ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICER; ELECTION OF
DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF
CERTAIN OFFICERS.
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Adoption of 2018 Stock Option Plan
On November 28, 2018, the Board of Directors (the Board) for
Live Current Media Inc. (the Company) approved and adopted the Companys 2018
Stock Option Plan (the Plan). The purpose of the Plan is to enhance long-term
shareholder value by offering the Companys directors, officers, employees and
eligible consultants the ability to acquire and maintain stock ownership in the
Company and to participate in the Companys future growth.
The Plan allows the Board to grant awards to officers,
directors, employees and certain eligible consultants. To be eligible for grants
under the Plan, consultants must be individuals who (1) render bona fide
services to the Company not connected to the offer or sale of the Companys
securities in capital raising transactions, and (2) do not directly or
indirectly promote or maintain a market for the Companys securities.
Initially, up to 5,000,000 shares of the Companys common stock
may be purchased pursuant to options granted under the Plan. After March 31,
2019, the Board may increase the shares of common stock that may be purchased
under the Plan, provided that the total number of shares that may be purchased
under the Plan cannot exceed 15% of the total number of shares outstanding, less
any options outstanding under previous stock option plans.
Awards under the Plan may be granted in the form of incentive
stock options or non-qualified stock options. Incentive stock options granted
under the Plan are those intended to qualify as incentive stock options as
defined under Section 422 of the Internal Revenue Code (the Code). To qualify
as incentive stock options under Section 422 of the Code, the Plan must be
approved by the stockholders of the Company within 12 months of its adoption. If
the Plan is not approved by the Companys stockholders within 12 months of its
adoption, any options granted as incentive stock options will be treated as
non-qualifying stock options. Non-qualified stock options granted under the
Plan are option grants that do not qualify as incentive stock options under
Section 422 of the Code.
The exercise price for incentive stock options granted under
the Plan cannot be less than the fair market value of the Companys common stock
on the date of grant (110% of fair market value for optionees that own 10% of
the combined voting power of the Company). Non-qualified stock options may not
have an exercise price less than 75% of fair market value at the time of grant.
Fair market value for purposes of the Plan is defined as the lesser of the
closing price of the Companys common stock on the day immediately preceding the
date of grant, and the average closing price of the Companys common stock
during the ten trading days immediately preceding the grant date, provided that
the Companys common stock trades on a national securities exchange or the OTC
Link system (maintained by OTC Markets Group Inc.). If the Companys common
stock does not trade on the OTC Link or a national securities exchange in the
United States, the Board may determine fair market value, acting in good
faith.
Options granted under the Plan have a maximum term of ten years
from the grant date, or such lesser period as determined by the Board.
The above description of the Plan does not purport to be
complete, and is qualified in its entirety by reference to the full text of the
Plan, which is attached as an exhibit to this Current Report on Form 8-K and is
incorporated by reference herein
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Grant of Incentive Stock Options to Chief Executive
Officer
On November 30, 2018, the Board granted incentive stock options
to the Companys Chief Executive Officer, President and Treasurer, David M.
Jeffs for the purchase of up to an aggregate of 1,000,000 shares of the
Companys common stock under the Plan. The options granted to Mr. Jeffs have an
exercise price of $0.10 per share, expiring two years after the Grant Date.