Enertopia Corp.: 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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