Exhibit
10.2

     

    IRONWOOD
GOLD CORP.

    NON-QUALIFIED
STOCK OPTION AGREEMENT

     

    FOR GOOD
AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Ironwood
Gold Corp., a Nevada corporation (the “Company”) hereby
grants to ______________ (the “Option Holder”), the
option to purchase shares of the common stock, $0.001 par value per share, of
the Company (“Shares”), upon the
terms set forth in this stock option agreement (this “Agreement”):

     

    WHEREAS,
the Option Holder has been granted the following award and the following terms
reflect the Company’s 2010 Equity Incentive Plan (the “Plan”);

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows.

     

    
      	
              1.

            	
              Defined
      Terms; Plan.

            


    

     

    Terms
used but not defined herein shall have the same meaning ascribed to such terms
in the Plan.  This Agreement and the grant herein is subject to the
terms and conditions herein and the terms and conditions of the applicable
provisions of the Plan, the terms of which are incorporated herein by
reference.

     

    
      	
              2.

            	
              Grant.

            


    

     

    The
Option Holder is hereby granted an option (the “Option”) to purchase
_________ Shares (the “Option Shares”)
pursuant to the Plan.  The Option is granted as of ____________ (the
“Date of
Grant”).  This Option shall not be treated as an “incentive
stock option” as defined in Section 422 of the Code.

     

    
      	
              3.

            	
              Status
      of Option Shares.

            


    

     

    The
Option Shares shall upon issue rank equally in all respects with the other
Shares.

     

    
      	
              4.

            	
              Option
      Price.

            


    

     

    The
purchase price for the Option Shares shall be, except as herein provided,
$________ per Option Share, hereinafter sometimes referred to as the “Option
Price,” payable immediately in full upon the exercise of the
Option.

     

    
      	
              5.

            	
              Term
      of Option.

            


    

     

    The
Option may be exercised only during the period (the “Option Period”) set
forth in Section
7 below and shall remain exercisable until the tenth anniversary of the
Date of Grant.  Thereafter, the Option Holder shall cease to have any
rights in respect thereof.

     

    
      	
              6.

            	
              Exercisability.

            


    

     

    Subject
to the Option Holder’s continued service with the Company, the Option will vest
and become exercisable with respect to ___% of the Option Shares on each of the
______________, ______________, ____________, ____________ and ______
anniversaries of the Date of Grant, so that the Option will be 100% vested and
exercisable after the ______ anniversary of the Date of Grant, as set forth in
the following schedule:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Timeframe
      from Date of Grant 

                  (Vesting
      Date)

                	 
      	
                  Vesting

                	 
      	
                  Cumulative
      Vesting

                
	
                  __________,
      20__ (1 year)

                	 
      	
                  %

                	 
      	
                  %

                
	
                  __________,
      20__ (2 years)

                	 
      	
                  %

                	 
      	
                  %

                
	
                  __________,
      20__ (3 years)

                	 
      	
                  %

                	 
      	
                  %

                
	
                  __________,
      20__ (4 years)

                	 
      	
                  %

                	 
      	
                  %

                
	
                  __________,
      20__ (5 years)

                	 
      	
                  %

                	 
      	
                  %

                


        

      

    

    


    
      	
              7.

            	
              Exercise
      of Option.

            


    

     

    The
Option may be exercised for all, or from time to time any part, of the Option
Shares for which it is then exercisable.  The exercise date shall be
the date the Company receives a written notice of exercise signed by the Option
Holder, specifying the whole number of Option Shares in respect of which the
Option is being exercised, accompanied by (a) full payment for the Option Shares
with respect to which the Option is exercised, in a manner acceptable to the
Company (which, at the discretion of the Company, shall include a broker
assisted exercise arrangement), of the Option Price for the Option Shares for
which the Option is being exercised, and (b) payment by the Option Holder of all
payroll, withholding, or income taxes incurred in connection with the Option
exercise (or arrangements for the collection or payment of such tax satisfactory
to the Committee are made).  The purchase price for the Shares as to
which the Option is exercised shall be paid to the Company in full at the time
of exercise at the election of the Option Holder (i) in cash, (ii) in Shares
having a Fair Market Value equal to the aggregate Option Price for the Shares
being purchased and satisfying such other requirements as may be imposed by the
Committee; provided, that, such Shares have been held by the Option Holder for
no less than six months, (iii) partly in cash and partly in such Shares, or (iv)
through the delivery of irrevocable instructions to a broker to deliver promptly
to the Company an amount equal to the aggregate Option Price for the Shares
being purchased.  Anything to the contrary herein notwithstanding, the
Company shall not be obligated to issue any Option Shares hereunder if the
issuance of the Option Shares would violate the provision of any applicable law,
in which event the Company shall, as soon as practicable, take whatever action
it reasonably can so that the Option Shares may be issued without resulting in
such violations of law.

     

    
      	
              8.

            	
              Exercisability
      Upon Termination of Service by Death or
  Disability.

            


    

     

    Upon a
Termination of Service by reason of death or Disability, the Option may be
exercised within 180 days following the date of death or Termination of Service
due to Disability (subject to any earlier termination of the Option as provided
herein), by the Option Holder (or in the event the Option Holder is legally
incompetent, by his legal representative or guardian) in the case of Disability,
or in the case of death, by the Option Holder’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but in any
case only to the extent the Option Holder was entitled to exercise the Option on
the date of his or her Termination of Service by death or
Disability.  To the extent that the Option Holder was not entitled to
exercise the Option at the date of his or her Termination of Service by death or
Disability, or if he or she does not exercise the Option (which he or she was
entitled to exercise) within the time specified herein, the Option shall
terminate.  Notwithstanding anything to the contrary herein, the
Committee may at any time and from time to time prior to the termination of the
Option, with the consent of the Option Holder, extend the period of time during
which the Option Holder may exercise his or her Option following the date of
Termination of Service due to death or Disability; provided, however, that the
maximum period of time during which the Option shall be exercisable following
the date of Termination of Service due to death or Disability shall not exceed
the original term of the Option and that notwithstanding any extension of time
during which the Option may be exercised, the Option, unless otherwise amended
by the Committee, shall only be exercisable to the extent the Option Holder was
entitled to exercise the Option on the date of Termination of Service due to
death or Disability.  Any such extension shall be designed to conform
to the requirements of Section 409A of the Code so as to avoid the imposition of
the additional income tax.

     

    
      
         


      

      
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              9.

            	
              Effect
      of Other Termination of Service.

            


    

     

    Upon a
Termination of Service for any reason (other than death or Disability), the
unexercised Option may thereafter be exercised during the period ending 90 days
after the date of such Termination of Service, but only to the extent to which
the Option was vested and exercisable at the time of such Termination of Service
and the Participant’s unvested and/or unexercisable Options shall be
forfeited.  Notwithstanding the foregoing, the Committee may, in its
sole discretion, either by prior written agreement with the Option Holder or
upon the occurrence of a Termination of Service, accelerate the vesting of
unvested Options held by the Option Holder if the Option Holder’s Termination of
Service is without “cause” (as such term is defined by the Committee in its sole
discretion) by the Company.  For purposes of this Agreement, the date
of the Option Holder’s Termination of Service shall be the earlier of: (a) the
date on which the Option Holder ceases to render actual service to the Company
or a Subsidiary of the Company; (b) the date on which the Company, a Subsidiary
of the Company or the Option Holder first provides notice of Termination of
Service; or (c) the first date of any statutory notice period provided under
local law.

     

    
      	
              10.

            	
              Lock
      Up Agreement.

            


    

     

    The
Option Holder agrees that upon request of the Company or the underwriters
managing any underwritten offering of the Company’s securities, the Option
Holder shall agree in writing that for a period of time (not to exceed 180 days)
from the effective date of any registration of securities of the Company, the
Option Holder will not sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any Option Shares issued pursuant to
the exercise of the Option, without the prior written consent of the Company or
such underwriters, as the case may be.

     

    
      	
              11.

            	
              Transfer
      of Shares.

            


    

     

    The
Option, the Option Shares, or any interest in either, may be sold, assigned,
pledged, hypothecated, encumbered, or transferred or disposed of in any other
manner, in whole or in part, only in compliance with the terms, conditions and
restrictions as set forth in the governing instruments of the Company,
applicable United States federal and state securities and other laws, and the
terms and conditions this Agreement and the Plan.

     

    
      	
              12.

            	
              Expenses
      of Issuance of Option Shares.

            


    

     

    The
issuance of stock certificates upon the exercise of the Option in whole or in
part, shall be without charge to the Option Holder.  The Company shall
pay, and indemnify the Option Holder from and against any issuance, stamp or
documentary taxes (other than transfer taxes) or charges imposed by any
governmental body, agency or official (other than income taxes) by reason of the
exercise of the Option in whole or in part or the resulting issuance of the
Option Shares.

     

    
      	
              13.

            	
              Withholding.

            


    

     

    No later
than the date of transfer of the Shares pursuant to the exercise of the Option
granted hereunder (and in any event no later than three days after Option
exercise), the Option Holder shall pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state, or local
taxes of any kind required by law to be withheld upon the exercise of the Option
and the Company shall, to the extent permitted or required by law, have the
right to deduct from any payment of any kind otherwise due to the Option Holder,
federal, state, and local taxes of any kind required by law to be withheld upon
the exercise of the Option.

     

    
      
         


      

      
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              14.

            	
              Consent
      to Collection, Processing, and Transfer of Personal
  Data.

            


    

     

    By
accepting the Option, the Option Holder voluntarily acknowledges and consents to
the collection, use, processing and transfer of personal data as described in
this Section
14.  The Option Holder is not obliged to consent to such
collection, use, processing, and transfer of personal data.  However,
failure to provide the consent may affect the Option Holder’s ability to
participate in the Plan.  The Company, its Subsidiaries, and the
Option Holder’s employer hold certain personal information about the Option
Holder, including the Option Holder’s name, home address and telephone number,
date of birth, social security number or other employee identification number,
salary, nationality, job title, any shares of stock or directorships held in the
Company, details of all options or any other entitlement to Shares awarded,
canceled, purchased, vested, unvested, or outstanding in the Option Holder’s
favor, for the purpose of managing and administering the Plan (“Data”).  The
Company and/or its Subsidiaries will transfer Data amongst themselves as
necessary for the purpose of implementation, administration, and management of
the Option Holder’s participation in the Plan, and the Company and/or any of its
Subsidiaries may each further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the
Plan.  These recipients may be located in the United States, or
elsewhere throughout the world, such as Canada.  The Option Holder
hereby authorizes them to receive, possess, use, retain, and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and
managing the Option Holder’s participation in the Plan, including any requisite
transfer of such Data as may be required for the administration of the Plan
and/or the subsequent holding of Shares on the Option Holder’s behalf to a
broker or other third party with whom the Option Holder may elect to deposit any
Shares acquired pursuant to the Plan.

     

    
      	
              15.

            	
              Discretionary
      Nature of the Plan; No Vested
Rights.

            


    

     

    By
accepting the Option, the Option Holder acknowledges and agrees that the Plan is
discretionary in nature and limited in duration, and may be amended, cancelled,
or terminated by the Company, in its sole discretion, at any
time.  The grant of awards under the Plan is a one-time benefit and
does not create any contractual or other right to receive an award or benefits
in lieu of an award in the future.  Future awards, if any, will be at
the sole discretion of the Company, including, but not limited to, the form and
timing of an award, the number of Shares subject to an award, and the vesting
provisions.

     

    
      	
              16.

            	
              Termination
      Indemnities.

            


    

     

    The
Option Holder’s participation in the Plan is voluntary.  The value of
the Option Holder’s award under the Plan is an extraordinary item of
compensation and is outside the scope of Option Holder’s employment contract, if
any, and this award is not part of the Option Holder’s normal or expected
compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments, bonuses, long-service awards, pension, or retirement
benefits or similar payments.

     

    
      	
              17.

            	
              References.

            


    

     

    References
herein to rights and obligations of the Option Holder shall apply, where
appropriate, to the Option Holder’s legal representative or estate without
regard to whether specific reference to such legal representative or estate is
contained in a particular provision of this Option.

     

    
      
        
           


        

        
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              18.

            	
              Notices.

            


    


    Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or by
courier, or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the party concerned at the address
indicated below or to such changed address as such party may subsequently by
similar process give notice of:

     

    
      
        
          
            
              
                	
                        If
      to the Company:

                      	
                        Ironwood
      Gold Corp.

                      
	 
      	
                        7047
      East Greenway Parkway, #250

                      
	 
      	
                        Scottsdale,
      Arizona 85254

                      
	 
      	
                        Attn:  President

                      
	 
      	 
      
	
                        If
      to the Option Holder:

                      	 
      


              

            

          

        

      

    

    


    
      	
              19.

            	
              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 performed in the State of
Nevada without regard to conflict of laws principles.

     

    
      	
              20.

            	
              Entire
      Agreement.

            


    

     

    This
Agreement and the Plan constitute the entire agreement among the parties
relating to the subject matter hereof, and any previous agreement or
understanding among the parties with respect thereto is superseded by this
Agreement and the Plan.

     

    
      	
              21.

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in two counterparts, each of which shall constitute
one and the same instrument.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the Date of
Grant.

     

    
      
        
          	 
      	
                  IRONWOOD
      GOLD CORP.

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

    

     

    
      
        
          	 
      	
                  OPTION
      HOLDER

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                	 
      


        

      

    

     

    
      
         


      

      
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