customers or representatives and the fact that such
discussions are taking place. Proprietary Information shall not be directly or
indirectly disclosed to any other person without the prior written approval of
the Company. Proprietary Information shall not include matters of general public
knowledge, information legally received or obtained by the Consultant from a
third party or parties without a duty of confidentiality, and information
independently known or developed by the Consultant without the assistance of the
Company. 

9.           
The Consultant shall well and faithfully serve the Company or any subsidiary as
aforesaid during the continuance of its contract hereunder and use its
best efforts to promote the interests of the Company. The Consultant reserves
the right to refuse any request from the Company which may, in his reasonable
opinion, violate either Federal or State Laws in either the United States or
Canada.

	950, 1130 West Pender Street | Vancouver, BC V6E 4A4 |
      Canada | 604.602.1675 






- 4 - 

10.           
This Agreement may be terminated forthwith by the Company or Consultant without
prior notice if at any time: 

	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors; or

	 	 	 
	 	d) 	
      The Principals of the Company or Consultant shall become
      of unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	(e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon one
hundred twenty (120) days written notice to the other. Should the Company
terminate this agreement for a reason not enumerated in items 9(a), 9(b), 9(c),
9(d), or 9(e), Consultant will be entitled to all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which she would have otherwise been entitled for a period of 30
days after the date of his termination. 

11.           
In the event this Agreement is terminated by reason of default on the part of
the Consultant or the written notice of the Company, then at the request of the
Board of Directors of the Company, the Consultant shall cause Consultant to
forthwith resign any position or office which she then holds with the Company or
any subsidiary of the Company. The provisions of Paragraph 6 shall survive the
termination of this Agreement for a period of 2 years thereafter. 

12.           
The Company is aware that the Consultant may have and may continue to have
financial interests in other companies. The Company agrees that the Consultant
may continue to devote time to such outside interests, provided that such
interests do not conflict with or hinder Consultant’s ability to perform his
duties under this Agreement. 

13.           
The services to be performed by the Consultant pursuant hereto are personal in
character, to be performed by Mr. Tom Ihrke, and neither this Agreement nor any
rights or benefits arising thereunder are assignable by the Consultant without
the previous written consent of the Company. 

14.           
With the exception of any previously granted options or restricted stock, any
and all previous agreements, written or oral, between the parties hereto or on
their behalf relating to the agreement between the Consultant and the Company
are hereby terminated and cancelled and each of the parties hereto hereby releases and forever discharges
the other party hereto of and from all manner of actions, causes of action,
claims and demands whatsoever under or in respect of any such previous
agreements. 

	950, 1130 West Pender Street | Vancouver, BC V6E 4A4 |
      Canada | 604.602.1675 






- 5 - 

15.           
Any notice in writing or permitted to be given to the Consultant hereunder shall
be sufficiently given if delivered to the Consultant personally or mailed by
registered mail, postage prepaid, addressed to the Consultant as its last
residential address known to the Company. Provided any such notice is mailed via
guaranteed overnight delivery, as aforesaid shall be deemed to have been
received by the Consultant on the first business day following the date of
mailing. Any notice in writing required or permitted to be given to the Company
hereunder shall be given by registered mail, postage prepaid, addressed to the
Company at the address shown on page 1 hereof. Any such notice mailed as
aforesaid shall be deemed to have been received by the Company on the first
business day following the date of mailing provided such mailing is sent via
guaranteed overnight delivery. Any such address for the giving of notices
hereunder may be changed by notice in writing given hereunder. 

16.           
The provisions of this Agreement shall inure to the benefit of and be binding
upon the Consultant and the successors and assigns of the Company. For this
purpose, the terms "successors" and "assigns" shall include any person, firm or
corporation or other entity which at any time, whether by merger, purchase or
otherwise, shall acquire all or substantially all of the assets or business of
the Company. 

17.           
Every provision of this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of the
provisions of this Agreement. 

18.           
This Agreement is being delivered and is intended to be managed from the
Province of British Columbia and shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of such
Province. Similarly no provision within this contract is deemed valid should it
conflict with the current or future laws of the United States of America or
current or future regulations set forth by the United States Securities and
Exchange Commission, the British Columbia Securities Commission, or the Ontario
Securities Commission. This Agreement may not be changed orally, but only by an
instrument in writing signed by the party against whom or which enforcement of
any waiver, change, modification or discharge is sought. 

19.           
This Agreement and the obligations of the Company herein are subject to all
applicable laws and regulations in force at the local, State, Province, and
Federal levels in both Canada and the United States. In the event that there is
an employment dispute between the Company and Consultant, Consultant agrees to
allow it to be settled according to applicable Canadian law in an applicable
British Columbia jurisdiction. 

20.           
Any and all potential or actual common share award or stock option award will be
in compliance with all applicable regulations in the USA and Canada.

21.           
This contract will expire on June 15, 2016 unless renewed or extended by mutual
written consent of both parties prior to that date. 

	950, 1130 West Pender Street | Vancouver, BC V6E 4A4 |
      Canada | 604.602.1675 






- 6 - 

IN WITNESS WHEREOF this Agreement has been executed as of the
day, month and year first above written. 

	SIGNED by: 	 	 
	 	 	 
		 	DATED: 
	Chris Bunka, 	 	  
	CEO and Director, 	 	  
	Lexaria Corp 	 	  
	  	 	  
	  	 	  
	SIGNED by: 	 	  
	  	 	DATED: 
	  	 	
	Tom Ihrke 	 	  
	Executive Vice President, Lexaria Corp 	 	  



	950, 1130 West Pender Street | Vancouver, BC V6E 4A4 |
      Canada | 604.602.1675