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As Of Filer Filing For·On·As Docs:Size 2/17/16 Shopify Inc. 20-F 12/31/15 96:10M |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.05M
4: EX-10.10 Material Contract HTML 180K
2: EX-10.8 Material Contract HTML 157K
3: EX-10.9 Material Contract HTML 127K
7: EX-13.1 Annual or Quarterly Report to Security Holders HTML 29K
9: EX-23.1 Consent of Experts or Counsel HTML 25K
5: EX-12.1 Statement re: Computation of Ratios HTML 32K
6: EX-12.2 Statement re: Computation of Ratios HTML 32K
8: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 438K
16: R1 Document and Entity Information HTML 55K
17: R2 Consolidated Balance Sheets HTML 98K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
19: R4 Consolidated Statements of Operations and HTML 76K
Comprehensive Loss
20: R5 Consolidated Statements of Operations and HTML 31K
Comprehensive Loss (Parenthetical)
21: R6 Consolidated Statements of Changes in HTML 88K
Shareholders? Equity
22: R7 Consolidated Statements of Changes in HTML 27K
Shareholders' Equity (Parenthetical)
23: R8 Consolidated Statements of Cash Flows HTML 97K
24: R9 Nature of Business HTML 32K
25: R10 Basis of Presentation and Consolidation HTML 31K
26: R11 Significant Accounting Policies HTML 88K
27: R12 Cash and Cash Equivalents HTML 32K
28: R13 Financial Instruments HTML 78K
29: R14 Trade and Other Receivables HTML 39K
30: R15 Other Current Assets HTML 38K
31: R16 Property and Equipment HTML 61K
32: R17 Intangible Assets HTML 68K
33: R18 Accounts Payable and Accrued Liabilities HTML 36K
34: R19 Lease Incentives HTML 40K
35: R20 Credit Facilities HTML 32K
36: R21 Commitments and Contingencies HTML 40K
37: R22 Shareholders' Equity HTML 147K
38: R23 Earnings per Share HTML 46K
39: R24 Income Taxes HTML 102K
40: R25 Supplemental Cash Flow Information Items HTML 49K
41: R26 Geographical Information HTML 74K
42: R27 Acquisitions HTML 38K
43: R28 Comparative Figures HTML 28K
44: R29 Significant Accounting Policies (Policies) HTML 151K
45: R30 Financial Instruments (Tables) HTML 73K
46: R31 Trade and Other Receivables (Tables) HTML 36K
47: R32 Other Current Assets (Tables) HTML 35K
48: R33 Property and Equipment (Tables) HTML 60K
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50: R35 Accounts Payable and Accrued Liabilities (Tables) HTML 36K
51: R36 Lease Incentives (Tables) HTML 38K
52: R37 Commitments and Contingencies (Tables) HTML 35K
53: R38 Shareholders' Equity (Tables) HTML 122K
54: R39 Earnings per Share (Tables) HTML 62K
55: R40 Income Taxes (Tables) HTML 122K
56: R41 Supplemental Cash Flow Information Items (Tables) HTML 47K
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60: R45 Significant Accounting Policies - Segment HTML 29K
Information (Details)
61: R46 Significant Accounting Policies - Software HTML 28K
Development Costs (Details)
62: R47 Significant Accounting Policies - Advertising HTML 27K
Costs (Details)
63: R48 Significant Accounting Policies - Property and HTML 36K
Equipment (Details)
64: R49 Significant Accounting Policies - Intangible HTML 33K
Assets (Details)
65: R50 Significant Accounting Policies - Goodwill HTML 27K
(Details)
66: R51 Cash and Cash Equivalents (Details) HTML 42K
67: R52 Financial Instruments (Details) HTML 72K
68: R53 Trade and Other Receivables (Details) HTML 41K
69: R54 Other Current Assets (Details) HTML 40K
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71: R56 Property and Equipment (Details) HTML 54K
72: R57 Intangible Assets (Details) HTML 47K
73: R58 Intangible Assets - Classification of Amortization HTML 38K
Expense (Details)
74: R59 Intangible Assets - Future Amortization Expense HTML 37K
(Details)
75: R60 Accounts Payable and Accrued Liabilities (Details) HTML 39K
76: R61 Lease Incentives (Details) HTML 44K
77: R62 Credit Facilities (Details) HTML 52K
78: R63 Commitments and Contingencies (Details) HTML 48K
79: R64 Shareholders' Equity (Details) HTML 42K
80: R65 Shareholders' Equity - Stock-Based Compensation HTML 89K
Narrative (Details)
81: R66 Shareholders' Equity - Stock Option and RSU Award HTML 106K
Activity (Details)
82: R67 Shareholders' Equity - Fair Value Assumptions of HTML 37K
Stock Options (Details)
83: R68 Shareholders' Equity - Classification of HTML 38K
Stock-based Compensation (Details)
84: R69 Earnings per Share (Details) HTML 43K
85: R70 Income Taxes - Provision for Income Tax HTML 62K
Recovery/Expense (Details)
86: R71 Income Taxes - Tax Assets and Liabilities HTML 57K
(Details)
87: R72 Income Taxes - Unrecognized Tax Benefits (Details) HTML 58K
88: R73 Supplemental Cash Flow Information Items - Changes HTML 34K
in Non-cash Working Capital (Details)
89: R74 Supplemental Cash Flow Information Items - Changes HTML 36K
in Non-cash Investing and Financing Activities
(Details)
90: R75 Geographical Information - Revenue (Details) HTML 48K
91: R76 Geographical Information - Long-lived Assets HTML 38K
(Details)
92: R77 Acquisitions (Details) HTML 42K
93: R78 Acquisitions - Escrow Agreement (Details) HTML 44K
95: XML IDEA XML File -- Filing Summary XML 167K
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96: ZIP XBRL Zipped Folder -- 0001594805-16-000019-xbrl Zip 223K
| Exhibit |
2. | Term of Plan |
(a) | The shares that may be issued pursuant to the exercise of options
(“Options”) granted under the Plan (including, for greater certainty, all options granted under the Prior Plan) are Class B multiple voting shares (the “Shares”) of the Corporation. |
(b) | The aggregate number of Shares reserved for issuance under the Plan is 18,216,207 Shares, subject to increase or decrease by reason of amalgamations, consolidations or subdivisions as provided in Section 15. No Option may be granted if such grant would have the effect of causing the total number of Shares subject to Options to exceed the above-noted total number of Shares reserved for issuance pursuant to the exercise of Options. |
(c) | Notwithstanding
any other provision of this Plan, from and after the completion of an initial public offering of any securities of the Corporation (an “IPO”), no additional Options shall be granted under this Plan. |
4. | Administration |
(a) | The Plan shall be
administered by the Board or any committee of directors of the Corporation designated by the Board (such designated directors being the “Administrators”). The Board or the Administrators, as the case may be, shall have full and complete authority to interpret the Plan and to prescribe such rules and regulations and make such other determinations as it or they deem necessary or desirable for the administration of the Plan, including without limitation the full power and authority to: |
(i) | adopt rules and regulations for implementing the Plan; |
(ii) | determine
the eligibility of persons to participate in the Plan, the number of Shares subject to Options, the vesting period of the Options and the term of the Options; |
(iii) | determine when Options shall be granted, which eligible persons will be granted Options, the number of Shares subject to each Option granted to a Participant and the vesting for each Option; |
(iv) | interpret and construe the provisions of the Plan; |
(v) | restrict
or limit the Shares and the nature of such restrictions and limitations, if any; |
(vi) | accelerate the exercisability or waive the termination of any Options, based on such factors as the Board or the Administrators may determine; |
(vii) | make exceptions to the Plan in circumstances which it or they determine to be exceptional; and |
(viii) | take
such other steps as it or they determine to be necessary or desirable to give effect to the Plan. |
(b) | Decisions of the Board or the Administrators shall be recorded in writing and shall be binding on the Corporation and on all persons eligible to participate in the Plan. |
5. | Granting of Options to Participants |
(a) | Subject to any accelerated termination under this Plan, each Option shall be exercisable until the tenth (10th) anniversary of the
date on which it is granted. Each Option that has not been exercised pursuant thereto on or before the close of business on such tenth (10th) anniversary shall forthwith expire and terminate and be of no further force or effect whatsoever. Notwithstanding any other provision of this Plan, should the expiration date for an Option fall on a date upon which such Participant is prohibited from exercising such Option due to a black-out period or other trading restriction imposed by the Corporation, then the expiration date for such Option shall be automatically extended to the tenth (10th) business day following the date the relevant black-out period or other trading restriction imposed by the Corporation is lifted, terminated or removed; provided, however, that notwithstanding the foregoing, the expiry date of an Option shall in no case extend beyond the tenth (10th) anniversary of the date on which it is
granted. |
(b) | Unless otherwise specified by the Board at the time of granting Options and except as otherwise provided in this Plan, each Option will vest and be exercisable as per the following terms: |
Fraction
of Total Number of Shares that may be Purchased | Exercise Period |
1/4 | From the later of (i) the first anniversary of the date the Participant became a full-time employee, consultant, officer or director of the Corporation or a subsidiary and (ii) the first anniversary of the date of grant (the applicable date being the “Initial Vesting Date”) to and including the tenth anniversary of the date of grant; and |
1/48 | From the end of each month following the Initial Vesting Date to and including the tenth anniversary
of the date of grant; |
with the result that all of the Options subject to the grant shall be vested and all Shares subject to such Options may be purchased as of the fourth anniversary of the later of (i) the date the Participant became a full-time employee, consultant, officer or director of the Corporation or a subsidiary and (ii) the date of grant, to and including the tenth anniversary of the date of grant. | |
(c) | Once a portion of an Option that has vested becomes exercisable, it remains exercisable until expiration or termination of the Option, unless otherwise
specified by the Board in connection with the grant of such Option or pursuant to Section 16. Each Option or portion of an Option that has vested may be exercised at any time or from time to time, in whole or in part, for up to the total number of Shares with respect to which it is then exercisable. The Board or the Administrators has/have the right to accelerate the date upon which any portion of an Option becomes exercisable, notwithstanding the vesting schedule set forth for such Option. |
(d) | Notwithstanding any other provision of the Plan, unless otherwise approved by the Board, the vesting of any Options granted hereunder shall be suspended and postponed during any period of Authorized Leave (as
defined below), and, upon a Participant’s return from such Authorized Leave, the vesting of such Options shall be extended by a period equivalent to such period of Authorized Leave. Notwithstanding the foregoing, upon a Participant’s return from an Authorized Leave that was a parental leave, the rate of vesting of such Participant’s Options shall be accelerated to twice the rate provided for in the Participant’s Stock Option Plan Agreement until such time as the Participant holds vested Options in accordance |
8. | Termination
of Employment |
(a) | If, at any time, a Participant ceases to be a full-time employee of the Corporation or a subsidiary as a result of the Participant’s retirement with the concurrence of the Board or the Administrators, any Options granted to such Participant and vested as of the Termination Date shall remain exercisable by such Participant until the earlier of: (i) 90 days following the Termination Date, and (ii) the expiration of such vested Options in accordance with their terms. As of the Termination Date, all unvested Options of such Participant shall expire and such Participant shall no longer be eligible for a grant of Options. |
(b) | If,
at any time, a Participant ceases to be a full-time employee of the Corporation or a subsidiary as a result of the Participant’s death or Incapacity (as defined below), any Options granted to such Participant and vested as of the Termination Date shall remain exercisable by such Participant (or, in accordance with clause 14(b)(iii), the Participant’s legal representative) until the earlier of: (i) one year following the date of death or the date on which the Board or the Administrators determine(s) that the Incapacity will prevent the employee from fulfilling his or her full-time duties with the Corporation, and (ii) the expiration of such vested Options in accordance with their terms. As of the Termination Date or at the date of the death or Incapacity of the Participant, as the case may be, all unvested Options of such Participant shall expire. |
(c) | If,
at any time, a Participant ceases to be a full-time employee of the Corporation or a subsidiary as a result of the Participant’s termination for cause, then, as of the Termination Date, the vested and unvested Options granted to such Participant shall expire and be of no further force or effect whatsoever and such Participant shall no longer be eligible for a grant of Options. |
(d) | If, at any time, a Participant ceases to be a full-time employee of the Corporation or a subsidiary as a result of the Participant’s resignation, then any Options granted to such Participant and vested as of the Termination Date shall remain exercisable by |
(e) | If, at any time, a Participant ceases to be a full-time employee of the Corporation or a subsidiary as a result of the Participant’s dismissal without cause, any Options granted to such Participant and vested as of the Termination Date shall remain exercisable by such Participant until the earlier of: (i) 90 days following the Termination
Date, and (ii) the expiration of such vested Options in accordance with their terms. As of the Termination Date, all unvested Options of such Participant shall expire (for certainty, without regard to any period of reasonable notice that the Corporation or a subsidiary, as the case may be, may be required at law to provide to the Participant) and such Participant shall no longer be eligible for a grant of Options. |
(f) | Where, in the case of a consultant, the Participant’s consulting agreement or arrangement terminates by reason of: (i) termination by the Corporation or an affiliated corporation for any reason whatsoever other than for material breach of the consulting agreement or arrangement (whether
or not such termination is effected in compliance with any termination provisions contained in the Participant’s consulting agreement or arrangement); or (ii) voluntary termination by the Participant, then any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of: (A) the date that is 90 days from the Termination Date; and (B) the date on which the particular Options expire in accordance with their terms. Any Options held by the Participant that are not exercisable at the Termination Date immediately expire and are cancelled on such date. |
(g) | Where, in the case of a consultant, the Participant’s consulting agreement
or arrangement terminates by reason of the death or Incapacity of the Participant, then any Options held by the Participant that are exercisable at the date of the death or Incapacity of the Participant continue to be exercisable by the Participant (or, in accordance with clause 14(b)(iii), the Participant’s legal representative) until the earlier of: (A) the date that is one year from the date of the death or Incapacity of the Participant; and (B) the date on which the particular Options expire in accordance with their terms. Any Options held by the Participant that are not exercisable at the date of the death or Incapacity of the Participant immediately expire and are cancelled on such date. |
(h) | Where,
in the case of a consultant, the Participant’s consulting agreement or arrangement is terminated by the Corporation or an affiliated corporation for material breach of the consulting agreement or arrangement (whether or not such termination is effected in compliance with any termination provisions contained in the |
(i) | If,
at any time, a Participant ceases to be a director, officer or member of an advisory board of the Corporation or a subsidiary (and is not or does not continue as a full-time employee of the Corporation or a subsidiary) for a reason other than the death or Incapacity of the Participant, the Options granted to such Participant and vested as of the Termination Date may be exercised by such Participant until the earlier of: (i) 90 days following the Termination Date, and (ii) the expiration of such vested Options in accordance with their terms. As of the Termination Date, all unvested Options granted to such Participant shall cease and terminate and be of no further force or effect whatsoever. |
(j) | If, at
any time, a Participant ceases to be a director, officer or member of an advisory board of the Corporation or a subsidiary (and is not or does not continue as a full-time employee of the Corporation or a subsidiary) as a result of the Participant’s death or Incapacity, any Options granted to such Participant and vested as of the Termination Date shall remain exercisable by such Participant (or, in accordance with clause 14(b)(iii), the Participant’s legal representative) until the earlier of: (i) the date that is one year from the date of the death or Incapacity of the Participant; and (ii) the expiration of such vested Options in accordance with their terms. As of the Termination Date, all unvested Options granted to such Participant shall cease and terminate and be of no further force or effect whatsoever. |
(k) | Notwithstanding
any other provisions of this Section 8, the Board or the Administrators may extend the expiration date of vested and unvested Options of a Participant who ceases to be a full-time employee, consultant, officer or director of the Corporation or a subsidiary beyond the expiry dates set out above, provided that such extended dates are not later than the initial assigned expiry date of any such Option. |
(i) | in the case of a Participant whose employment or term of office with the Corporation or a subsidiary terminates in the circumstances set out in Section 8, the date that is designated by the Corporation or a subsidiary, as the case |
(ii) | in the case of a Participant who is a consultant and whose consulting agreement or arrangement with the Corporation or a subsidiary, as the case may be, terminates in the circumstances set out in Section 8, the date that is designated by the Corporation or a subsidiary, as the case may be, as the date on which the Participant’s consulting agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant,
such date shall not be earlier than the date notice of voluntary termination was received by the Corporation, and “Termination Date” specifically does not mean the date on which any period of notice of termination that the Corporation or a subsidiary, as the case may be, may be required to provide to the Participant under the terms of the consulting agreement or arrangement, would expire. |
(a) | Subject
to Section 12(c), a vested Option may be exercised at any time, or from time to time, during its term. A person electing to exercise a vested Option shall give written notice of the election to the Secretary of the Corporation substantially in the form of Exhibit A to Schedule 1 (an “Exercise Notice”), or such other form acceptable to the Board or the Administrators, together with a bank draft, certified cheque or other form of payment acceptable to the Corporation in an amount equal to the Exercise Price for each Share to be acquired pursuant to the exercise of the Options. |
(b) | Pursuant to the Exercise Notice,
a Participant may, for exercises taking place following an IPO, choose to undertake a “cashless exercise” with the assistance of a broker in order to facilitate the exercise of such Participant’s Options. The “cashless exercise” procedure may include a sale of such number of Class A subordinate voting shares of the Corporation (“Subordinate Voting Shares”) issuable after conversion by the Participant of the Shares as is necessary to raise an amount equal to the aggregate Exercise Price for all Options being exercised by that Participant under an Exercise Notice. Pursuant to the Exercise Notice, the Participant may authorize the broker to sell Subordinate Voting Shares on the open market by means of a short sale and forward the proceeds of such short sale to the Corporation to satisfy the Exercise Price, promptly following which the Corporation shall issue the Shares underlying the number of Options as provided
for in the Exercise Notice. The Participant shall also provide all such documents as may be required under the Corporation’s constating documents to convert the necessary number of Shares issuable on the exercise of the Options into Subordinate Voting Shares, shall comply with Section 22 of the Plan with regards to any applicable withholding tax, and shall comply with all such other procedures and policies as the Corporation or the Administrators may prescribe or determine to be necessary or advisable from time to time in connection with such “cashless exercise.” |
(c) | The exercise of any Option shall be subject to the condition that if at any time the Corporation shall determine in its sole discretion
that it is necessary or desirable to comply with any legal requirement or the requirements of any stock exchange or other regulatory authority as a condition of, or in connection with, such exercise or the issue of Shares or Subordinate Voting Shares, as applicable, as a result thereof, then in any such event such exercise shall not be effective unless such compliance shall have been effected on conditions satisfactory to the Corporation. |
(d) | Upon actual receipt by the Corporation of an Exercise Notice and payment for the Shares to be purchased, the person exercising the Option shall be registered in the share register of the Corporation as the holder of the appropriate number of Shares and a share certificate
shall be issued to such person. |
(e) | The issuance of Shares upon the exercise of any Option shall, prior to the completion of an IPO, be conditional upon the Participant becoming a party to any existing shareholders’ agreement and/or any other agreement or voting trust as may be required by the Board, in its sole discretion, including, where applicable, the Minority Shareholder Adoption and Voting Trust Agreement
executed and delivered by certain of the shareholders of the Corporation in favour of the Corporation. The issuance of Shares upon the exercise of any Option shall, following the completion of an IPO, be conditional upon the Participant becoming a party to the Corporation’s coattail agreement in respect of the Shares, unless such Participant delivers, together with an Exercise Notice, such documents and instruments as the Corporation may from time to time require effecting the conversion of all of the Shares issuable upon the exercise of the applicable Option into Subordinate Voting Shares of the Corporation. |
(i) | the Participant to whom the Options were granted; or |
(ii) | for Options that are not Incentive Stock Options, with the Corporation’s prior written approval and subject to such conditions as the Corporation may stipulate, such Participant's family or retirement
savings trust or any registered retirement savings plan or registered retirement income fund, each as defined in the Income Tax Act (Canada) of which the Participant is and remains the annuitant; or |
(iii) | (A) upon the Participant’s death, by the legal representative of the Participant’s estate; or |
(B) | upon the Participant’s Incapacity, by the legal representative having authority to
deal with the property of the Participant; |
(c) | A person exercising an Option may subscribe for Shares only in the person’s own name or in the person’s capacity as a legal representative. |
(d) | Prior to the
occurrence of an IPO, Shares may not be sold, traded, pledged or otherwise dealt with or disposed of to a third party without the prior written approval of the Board. |
(a) | In the event of any subdivision, redivision or other similar change in the Shares at any time prior to the termination of an Option into a greater number of Shares, the Corporation shall deliver at the time of any exercise thereafter of an Option such additional number of Shares as would have resulted from such subdivision, redivision |
(b) | In the event of any merger, consolidation, recapitalization or other similar corporate change affecting the Shares at any time prior to the termination of an Option, the Board shall make such adjustments as each deems equitable to the number and kind of shares or other property to be delivered by the Corporation on any exercise thereafter of an Option, the Exercise Price of an Option and any other term of the Option as it deems necessary to prevent the dilution or enlargement of the rights of Participants thereunder. |
(c) | No
fractional Shares shall be issued upon the exercise of an Option. If, as a result of any adjustment under this Section 15 a Participant would be entitled to a fractional Share, the Participant shall have the right to acquire only the adjusted number of full Shares and no payment or other adjustment shall be made with respect to the fractional Shares so disregarded. |
(a) | Notwithstanding anything else in this Plan or any Stock Option Plan Agreement, the Board has the right to provide for the conversion or exchange of any outstanding Options into or for options, rights or other securities in
any entity participating in or resulting from a Change in Control (as defined below). |
(b) | Upon the Corporation entering into an agreement relating to a transaction which, if completed, would result in a Change in Control, or otherwise becoming aware of a pending Change in Control, the Corporation shall give written notice of the proposed Change in Control to the Option holders, together with a description of the effect of such Change in Control on outstanding Options, not less than seven (7) days prior to the closing of the transaction resulting in the Change in Control. |
(c) | The
Board may, in its sole discretion, accelerate the vesting and/or the expiry date of any or all outstanding Options to provide that, notwithstanding the vesting provisions of such Options or any Stock Option Plan Agreement, such designated outstanding Options shall be fully vested and conditionally exercisable upon (or prior to) the completion of the Change in Control provided that the Board shall not, in any case, authorize the exercise of Options pursuant to this Section beyond the expiry date of the Options. If the Board elects to accelerate the vesting and/or the expiry date of the Options, then if any of such Options are not exercised within seven (7) days after the Option holders are given the notice contemplated in Section 16(b) (or such later expiry date as the Board may prescribe), such unexercised Options shall, unless the Board otherwise determines, terminate and expire following the completion of the proposed
Change in Control. |
(d) | To the extent that the Change in Control would also result in a capital reorganization, arrangement, amalgamation or reclassification of the share capital of the Corporation and the Board does not accelerate the vesting and/or the expiry date of Options pursuant to Section 16(c), the Corporation shall make adequate provisions to ensure that, upon completion of the proposed Change in Control, the number and kind of shares subject to outstanding Options and/or the Exercise Price
per share of Options shall be appropriately adjusted (including by substituting the Options for options to acquire securities in any successor entity to the Corporation) in such manner as the Board considers equitable to prevent substantial dilution or enlargement of the rights granted to Option holders. The Board may make changes to the terms of the Options or the Plan to the extent necessary or desirable to comply with any rules, regulations or policies of any stock exchange on which any securities of the Corporation may be listed following an IPO, provided that the value of previously granted Options and the rights of Option holders are not materially adversely affected by any such changes. |
(e) | Notwithstanding
anything else to the contrary herein, in the event of a potential Change in Control, the Board shall have the power, in its sole discretion, to modify the terms of this Plan and/or the Options (including, for greater certainty, to cause the vesting of all unvested Options) to assist the Participants to tender into a take-over bid or other transaction leading to a Change in Control. For greater certainty, in the event of a take-over bid or other transaction leading to a Change in Control, the Board shall have the power, in its sole discretion, to permit Participants to conditionally exercise their Options, such conditional exercise to be conditional upon the take-up by such offeror of the securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change in Control). If, however, the potential Change in Control referred to in this Section 16(e) is not completed within the time
specified therein (as the same may be extended), then notwithstanding this Section 16(e) or the definition of "Change in Control": (i) any conditional exercise of vested Options shall be deemed to be null, void and of no effect, and such conditionally exercised Options shall for all purposes be deemed not to have been exercised, (ii) Shares which were issued pursuant to exercise of options which vested pursuant to this Section 16 shall be returned by the Participant to the Corporation and reinstated as authorized but unissued Shares, and (iii) the original terms applicable to Options which vested pursuant to this Section 16 shall be reinstated. |
(f) | For purposes of this Agreement, a “Change
in Control” means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events: (i) any transaction (other than a transaction described in clause (iv) below) pursuant to which any person or group of persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities entitled to vote in the election of directors of the Corporation, other than any such |
(a) | The Board may, in its sole discretion, suspend or terminate the Plan at any time or from time to time and/or amend or revise the terms of the Plan or of any Option granted under the Plan and any Stock Option Plan Agreement relating thereto, subject |
(i) | not adversely alter or impair any Option previously granted except as permitted by the terms of this Plan; |
(ii) | be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of any exchange upon which the securities of the Corporation are then listed; and |
(iii) | be
subject to shareholder approval, where required by law, the requirements of any exchange upon which the securities of the Corporation are then listed or this Plan. |
(b) | If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board or the Administrators and in force on the date of termination will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board or the Administrators will remain able to make such amendments to the Plan or the Options as they would have been entitled to make if the Plan were still in effect. |
(c) | Subject
to Section 17(a), the Board may from time to time, in its discretion and without the approval of shareholders, make changes to the Plan or any Option that do not require the approval of shareholders under Section 17(d), which may include but are not limited to: |
(i) | any amendment of a "housekeeping" nature, including without limitation those made to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan; |
(ii) | a
change to the vesting provisions of the Plan and any Option; |
(iii) | a change to the provisions governing assignability and the effect of termination of a Participant's employment, contract or office; |
(iv) | the addition of a form of financial assistance and any amendment to a financial assistance provision which is adopted; |
(v) | a
change to advance the date on which any Option may be exercised under the Plan; |
(vi) | a change to the definition of Participants; |
(vii) | the addition of a deferred or performance share unit or any other provision which results in Participants receiving securities while no cash consideration is received by the Corporation; and |
(viii) | an
amendment of the Plan or an Option as necessary to comply with applicable law or the requirements of any exchange upon which the securities of the Corporation are then listed or any other regulatory body having authority over the Corporation, the Plan, the Participants or the shareholders of the Corporation. |
(d) | Shareholder approval is required for the following amendments to the Plan: |
(i) | any increase in the maximum number of Shares that may be issuable from treasury pursuant to Options granted under the Plan, other than an
adjustment pursuant to Section 15; |
(ii) | any reduction in the Exercise Price of an Option after the Option has been granted or any cancellation of such Option and the substitution of that Option with a new Option with a reduced Exercise Price, except in the case of an adjustment pursuant to Section 15; |
(iii) | any extension of the maximum expiry date of an Option, except in case of an extension due to a black-out period; |
(iv) | any
amendment to Section 17(c) or Section 17(d). |
(a) | The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares or Subordinate Voting
Shares, as applicable, with respect to which Incentive Stock Options granted under the Plan and all other option plans of the Corporation, any Parent Corporation and any Subsidiary Corporation that become exercisable for the first time by any one Participant during any calendar year shall not exceed $100,000. |
(b) | In the case of an Incentive Stock Option granted to a Ten Percent Stockholder: (i) the Exercise Price of such Option shall not be less than 110% of the Fair Market Value of a Share on the date of grant of such Incentive Stock Option; and (ii) the term of the Option shall not exceed five years from the date of grant of such Incentive Stock Option. For purposes of the above calculation, if the
Fair Market Value is in United States dollars and the Exercise Price is in Canadian dollars, or vice versa, |
(c) | “Fair Market Value” per Share or Subordinate Voting Share, as applicable, as of a particular date shall mean: |
(i) | the
closing price per Share or Subordinate Voting Share, as applicable, on a national securities exchange or on the New York Stock Exchange for the last preceding date on which there was a sale of Shares or Subordinate Voting Shares, as applicable, on such exchange; |
(ii) | if the Shares or Subordinate Voting Shares, as applicable, are then traded on any other over-the-counter market, the average of the closing bid and ask prices for the Shares or Subordinate Voting Shares, as applicable, in such over-the-counter market for the last preceding date on which there was a sale of Shares or Subordinate Voting Shares, as applicable, in such market, or |
(iii) | if
the Shares or Subordinate Voting Shares, as applicable, are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Board or Administrator in its or their discretion may determine. |
(d) | “Parent Corporation” means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if, at the time of granting an Option, each of such corporations (other than the Corporation) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. |
(e) | “Subsidiary
Corporation” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if, at the time of granting an Option, each of such corporations (other than the last corporation in an unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. |
(f) | “Ten Percent Stockholder” means a Participant who, at the time an Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or of its Parent or Subsidiary
Corporations (as determined in accordance with Section 424(d) of the Code). |
(g) | Only common law employees of the Corporation or its subsidiaries are eligible to receive Incentive Stock Options. |
1. | Pursuant to the Plan, the Corporation hereby grants non-assignable, non-transferable options (collectively, the “Options”) to acquire _______________ Shares (as defined in the Plan) at an exercise price of $[ ] per Share (the “Exercise Price”) and agrees to issue Shares to the Participant in accordance with the terms of
the Plan upon the due exercise of the Options. |
2. | The Options will vest and be exercisable as follows: |
Fraction of Total Number of Shares that may be Purchased | Exercise Period |
3. | The
exercise of the Options granted hereby, issuance of Shares and ownership of the Shares are subject to the terms and conditions of the Plan (all of which are incorporated into and form part of this Stock Option Plan Agreement) and this Stock Option Plan Agreement. |
4. | The Participant hereby acknowledges that the Corporation may, as a condition to the exercise of the Options, require that the Participant execute and deliver a voting trust agreement in a form acceptable to the Board relating to the Shares so issued and sign certain other agreements as may be required by the Board in its sole discretion, including the
Corporation’s coattail agreements relating to its Shares. |
5. | Nothing in the Plan or in this Stock Option Plan Agreement will affect the Corporation’s right, or that of an affiliated corporation, to terminate the employment of, term of office of, or consulting agreement or arrangement with a Participant at any time for any reason whatsoever. Upon such termination, a Participant’s rights to exercise Options will be subject to restrictions and time limits for the exercise of Options. Complete details of such restrictions are set out in the Plan, and in particular in Section 8 thereof. |
6. | Each
notice relating to the Option, including the exercise thereof, must be in writing. All notices to the Corporation must be delivered personally or by prepaid registered mail and must be addressed to the secretary of the Corporation. All notices to the Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally, on the date of delivery, and if sent by prepaid, registered mail, on the fifth business day following the date of mailing. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received. |
(a) | any
rule, regulation or determination, including the interpretation by the Board or the Administrators of the Plan, the Option granted hereunder and the exercise thereof, is final and conclusive for all purposes and binding on all persons including the Corporation and the Participant; and |
(b) | the grant of the Option does not affect in any way the right of the Corporation or any affiliated corporation to terminate the employment of the Participant. |
8. | This
Stock Option Plan Agreement shall be binding upon and enure to the benefit of the Corporation, its successors and assigns and the Participant and the legal representative of the Participant’s estate and any other person who acquires Shares by bequest or inheritance. |
9. | By executing this Stock Option Plan Agreement, the Participant confirms and acknowledges that the Participant has not been induced to enter into this agreement or acquire any Options by expectation of employment or continued employment with the Corporation or its subsidiaries. |
10. | This
Stock Option Plan Agreement has been made in and is to be construed under and in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. |
11. | This Agreement is drawn up in English at the request of all parties. Les parties aux présentes ont expressément convenu que ce contrat soit rédigé en anglais. |
SHOPIFY
INC. Per: | ||
Authorized Signatory | ||
SIGNED, SEALED AND DELIVERED in the presence of (Witness) | ) ) ) ) | (Signature
of Participant) |
(a) | The
undersigned hereby elects to purchase ________________ Shares (as defined in the Fourth Amended and Restated Incentive Stock Option Plan of the Corporation dated the lth day of l, 2015 (the “Plan”) pursuant to the terms of the stock option plan agreement dated ___________ (the “Option Agreement”) between the undersigned and the Corporation, and tenders herewith payment in full of the purchase price thereof. The undersigned acknowledges that the issuance of Shares upon this exercise is conditional upon the undersigned becoming a party to any existing shareholders’ agreement and/or any other agreement or voting trust as may be required by the Board, in its sole discretion, and the undersigned hereby agrees to execute
and be bound by any such agreements at the request of the Board. The undersigned acknowledges that the Corporation will not issue such shares until such applicable withholdings are received by the Corporation in accordance with Section 22 of the Plan. |
(b) | Please issue a certificate or certificates representing the Shares in the name of the undersigned, whose address is as follows: |
(a) | The
undersigned hereby surrenders ________________ Options (as defined in the Fourth Amended and Restated Incentive Stock Option Plan of the Corporation dated the lth day of l, 2015 (the “Plan”) pursuant to the terms of the stock option plan agreement dated ___________ (the “Option Agreement”) between the undersigned and the Corporation, in exchange for Shares (as defined in the Plan), as calculated in accordance with Section 13 of the Plan. The undersigned acknowledges that the issuance of Shares upon this surrender is conditional upon the undersigned becoming a party to any existing shareholders’ agreement and/or any other agreement or voting trust as may be required by the Board, in its sole discretion, and the
undersigned hereby agrees to execute and be bound by any such agreements at the request of the Board. |
(b) | Please issue a certificate or certificates representing the Shares in the name of ____________________________________. |