Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






ENERTOPIA CORPORATION 

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 2014 Stock Option 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: 	______________________ years after Date of
      Grant 


Vesting Schedule: 

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

[insert vesting schedule OR N/A] 




ENERTOPIA CORPORATION 

2014 Stock Option Plan 

STOCK OPTION AGREEMENT 

This STOCK OPTION AGREEMENT (“Agreement”), dated
as of the _______________ day of _______________ ,
201        is made by and between
ENERTOPIA 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 2014 Stock Option 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,
______________________ share options at $ __________ per share,
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. 

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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. 

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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: 

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

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


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

(d)     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); 

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

(f)     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. 

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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. 

(d)     Subject to the provisions of this
Agreement and the Plan and subject to compliance with any applicable securities
laws and the policies of the Canadian Securities Exchange, the Options shall be
exercisable, in full or in part, at any time after vesting, until termination,
provided that if the Optionee is subject to the reporting and liability
provisions of Section 16 of the Securities Exchange Act of 1934,
as amended, the Optionee shall be precluded from selling, transferring or
otherwise disposing of any Optioned Shares during the six months immediately
following the grant of the Options unless an exemption is available to such
restrictions. If less than all of the Optioned Shares included in the vested
portion of any Options are purchased, the remainder may be purchased at any
subsequent time prior to the Expiry Date. Only whole Optioned Shares may be
issued pursuant to the exercise of any Options, and to the extent that any
Option covers less than one Optioned Share, it is not exercisable. 

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. 

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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.

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14.    Representations and Warranties.
  The Optionee hereby represents and warrants to and covenants with the
  Corporation (which representations, warranties and covenants shall survive the
closing) that: 

	 	(a) 	
      the Optionee is a director, officer, employee or
      consultant of the Corporation or subsidiary of the Corporation;

	 	 	 
	 	(b) 	
      if the Optionee is a consultant and resident in Canada,
      the Optionee:




	 	1) 	
      is engaged to provide services to the Corporation or a
      related entity of the Corporation, other than services provided in
      relation to a distribution,

	 	 	 
	 	2) 	
      provides the services under a written contract with the
      Corporation or a related entity of the issuer, and

	 	 	 
	 	3) 	
      spends or will spend a significant amount of time and
      attention on the affairs and business of the issuer or a related entity of
      the issuer;




	 	(c) 	
      if an employee or consultant of the Corporation or
      subsidiary of the Corporation, the Optionee is a bona fide employee or
      consultant of the Corporation or subsidiary of the
  Corporation;



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. 

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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] 

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

	 	ENERTOPIA CORPORATION 
	 	 	  
	 	 	  
	 	By:  	
	 	 	Name: 
	 	 	Title: 
	 	 	  
	 	 	  
	 	Optionee:  	  
	 	 	  
	 	 	
	 	Name:  	


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NOTE RE: EXHIBITS 

EXHIBITS A AND B ARE TO BE SIGNED 

WHEN OPTIONS ARE EXERCISED, 

NOT WHEN OPTION AGREEMENT IS SIGNED. 




EXHIBIT A 

ENERTOPIA CORPORATION 

2014 Stock Option Plan 

EXERCISE NOTICE 

ENERTOPIA 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 ENERTOPIA
CORPORATION(the “Corporation”) under and pursuant to the 2014 Stock
Option 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. 

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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 Nevada 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: 	ENERTOPIA CORPORATION 
	  	  
	  	By:_____________________________ 
	 	 
	______________________________   	Its:______________________________ 
	Name: 	  


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 EXHIBIT B 

2014 Stock Option Plan 

INVESTMENT REPRESENTATION STATEMENT 

	OPTIONEE: 	 
    
	 	 
	CORPORATION: 	ENERTOPIA 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:__________________


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