Stock Options [Text Block] | 13. Stock Options The Company has two incentive stock option plans whereby it grants options to directors, officers, employees, and consultants of the Company, the 2023 Equity Incentive Plan (the "2023 Plan") which was adopted in order to grant awards to people in the United States, and the 2022 Equity Incentive Plan (the "2022 Plan"). 2023 Plan Effective February 21, 2023 GreenPower adopted the 2023 Plan which was approved by shareholders at our AGM on March 28, 2023 in order to grant stock options or non-stock option awards to people in the United States. Under the 2023 Plan GreenPower can issue stock options that are considered incentive stock options, which are stock options that qualify for certain favorable tax treatment under U.S. tax laws. Nonqualified stock options are stock options that are not incentive stock options. The aggregate fair market value on the date of grant of Shares with respect to which incentive stock options are exercisable for the first time by an optionee subject to tax in the United States during any calendar year must not exceed US$100,000, or such other limit as may be prescribed by the Internal Revenue Code. Non-stock option awards mean a right granted to an award recipient under the 2023 Plan, which may include the grant of stock appreciation rights, restricted awards or other equity-based awards. No stock options have been issued under the 2023 Plan as at March 31, 2023. 2022 Plan Effective April 19, 2022 GreenPower adopted the 2022 Equity Incentive Plan (the "2022 Plan"), which was further ratified on February 21, 2023, and which replaced the 2019 Plan. Under the 2022 Plan the Company can grant equity-based incentive awards in the form of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). RSU's, DSU's and PSU's are collectively referred to as "Performance Based Awards". The 2022 Plan is a Rolling Plan for Options and a fixed-plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Options granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements), shall not exceed 10% of the Company's issued and outstanding Shares from time to time, and (ii) may be issued in respect of Performance-Based Awards granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements) shall not exceed 2,467,595. No performance based awards have been issued as at March 31, 2023 or as at March 31, 2022. The 2022 Plan is considered an "evergreen" plan, since Options which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the 2022 Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases. Stock Option Plans from Prior Periods On May 14, 2019, the Company replaced the 2016 Plan with a Rolling Stock Option Plan (the "2019 Plan"). Under the terms of the 2019 Plan, the aggregate number of Options that can be granted under the 2019 Plan cannot exceed ten (10%) of the total number of issued and outstanding Shares, calculated on a non- diluted basis. The exercise price of options granted under the 2019 Plan may not be less than the minimum prevailing price permitted by the TSXV policies with a maximum term of 10 years. On March 9, 2016, the shareholders approved the previous stock option plan which initially allowed for the issuance of up to 1,491,541 shares and which was subsequently further increased to allow up to 2,129,999 shares to be issued under the plan (the "2016 Plan"). Prior to the adoption of the 2016 Plan, the Company had adopted an incentive stock option plan (the "Plan"), whereby it could grant options to directors, officers, employees, and consultants of the Company. The Company had the following incentive stock options granted under the 2022 Plan, the 2019 Plan, and 2016 Plan that are issued and outstanding as at March 31, 2023: Expiry Date Exercise Price Balance March 31, 2022 Granted Exercised Forfeited or Expired Balance March 31, 2023 May 26, 2022 CDN $ 5.25 5,357 - - (5,357 ) - December 18, 2022 CDN $ 3.15 14,286 - - (14,286 ) - May 4, 2023 CDN $ 3.50 68,571 - (2,857 ) (8,570 ) 57,144 November 30, 2023 CDN $ 3.01 50,000 - - - 50,000 February 12, 2024 CDN $ 3.50 73,214 - - (1,427 ) 71,787 January 30, 2025 CDN $ 2.59 281,787 - (465 ) (26,682 ) 254,640 February 11, 2025 CDN $ 8.32 50,000 - - - 50,000 July 3, 2025 CDN $ 4.90 41,787 - - (25,716 ) 16,071 November 19, 2025 US $ 20.00 300,000 - - - 300,000 December 4, 2025 US $ 20.00 20,000 - - - 20,000 May 18, 2026 CDN $ 19.62 139,650 - - (66,375 ) 73,275 December 10, 2026 CDN $ 16.45 658,000 - - (104,500 ) 553,500 July 4, 2027 CDN $ 4.25 - 15,000 - - 15,000 November 2, 2027 US $ 2.46 - 60,000 - (50,000 ) 10,000 February 14, 2028 CDN $ 3.80 - 660,000 - (15,000 ) 645,000 March 28, 2028 CDN $ 2.85 - 100,000 - - 100,000 Total outstanding 1,702,652 835,000 (3,322 ) (317,913 ) 2,216,417 Total exercisable 700,957 1,265,128 Weighted Average Exercise Price (CDN$) $ 12.94 $ 3.66 $ 3.37 $ 11.16 $ 10.72 Weighted Average Remaining Life 3.5 years 3.4 years As at March 31, 2023, there were 255,246 stock options available for issuance under the 2023 and 2022 plan and 2,467,595 performance based awards available for issuance under the 2023 Plan and the 2022 Plan. During the year ended March 31, 2023, 317,913 options were forfeited or expired. On July 4, 2022, the Company granted 15,000 options to an employee with a term of five years and an exercise price of CDN$4.25 per share which vest 25% after 4 months, and after years 1, 2, and 3. On November 2, 2022, the Company granted 60,000 options to employees with a term of five years and an exercise price of US$2.46 per share which vest 25% after 4 months, and after years 1, 2, and 3. On February 14, 2023, the Company granted 660,000 options with a term of five years and an exercise price of CDN$3.80 per share, comprised of: a. b. c. On March 28, 2023 the Company granted 100,000 stock options to employees. The stock options have an exercise price of CDN$2.85 per share, a term of 5 years, which vest after 4 months, and then 25% after years 1, 2, and 3. During the year ended March 31, 2023, 3,322 common shares were issued pursuant to the exercise of stock options and 317,913 options were forfeited or expired. During the year ended March 31, 2023, the Company incurred share-based compensation expense with a measured fair value of $3,645,893. The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Statements of Operations. Subsequent to the end of the reporting period: • • • Between April 1 2023 and June 30, 2023, 74,761 stock options exercisable at a weighted average share price of $5.54 were forfeited. The Company had the following incentive stock options granted under the 2019 Plan, and 2016 Plan that are issued and outstanding as at March 31, 2022: Exercise Balance Forfeited Balance Expiry Date Price March 31, 2021 Granted Exercised or Expired March 31, 2022 October 27, 2021 CDN $ 4.34 71,429 - (71,429 ) - - February 2, 2022 CDN $ 5.25 65,286 - (57,144 ) (8,142 ) - May 26, 2022 CDN $ 5.25 148,214 - (142,857 ) - 5,357 December 18, 2022 CDN $ 3.15 25,000 - (10,714 ) - 14,286 May 4, 2023 CDN $ 3.50 70,357 - (1,786 ) - 68,571 November 30, 2023 CDN $ 3.01 50,000 - - - 50,000 February 12, 2024 CDN $ 3.50 78,571 - (5,357 ) - 73,214 January 30, 2022 CDN $ 2.59 19,643 - (1,786 ) (17,857 ) - January 30, 2025 CDN $ 2.59 309,822 - (26,964 ) (1,071 ) 281,787 July 3, 2022 CDN $ 4.90 7,143 - (7,143 ) - - February 11, 2025 CDN $ 8.32 - 50,000 50,000 July 3, 2025 CDN $ 4.90 49,643 - (4,642 ) (3,214 ) 41,787 November 19, 2025 US $ 20.00 300,000 - - - 300,000 December 4, 2025 US $ 20.00 20,000 - - - 20,000 May 18, 2026 CDN $ 19.62 - 173,650 - (34,000 ) 139,650 December 10, 2026 CDN $ 16.45 - 693,000 - (35,000 ) 658,000 Total outstanding 1,215,108 916,650 (329,822 ) (99,284 ) 1,702,652 Total exercisable 882,964 700,957 Weighted Average Exercise Price (CDN$) $ 9.35 $ 16.61 $ 4.70 $ 13.60 $ 12.94 Weighted Average Remaining Life 3.1 years 3.5 years As at March 31, 2022, there were 612,152 stock options available for issuance under the 2019 plan. During the year ended March 31, 2022, 99,284 options were forfeited or expired. O n May 18, 2021 the Company granted 173,650 options to employees with a term of five years and an exercise price of CDN$19.62 per share which vest 25% after 4 months, after years 1, 2, and 3. On December 10, 2021 the Company granted 693,000 options with a term of five years and an exercise price of CDN$16.45 per share, comprised of: 350,000 stock options to officers and directors which vest 25% after 4 months, and then 25% after six months, nine months and twelve months; 278,000 stock options to employees which vest 25% after 4 months, and then 25% after years 1, 2, and 3; 65,000 stock options to two consultants which vest 25% after 4 months, and then 25% after six months, nine months and twelve months. On February 11, 2022 the Company granted 50,000 stock options to an employee. The stock options have an exercise price of CDN$8.32 per share, a term of 3 years, and are exercisable after six months. During the year ended March 31, 2022, 329,822 common shares were issued pursuant to the exercise of stock options. During the year ended March 31, 2022, the Company incurred share-based compensation expense with a measured fair value of $5,771,475. The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Statements of Operations. The Company had the following incentive stock options granted under the 2019 Plan, and 2016 Plan that are issued and outstanding as at March 31, 2021: Exercise Balance Forfeited Balance May 26, 2020 CDN $ 4.20 21,429 - - (21,429 ) - July 10, 2020 CDN $ 3.85 7,143 - - (7,143 ) - February 4, 2021 CDN $ 2.45 57,143 - (57,143 ) - - May 6, 2021 CDN $ 2.45 74,286 - (62,858 ) (11,428 ) - October 27, 2021 CDN $ 4.34 71,429 - - - 71,429 February 2, 2022 CDN $ 5.25 65,286 - - - 65,286 May 26, 2022 CDN $ 5.25 148,214 - - - 148,214 December 18, 2022 CDN $ 3.15 25,000 - - - 25,000 May 4, 2023 CDN $ 3.50 75,714 - (5,357 ) - 70,357 November 30, 2023 CDN $ 3.01 50,000 - - - 50,000 February 12, 2024 CDN $ 3.50 78,571 - - - 78,571 January 30, 2022 CDN $ 2.59 25,000 - (5,357 ) - 19,643 January 30, 2025 CDN $ 2.59 319,286 - (5,893 ) (3,571 ) 309,822 July 3, 2022 CDN $ 4.90 - 14,286 (7,143 ) - 7,143 July 3, 2025 CDN $ 4.90 - 51,429 (1,786 ) - 49,643 November 19, 2025 US $ 20.00 - 300,000 - - 300,000 December 4, 2025 US $ 20.00 - 20,000 - - 20,000 Total outstanding 1,018,501 385,715 (145,537 ) (43,571 ) 1,215,108 Total exercisable 629,750 882,964 Weighted Average Exercise Price (CDN$) $ 3.50 $ 21.70 $ 2.65 $ 3.55 $ 9.35 Weighted Average Remaining Life 3.0 years 3.1 years As at March 31, 2021, there were 874,148 stock options available for issuance under the 2019 plan. During the year ended March 31, 2021, 43,571 options were forfeited or expired. On July 3, 2020 the Company granted: 51,429 stock options to employees with an exercise price of CDN$4.90 per share and with a term of 5 years, and which vest 25% after 4 months, and then 25% after years 1, 2, and 3, and 14,286 stock options to a consultant (IR provider) with an exercise price of CDN$4.90 per share and with a term of 2 years and which vest 25% at the end of every 3 months for a period of twelve months. On November 19, 2020 the Company granted an aggregate of 300,000 stock options, with 100,000 granted to each of three of Greenpower's officers. The stock options have an exercise price of $20.00 per share, a term of 5 years, and are exercisable 25% after four months, and 25% after the first, second and third year from the grant date. On December 4, 2020 the Company granted an aggregate of 20,000 stock options, with 5,000 granted to each of the Company's four independent directors. The stock options have an exercise price of $20.00 per share, a term of 5 years, and are exercisable at the end of every 3 months for a period of twelve months. During the year ended March 31, 2021, 145,537 common shares were issued pursuant to the exercise of stock options. During the year ended March 31, 2021, the Company incurred share-based compensation expense with a measured fair value of $2,098,761. The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Statements of Operations. The weighted average share price on the exercise dates for the years ending March 31, 2023, 2022, and 2021 respectively were CDN $8.06, CDN $10.87, and CDN $2.65. The following weighted-average assumptions were used for the Black-Scholes valuation of stock option grants: For the year ended March 31, 2023 March 31, 2022 March 31, 2021 Share price on grant date CDN $3.66 CDN $16.61 $17.21 Exercise price CDN $3.66 CDN $16.61 $17.21 Risk-free interest rate 3.22% 1.23% 0.47% Expected life of options 5 years 4.9 years 5 years Annualized volatility 101% 94% 73% Forfeiture rate Nil Nil Nil Dividend rate N/A N/A N/A |