EXHIBIT 10.4


 





El
Capitan Precious Metals, Inc.

Stock Option Agreement

(non-statutory stock option)


 


 


This Stock Option
Agreement is made and entered into as of _______________, 201__, by and between ____________________ (“Optionee”)
and El Capitan Precious Metals, Inc., a Nevada corporation (the “Company”).


 


Background


 


A.            
The Company has adopted the El Capitan Precious Metals, Inc. 2015 Equity Incentive Plan (the “Plan”)
pursuant to which shares of common stock of the Company have been reserved for issuance under the Plan.


 


B.            
Optionee is a director serving on the Board of Directors of the Company and will perform substantial work on behalf of the
Company.


 


C.            
The Company desires to provide to Optionee an option to purchase certain shares of common stock of the Company, upon the
terms set forth herein.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


1.             
Incorporation by Reference. The terms and conditions of the Plan, a copy of which has been delivered to Optionee,
are hereby incorporated herein and made a part hereof by reference as if set forth in full. In the event of any conflict or inconsistency
between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control.


 


2.             
Grant of Option; Exercise Price. Subject to the terms and conditions herein set forth, the Company hereby irrevocably
grants from the Plan to Optionee the right and option, hereinafter called the “Option,” to purchase all or any
part of an aggregate of ________________ shares of common stock, $.001 par value, of the Company (the “Shares”)
at the exercise price per Share of $_________ (the “Exercise Price”), which price
is intended to be at least 100% of the fair market value of the Company’s common stock on the grant date.


 


3.             
Exercise and Vesting of Option. The Option shall be fully vested and exercisable by Optionee immediately.


 


4.             
Term of Option. To the extent vested, and except as otherwise provided in this Agreement, the Option shall be exercisable
through the ten (10) year anniversary of the date of this Agreement, after which this Option shall terminate.


 


5.             
Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be
exercised, in whole or in part, by giving written notice to the Company, specifying the number of Shares to be purchased and accompanied
by the full purchase price for such shares. The option price shall be payable (a) in United States dollars upon exercise of the
option and may be paid by cash, uncertified or certified check or bank draft; (b) at the discretion of the by the Company’s
Board of Directors or a compensation committee thereof (the “Board”), by delivery of shares of Common Stock
in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value on the
date such option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable
upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding
tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or
in such other manner as may be authorized from time to time by the Board. Any such notice shall be deemed given when received by
the Company at the address provided in Section 8 herein. All Shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.


 



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6.             
Rights of Option Holder. Optionee, as holder of the Option, shall not have any of the rights of a stockholder with
respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered
to him or her upon the due exercise of all or any part of the Option.


 


7.             
Optionee Representations. Optionee hereby represents and warrants that Optionee has reviewed with his or her own
tax advisors the federal, state, and local tax consequences of the transactions contemplated by this Agreement. Optionee is relying
solely on such advisors and not on any statements or representation of the Company or any of its agents. Optionee understands that
Optionee will be solely responsible for any tax liability that may result to Optionee as a result of the transactions contemplated
by this Agreement.


 


8.             
Notices. All notices and other communications provided in this Agreement will be in writing and will be deemed to
have been duly given when received by the party to whom it is directed at the following addresses:


 


	 	If to the Company:	 	If to Optionee:	 
	 	 	 	 	 
	 	El Capitan Precious Metals, Inc.	 	________________________________	 
	 	5871 Honeysuckle Road	 	________________________________	 
	 	Prescott, Arizona 86305-3764	 	________________________________	 



 


9.             
General.


 


(a)           
The Option is granted pursuant to the Plan and is governed by the terms thereof. The Company shall at all times during the
term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Option
Agreement.


 


(b)           
Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm,
or corporation other than the parties hereto, any rights or benefits under or by reason of this Agreement.


 


(c)           
Each party hereto agrees to execute such further documents as may be necessary or desirable to effect the purposes of this
Agreement.


 


(d)           
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same agreement.


 


(e)           
This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Nevada applicable to contracts
executed and to be performed therein.


 


Signature page follows.


 






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


 


	 	OPTIONEE:
	 	 
	 	 
	 	 
	 	[OPTIONEE]
	 	 
	 	 
	 	 
	 	 
	 	EL CAPITAN PRECIOUS METALS, INC.:
	 	 
	 	 
	 	 
	 	By:	
	 	 	Stephen J. Antol, Chief Financial
Officer



 






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El
Capitan Precious Metals, Inc.

2015 Equity Incentive Plan


STOCK
OPTION EXERCISE FORM


 


(To be signed only upon exercise of stock option)


Pursuant to a Stock
Option Agreement dated as of [ ] (the “Option Agreement”), the undersigned is the holder of an option (the “Option”)
to purchase [                          ] shares of common stock, $.001 par value per share (the “Common Stock”), of El Capitan Precious Metals,
Inc., a Nevada corporation (the “Company”). In accordance with the terms of the Option Agreement, the undersigned hereby
irrevocably elects to exercise the Option with respect to _________________ shares of Common Stock and to purchase such shares
from the Company, and herewith makes payment of $_______________ therefor:


 


	 	☐	by cash, uncertified or certified check or bank draft;
	 	 	 
	 	☐	by delivery of shares of Common Stock (if permitted by the Board) or
	 	 	 
	 	☐	by instructing the Company to withhold from the shares issuable upon exercise of the Option shares
of Common Stock in payment of $___________ of the exercise price (and/or any related withholding tax obligations, if permissible
under applicable law).



 


The undersigned requests
that the certificate(s) for such shares be issued in the name of _________________________________, and be delivered to ______________________________,
whose address is set forth below the signature of the undersigned.


 


 


	Dated:   __________________________	 
	 	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	 
	 	 
	 	(Social Security or other Tax ID No.)