NOTE 8 - STOCK OPTIONS

12 Months Ended

Jun. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

NOTE 8 - STOCK OPTIONS

NOTE 8 – STOCK OPTIONS

As part of our board of director’s compensation plan, we granted non-qualified options to our three outside directors, during the period ended June 30, 2012, as follows:

Name	Grant Date	Option Shares		Exercise Price		Years to Exercise
James Jensen	March 6, 2012		40,000	$	0.50		5
Rene Mikkelsen	March 6, 2012		30,000	$	0.50		5
Soren Jonassen	May 9, 2012		30,000	$	0.50		5

The exercise price, $0.50 per share, for these options were based on the same price per share as our $610,000 private placement of 1,220,000 shares that were sold in arms-length transactions to non-affiliated third parties. These non-qualified options have a vesting schedule with the following major vesting components: 25% vest on July 1, 2012, 3% vest on the last day of each calendar quarter thereafter, accelerated vesting occurs upon the following events: 50% upon the Company closing one or more rounds of financing of $7 million or more, 25% on the last day of each quarter that the Company’s common stock trades, for a three month rolling average, above $1.50 per share, and 25% for each 5,000 hectares of property put into production.

As part of our compensation plan, we granted non-qualified options to management, during the period ended June 30, 2012, as follows:

Name	Grant Date	Option Shares		Exercise Price		Years to Exercise
Peter Moeller	March 6, 2012		400,000	$	0.50		5
Robert Bench	March 6, 2012		600,000	$	0.50		5
Lars Nielsen	June 19, 2012		300,000	$	0.50		3
Stephen Abu	June 19, 2012		300,000	$	0.50		3

On March 6, 2012, we granted Robert K Bench, our President non-qualified options to purchase 600,000 shares of common stock at an exercise price of $0.50 per share, exercisable for a period of five years. Of these options, 200,000 vested upon the completion of the Share Exchange on March 31, 2012.

On June 19, 2012, we granted Lars Nielsen, our COO, and Stephen Abu, our Vice President Corporate Development, non-qualified options to purchase 300,000 shares each of common stock at an exercise price of $0.50 per share, exercisable for a period of three years. There are a number of restrictions on these options that are required to be met before they become exercisable. The exercise price for these non-qualified options was based on the same price per share as our $610,000 private placement of 1,220,000 shares sold in arms-length transactions to non-affiliated third parties. The remainder of these 1,000,000 non-qualified options, (Bench—400,000; Nielsen—300,000; and Abu—300,000) have a vesting schedule with the following major vesting components: no options vest until the Company has raised at least $7 million in one or more rounds of funding, at which time 50% of the options vest, 25% vest on the last day of each quarter that the Company’s common stock trades, for a three month rolling average, above $1.50 per share, and 25% for each 5,000 hectares of property put into production.

On March 31, 2012, Peter Moeller’s position as CEO of the Company was terminated and his options to purchase 400,000 common shares were forfeited.

A summary of the status of the non-qualified stock options at June 30, 2012 and changes since inception (July 5, 2011) are as follows:

	Shares Under Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at July 5, 2012 (date of inception)		0		$	—			$	—
Granted		1,700,000			0.50
Exercised		0			—
Expired		(400,000	)		0.50
Outstanding at June 30, 2012		1,300,000		$	0.50		4.08	$	325,000
Exercisable at June 30, 2012		225,000		$	0.50		4.08	$	56,250

The fair value of the stock option grants is estimated on the date of grant using a lattice based option pricing model in accordance with proper accounting treatment and valuation as set forth in the Statement of Financial Accounting Standard No. ASC 718 for Share-based Payments.  The Company granted 1,700,000 options during the period from July 5, 2011 (date of inception) through June 30, 2012, of which 400,000 options were forfeited.  The aggregate fair value at the time the options were granted will be amortized over the five year life of the options and expensed as share-based compensation in the Company’s Statement of Operations.

Share-based compensation from all sources recorded during the period ended June 30, 2012 was $48,922, and is reported as general and administrative expense in the accompanying consolidated statements of operations.  As of June 30, 2012, there is $144,025 of unrecognized compensation cost related to stock-based payments that will be recognized over a period of 4.5 years.

At a special meeting of our shareholders held on March 31, 2008, our shareholders approved a proposal to adopt our 2008 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan became effective on April 23, 2008. Directors, employees, consultants and advisors of Agricon and its subsidiaries are eligible to receive awards under the Stock Incentive Plan. The Stock Incentive Plan will be administered by the Compensation Committee of our Board of Directors. The Stock Incentive Plan will continue until April 23, 2018. A maximum of

300,000 shares of our common stock was made available for issuance under the Stock Incentive Plan. The following types of awards are available under the Stock Incentive Plan: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) restricted stock units; and (v) performance awards. Our Board of Directors may, from time to time, alter, amend, suspend or terminate the Stock Incentive Plan.

On February 10, 2012 a majority of our shareholders approved an amendment to the Stock Incentive Plan to increase the share amount under the plan from 300,000 to 3,300,000. As of June 30, 2012, we had made no awards under the Stock Incentive Plan.