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. 

1 




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. 

2 




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. 

3 





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. 

4 





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.

5 




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. 

6 




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.



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



8 




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.          
By: 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. 

1 




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: 	 	 	  


2 




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:	 



1