Filed by sedaredgar.com - General Metals Corporation - Exhibit 4.2






GENERAL METALS CORPORATION 

2008 STOCK PLAN 

NOTICE OF GRANT 

Capitalized but otherwise undefined terms in this Notice of
Grant and the attached Stock Option Agreement shall have the same defined
meanings as in the 2008 Stock Plan.

Name: ______________________________    Address:
_______________________________________________________________--

You have been granted an option (the “Option”) to purchase
Common Stock of the Corporation, subject to the terms and conditions of the Plan
and the attached Stock Option Agreement, as follows: 


	Date of Grant: 	 
    
	 	 
	Vesting Commencement Date: 	 
    
	 	 
	Option Price per Share: 	$
  
	 	 
	Total Number of Shares Granted: 	 
    
	 	 
	Total Option Price: 	$
  
	 	 
	Type of Option: 	_________             Incentive
      Stock Option 
	  	_________             Nonqualified
      Stock Option 
	 	 
	Term/Expiration Date: 	[Ten (10)] [Five (5)] years after Date
      of Grant 



Vesting Schedule: 

The Option shall vest, in whole or in part, in accordance with
the following schedule: 

N/A 




GENERAL METALS CORPORATION 

2008 STOCK PLAN 

STOCK OPTION AGREEMENT 

             
  This STOCK OPTION AGREEMENT (“Agreement”), dated as of the
  ___ day of ________, 200_ is made by and between GENERAL METALS CORPORATION,
  a Nevada corporation (the “Corporation”), and ___________________________
  (the “Optionee,” which term as used herein shall be deemed to include
  any successor to the Optionee by will or by the laws of descent and distribution,
  unless the context shall otherwise require). 

BACKGROUND 

             
Pursuant to the Corporation’s 2008 Stock Plan (the “Plan”), the Corporation,
acting through the Committee of the Board of Directors (if a committee has been
formed to administer the Plan) or its entire Board of Directors (if no such
committee has been formed) responsible for administering the Plan (in either
case, referred to herein as the “Committee”), approved the issuance to the
Optionee, effective as of the date set forth above, of a stock option to
purchase shares of Common Stock of the Corporation at the price (the “Option
Price”) set forth in the attached Notice of Grant (which is expressly
incorporated herein and made a part hereof, the “Notice of Grant”), upon the
terms and conditions hereinafter set forth. 

             
NOW, THEREFORE, in consideration of the mutual premises and
undertakings hereinafter set forth, the parties hereto agree as follows: 

1.        
 Option; Option Price. On behalf of the Corporation, the
Committee hereby grants to the Optionee the option (the “Option”) to purchase,
subject to the terms and conditions of this Agreement and the Plan (which is
incorporated by reference herein and which in all cases shall control in the
event of any conflict with the terms, definitions and provisions of this
Agreement), that number of shares of Common Stock of the Corporation set forth
in the Notice of Grant, at an exercise price per share equal to the Option Price
as is set forth in the Notice of Grant (the “Optioned Shares”). If designated in
the Notice of Grant as an “incentive stock option,” the Option is intended to
qualify for Federal income tax purposes as an “incentive stock option” within
the meaning of Section 422 of the Code. A copy of the Plan as in effect on the
date hereof has been supplied to the Optionee, and the Optionee hereby
acknowledges receipt thereof. 

2.         
Term. The term (the “Option Term”) of the Option shall
commence on the date of this Agreement and shall expire on the Expiration Date
set forth in the Notice of Grant unless such Option shall theretofore have been
terminated in accordance with the terms of the Notice of Grant, this Agreement
or of the Plan. 

3.        
 Time of Exercise.

            (a)       
Unless accelerated in the discretion of the Committee or as otherwise provided
herein, the Option shall become exercisable during its term in accordance with
the Vesting 




Schedule set out in the Notice of Grant. Subject to the
provisions of Sections 5 and 8 hereof, shares as to which the Option becomes
exercisable pursuant to the foregoing provisions may be purchased at any time
thereafter prior to the expiration or termination of the Option. 

           
(b)        Anything contained in this
Agreement to the contrary notwithstanding, to the extent the Option is intended
to be an Incentive Stock Option, the Option shall not be exercisable as an
Incentive Stock Option, and shall be treated as a Non-Statutory Option, to the
extent that the aggregate Fair Market Value on the date hereof of all stock with
respect to which Incentive Stock Options are exercisable for the first time by
the Optionee during any calendar year (under the Plan and all other plans of the
Corporation, its parent and its subsidiaries, if any) exceeds $100,000. 

4.         
Termination of Option. 

            (a)       
The Optionee may exercise the Option (but only to the extent the Option was
exercisable at the time of termination of the Optionee’s Business Relationship
with the Corporation, its parent or any of its subsidiaries) at any time within
three (3) months following the termination of the Optionee’s Business
Relationship with the Corporation, its parent or any of its subsidiaries, but
not later than the scheduled expiration date. If the termination of the
Optionee’s employment is for cause or is otherwise attributable to a breach by
the Optionee of an employment, non-competition, non-disclosure or other material
agreement, the Option shall expire immediately upon such termination. If the
Optionee is a natural person who dies while in a Business Relationship with the
Corporation, its parent or any of its subsidiaries, this option may be
exercised, to the extent of the number of shares with respect to which the
Optionee could have exercised it on the date of his death, by his estate,
personal representative or beneficiary to whom this option has been assigned
pursuant to Section 9 of the Plan, at any time within the twelve (12) month
period following the date of death. If the Optionee is a natural person whose
Business Relationship with the Corporation, its parent or any of its
subsidiaries is terminated by reason of his disability, this Option may be
exercised, to the extent of the number of shares with respect to which the
Optionee could have exercised it on the date the Business Relationship was
terminated, at any time within the twelve (12) month period following the date
of such termination, but not later than the scheduled expiration date. At the
expiration of such three (3) or twelve (12) month period or the scheduled
expiration date, whichever is the earlier, this Option shall terminate and the
only rights hereunder shall be those as to which the Option was properly
exercised before such termination. 

            (b)       
Anything contained herein to the contrary notwithstanding, the Option shall not
be affected by any change of duties or position of the Optionee (including a
transfer to or from the Corporation, its parent or any of its subsidiaries) so
long as the Optionee continues in a Business Relationship with the Corporation,
its parent or any of its subsidiaries. 




5.        Procedure
for Exercise. 

            (a)       
The Option may be exercised, from time to time, in whole or in part (but for the
purchase of whole shares only), by delivery of a written notice in the form
attached as Exhibit A hereto (the “Notice”) from the Optionee to the
Secretary of the Corporation, which Notice shall:

                         
(i)        state that the Optionee elects to
exercise the Option; 

                          (ii)       
state the number of shares with respect to which the Option is being exercised
(the “Optioned Shares”); 

                          (iii)       
state the method of payment for the Optioned Shares pursuant to Section 5(b);


                          (iv)       
state the date upon which the Optionee desires to consummate the purchase of the
Optioned Shares (which date must be prior to the termination of such Option and
no later than 30 days from the delivery of such Notice); 

                         (v)       
include any representations of the Optionee required under Section 8(b);

                          (vi)       
if the Option shall be exercised in accordance with Section 9 of the Plan by any
person other than the Optionee, include evidence to the satisfaction of the
Committee of the right of such person to exercise the Option; and 

            (b)       
Payment of the Option Price for the Optioned Shares shall be made either (i) by
delivery of cash or a check to the order of the Corporation in an amount equal
to the Option Price, (ii) if approved by the Committee, by delivery to the
Corporation of shares of Common Stock of the Corporation having a Fair Market
Value on the date of exercise equal in amount to the Option Price of the options
being exercised, (iii) by any other means which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board), or (iv) by any
combination of such methods of payment.

            (c)       
The Corporation shall issue a stock certificate in the name of the Optionee (or
such other person exercising the Option in accordance with the provisions of
Section 9 of the Plan) for the Optioned Shares as soon as practicable after
receipt of the Notice and payment of the aggregate Option Price for such shares.


6.        
 No Rights as a Stockholder. The Optionee shall not
have any privileges of a stockholder of the Corporation with respect to any
Optioned Shares until the date of issuance of a stock certificate pursuant to
Section 5(c). 

7.          Adjustments.
  The Plan contains provisions covering the treatment of options in a number of
  contingencies such as stock splits and mergers. Provisions in the Plan for adjustment
  with respect to stock subject to options and the related provisions with respect
  to successors to the business of the Corporation are hereby made applicable
  hereunder and are incorporated 




herein by reference. In general, the Optionee should not assume
that options would survive the acquisition of the Corporation. 

8.        
 Additional Provisions Related to Exercise.

            (a)       
The Option shall be exercisable only on such date or dates and during such
period and for such number of shares of Common Stock as are set forth in this
Agreement. 

            (b)       
To exercise the Option, the Optionee shall follow the procedures set forth in
Section 5 hereof. Upon the exercise of the Option at a time when there is not in
effect a registration statement under the Securities Act of 1933, as amended
(the “Securities Act”), relating to the shares of Common Stock issuable upon
exercise of the Option, the Committee in its discretion may, as a condition to
the exercise of the Option, require the Optionee (i) to execute an Investment
Representation Statement substantially in the form set forth in Exhibit B
hereto and (ii) to make such other representations and warranties as are deemed
appropriate by counsel to the Corporation.

           
(c)        Stock certificates representing
shares of Common Stock acquired upon the exercise of Options that have not been
registered under the Securities Act shall, if required by the Committee, bear an
appropriate restrictive legend referring to the Securities Act. No shares of
Common Stock shall be issued and delivered upon the exercise of the Option
unless and until the Corporation and/or the Optionee shall have complied with
all applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction. 

9.         
No Evidence of Employment or Service. Nothing contained in
the Plan or this Agreement shall confer upon the Optionee any right to continue
in a Business Relationship with the Corporation, its parent or any of its
subsidiaries or interfere in any way with the right of the Corporation, its
parent or its subsidiaries (subject to the terms of any separate agreement to
the contrary) to terminate the Optionee’s Business Relationship or to increase
or decrease the Optionee’s compensation at any time. 

10.        Restriction
on Transfer. The Option may not be transferred, pledged,
assigned, hypothecated or otherwise disposed of in any way by the Optionee,
except by will or by the laws of descent and distribution, and may be exercised
during the lifetime of the Optionee only by the Optionee. If the Optionee dies,
the Option shall thereafter be exercisable, during the period specified in
Section 4, by his executors or administrators to the full extent to which the
Option was exercisable by the Optionee at the time of his death. The Option
shall not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Option, shall be null and void and without effect. The
words “transfer” and “dispose” include without limitation the making of any
sale, exchange, assignment, gift, security interest, pledge or other
encumbrance, or any contract therefor, any voting trust or other agreement or
arrangement with respect to the transfer of any interest, beneficial or
otherwise, in the Option, the creation of any other claim thereto or any other
transfer or disposition whatsoever, whether voluntary or involuntary, affecting
the right, title, interest or possession with respect to the Option. 




11.        Specific
Performance. Optionee expressly agrees that the Corporation will be
irreparably damaged if the provisions of this Agreement and the Plan are not
specifically enforced. Upon a breach or threatened breach of the terms,
covenants and/or conditions of this Agreement or the Plan by the Optionee, the
Corporation shall, in addition to all other remedies, be entitled to a temporary
or permanent injunction, without showing any actual damage, and/or decree for
specific performance, in accordance with the provisions hereof and thereof. The
Board of Directors shall have the power to determine what constitutes a breach
or threatened breach of this Agreement or the Plan. Any such determinations
shall be final and conclusive and binding upon the Optionee. 

12.       
Disqualifying Dispositions. To the extent the Option is intended
to be an Incentive Stock Option, and if the Optioned Shares are disposed of
within two years following the date of this Agreement or one year following the
issuance thereof to the Optionee (a “Disqualifying Disposition”), the Optionee
shall, immediately prior to such Disqualifying Disposition, notify the
Corporation in writing of the date and terms of such Disqualifying Disposition
and provide such other information regarding the Disqualifying Disposition as
the Corporation may reasonably require. 

13.       
Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if (i)
personally delivered or sent by telecopy, (ii) sent by nationally-recognized
overnight courier or (iii) sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows: 

             
if to the Optionee, to the address (or telecopy number) set forth on the Notice
of Grant; and 

             
if to the Corporation, to its principal executive office as specified in any
report filed by the Corporation with the Securities and Exchange Commission or
to such address as the Corporation may have specified to the Optionee in
writing, Attention: Corporate Secretary. 

or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any such communication shall be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied, (ii) on the first
Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the third Business Day
following the date on which the piece of mail containing such communication is
posted, if sent by mail. As used herein, “Business Day” means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open.

14.        No
Waiver. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition,
whether of like or different nature. 

15.        Optionee
Undertaking. The Optionee hereby agrees to take whatever
additional actions and execute whatever additional documents the Corporation may
in its reasonable judgment deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on the Optionee
pursuant to the express provisions of this Agreement. 




16.       
Modification of Rights. The rights of the Optionee are
subject to modification and termination in certain events as provided in this
Agreement and the Plan. 

17.        Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada applicable to contracts made
and to be wholly performed therein, without giving effect to its conflicts of
laws principles. 

18.       
Counterparts; Facsimile Execution. This Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument. Facsimile execution and delivery of this Agreement is legal, valid
and binding execution and delivery for all purposes. 

19.        Entire
Agreement. This Agreement (including the Notice of Grant) and the
Plan, and, upon execution, the Notice and Investment Representation Statement,
constitute the entire agreement between the parties with respect to the subject
matter hereof, and supersede all previously written or oral negotiations,
commitments, representations and agreements with respect thereto. 

20.       
Severability. In the event one or more of the provisions of
this Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

21.        WAIVER OF
JURY TRIAL. THE OPTIONEE HEREBY EXPRESSLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 

[signature page follows] 




             
IN WITNESS WHEREOF, the parties hereto have executed this
Option Agreement as of the date first written above. 

	 	 	GENERAL METALS CORPORATION 
	 	 	  
	 	 	  
	 	By:	
	 	 	Name: 
	 	 	Title: 
	 	 	  
	 	 	  
	 	 	  
	 	 	  
	 	 	Optionee: 
	 	 	 
	 	 	 
	 	 	 
	 	 	Name: 






NOTE RE: EXHIBITS 


EXHIBITS A AND B ARE TO BE SIGNED 

WHEN OPTIONS ARE EXERCISED, 

NOT WHEN OPTION AGREEMENT IS SIGNED. 




EXHIBIT A 

GENERAL METALS CORPORATION 

2008 STOCK PLAN 

EXERCISE NOTICE 

General Metals Corporation 
Attention: Chief Executive
Officer 

             
1.        Exercise of Option.
Effective as of today, _______________________, 20__ , the undersigned (the
“Optionee”) hereby elects to exercise the Optionee’s option to purchase
________________ shares of the Common Stock (the “Shares”) of General Metals
Corporation (the “Corporation”) under and pursuant to the 2008 Stock Plan (the
“Plan”) and the Stock Option Agreement dated _________ (the “Stock Option
Agreement”), with the purchase of the Shares to be consummated on ______________
___, ____ (the “Effective Date”), which date is prior to the termination of the
Option and no later than 30 days from the date of delivery of this Notice. 

             
2.        Representations of the
Optionee. The Optionee acknowledges that the Optionee has received, read and
understood the Plan and the Stock Option Agreement and agrees to abide by and be
bound by their terms and conditions.

             
3.        Rights as Shareholder; Shares
Subject to Stockholders Agreement. Until the stock certificate evidencing
such Shares is issued (as evidenced by the appropriate entry on the books of the
Corporation or of a duly authorized transfer agent of the Corporation), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. The
Corporation shall issue (or cause to be issued) such stock certificate promptly
after the Effective Date, provided the applicable price has been paid and the
required documents have been received. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock
certificate is issued, except as otherwise provided in the Plan. Unless waived
by the Corporation in writing, the Shares shall automatically become subject to
the terms and conditions of any stockholders agreement or similar agreement to
which a majority of the outstanding capital stock of the Corporation is subject
at the time of exercise and the Optionee shall sign as a condition to the
issuance of the Shares such joinder agreement, signature pages or other
documents in order to evidence the Optionee’s agreement to be so bound. 

             
4.        Tax Consultation. The
Optionee understands that the Optionee may suffer adverse tax consequences as a
result of the Optionee’s purchase or disposition of the Shares. The Optionee
represents that the Optionee has consulted with any tax consultants the Optionee
deems advisable in connection with the purchase or disposition of the Shares and
that the Optionee is not relying on the Corporation for any tax advice. 

             
5.        Successors and Assigns. The
Corporation may assign any of its rights under the Stock Option Agreement to
single or multiple assignees (who may be stockholders, officers, directors,
employees or consultants of the Corporation), and this Agreement shall inure to
the 




benefit of the successors and assigns of the Corporation.
Subject to the restrictions on transfer set forth in the Stock Option Agreement,
this Agreement shall be binding upon the Optionee and his or her heirs,
executors, administrators, successors and assigns. 

             
6.        Interpretation. Any dispute
regarding the interpretations of this Agreement shall be submitted by the
Optionee or by the Corporation forthwith to the Committee, which shall review
such dispute at its next regular meeting. The resolution of such a dispute by
the Committee shall be final and binding on the Corporation and on the Optionee.


             
7.        Governing Laws:
Severability. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts made
and to be wholly performed therein, without giving effect to its conflicts of
laws principles. Should any provision of this Agreement be determined by a court
of law to be illegal or unenforceable, the other provisions shall nevertheless
remain effective and shall remain enforceable. 

             
8.        Notices. Any notice required
or permitted hereunder shall be given in writing and shall be deemed effectively
given if given in the manner specified in the Stock Option Agreement. 

             
9.        Further Instruments. The
parties agree to execute such further instruments and to take such further
action as may be reasonably necessary to carry out the purposes and intent of
this Agreement. 

             
10.        Delivery of Payment. The
Optionee herewith delivers to the Corporation the full Option Price for the
Shares. 

             
11.        Entire Agreement. The Plan,
the Notice of Grant, and the Stock Option Agreement are incorporated herein by
reference. This Agreement, the Plan, the Notice of Grant, the Stock Option
Agreement, and the Investment Representation Statement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Corporation and the Optionee with respect to the subject
matter hereof. 

	Submitted by: 	 	Accepted by: 
	 	 	 	 
	OPTIONEE: 	 	GENERAL METALS CORPORATION 
	  	 	 	  
	  	 	By:	 
	 	 	 	 
	  	 	Its:	 
	Name: 	 	 	  







EXHIBIT B 

2008 STOCK PLAN 

INVESTMENT REPRESENTATION STATEMENT 

	OPTIONEE 	:		 
	 	 	 	 
	CORPORATION 	:	GENERAL METALS CORPORATION 	 
	 	 	 	 
	SECURITY 	:	Common Stock 	 
	 	 	 	 
	AMOUNT 	:		 
	 	 	 	 
	DATE 	:		 


In connection with the purchase of the above-listed Securities,
the undersigned Optionee represents to the Corporation the following: 

             
(a)        The Optionee is aware of the
Corporation’s business affairs and financial condition and has acquired
sufficient information about the Corporation to reach an informed and
knowledgeable decision to acquire the Securities. The Optionee is acquiring
these Securities for investment for the Optionee’s own account only and not with
a view to, or for resale in connection with, a “distribution” thereof within the
meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

             
(b)        The Optionee acknowledges and
understands that the Securities constitute “restricted securities” under the
Securities Act and have not been registered under the Securities Act in reliance
upon a specific exemption therefrom, which exemption depends upon, among other
things, the bona fide nature of the Optionee’s investment intent as expressed
herein. In this connection, the Optionee understands that, in the view of the
Securities and Exchange Commission, the statutory basis for such exemption may
be unavailable if the Optionee’s representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future. The Optionee further understands that the
Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
The Optionee further acknowledges and understands that the Corporation is under
no obligation to register the Securities. The Optionee understands that the
certificate evidencing the Securities will be imprinted with a legend which
prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the
Corporation and other legends required under the applicable state or federal
securities laws. 

Signature of Optionee: _____________________________

Date:__________________

General Metals Corporation - Exhibit