Wolverine Exploration Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






WOLVERINE EXPLORATION INC.

2010 STOCK PLAN

NOTICE OF GRANT

Capitalized but otherwise undefined terms in this Notice of
Grant and the attached Restricted Share Grant Agreement shall have the same
defined meanings as in the 2010 Stock Plan. 

	Name: 	 	Address: 	 


You have been granted Restricted Shares subject to the terms
and conditions of the Plan and the attached Restricted Share Grant Agreement, as
follows:


	Date of Grant: 	 
    
	 	 
	Vesting Commencement Date: 	 
    
	 	 
	Purchase Price per 	  
	Restricted Share: 	$
  
	 	 
	Total Number of Restricted 	  
	Shares Granted: 	 
    
	 	 
	Total Purchase Price: 	$
  



Vesting Schedule:

The Restricted Shares shall vest and no longer be subject to
forfeiture in accordance with the following schedule:

N/A




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WOLVERINE EXPLORATION INC.

2010 STOCK PLAN

RESTRICTED SHARE GRANT AGREEMENT

     This RESTRICTED SHARE GRANT
AGREEMENT (“Agreement”), dated as of the _______day of __________________,
2010, is made by and between WOLVERINE EXPLORATION INC., a Nevada
corporation (the “Corporation”), and _____________________(the “Grantee,” which
term as used herein shall be deemed to include any successor to the Grantee by
will or by the laws of descent and distribution, unless the context shall
otherwise require).

BACKGROUND

     Pursuant to the Corporation’s
2010 Stock 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 Grantee, effective as of the date
set forth above, of an award of the number of Restricted Shares as is set forth
in the attached Notice of Grant (which is expressly incorporated herein and made
a part hereof, the “Notice of Grant”) at the purchase price per Restricted Share
(the “Purchase Price”) set forth in the attached 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. Grant of Restricted Shares. The Corporation
hereby grants to Grantee, and Grantee hereby accepts the number of Restricted
Shares set forth in the Notice of Grant, subject to the payment by the Grantee
of the total purchase price set forth in the Notice of Grant. The certificates
representing the Restricted Shares hereunder shall be held in escrow by the
Secretary of the Corporation as provided in Section 6 hereof.

2. Stockholder Rights. Until such time as all or
any part of the Restricted Shares are forfeited to the Corporation under this
Agreement, if ever, Grantee (or any successor in interest) shall have the rights
of a stockholder (including voting rights) with respect to the Restricted
Shares, including the Restricted Shares held in escrow under Section 6, subject,
however, to the transfer restrictions of Section 3.

3. Vesting of Restricted Shares.

     (a) The Restricted Shares shall
be restricted and subject to forfeiture pursuant to Section 4 until vested
pursuant to this Section 3 or Section 6(b). The Restricted Shares shall vest,
and no longer be subject to forfeiture, (such Restricted Shares becoming "Vested
Shares") in accordance with the vesting schedule set forth in the Notice of
Grant. All Restricted Shares which have not become Vested Shares are hereinafter
sometimes referred to as "Nonvested Shares."




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     (b) The Grantee acknowledges that
the vesting of the foregoing Restricted Shares may create significant income tax
liability to the Grantee.

     (c) Nonvested Shares may not be
sold, transferred, assigned, pledged, or otherwise disposed of, directly or
indirectly.

4. Forfeiture of Nonvested Shares. At such time
as Grantee's Business Relationship with the Corporation ceases for any reason,
including death, then, in such event, any Nonvested Shares shall be
automatically forfeited to the Corporation unless the Corporation otherwise
notifies the Grantee, subject to the re-payment by the Corporation of the total
purchase price specified in the Notice of Grant.

5. Recapitalizations, Exchanges, Mergers,
Etc.

     (a) The provisions of this
Agreement shall apply to the full extent set forth herein with respect to any
and all shares of capital stock of the Corporation or successor of the
Corporation which may be issued in respect of, in exchange for, or in
substitution for the Restricted Shares by reason of any stock dividend, split,
reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this Agreement. Except as
otherwise provided herein, this Agreement is not intended to confer upon any
other person except the parties hereto any rights or remedies hereunder.

     (b) In the event that the
Corporation effects a Corporate Transaction, the Board of Directors may take any
one or more of the actions specified in Section 17 of the Plan.

6.  Escrow for the Restricted Shares. 

     (a) Upon issuance, the
certificates for the Restricted Shares shall be deposited in escrow with the
Corporation to be held in accordance with the provisions of this Section 6. Each
deposited certificate shall be accompanied by a duly executed stock transfer
power executed in blank. The deposited certificates, together with any other
assets or securities from time to time deposited with the Corporation pursuant
to the requirements of this Agreement, shall remain in escrow until such time or
times as the certificates (or other assets and securities) are to be released or
otherwise surrendered for cancellation in accordance with Section 6(c)
below.

     (b) Any cash dividends on the
Restricted Shares (or other securities at the time held in escrow) shall be held
in escrow. In the event of any stock dividend, stock split, recapitalization, or
other change affecting the Corporation's outstanding Common Stock as a class
effected without receipt of consideration, any new, substituted, or additional
securities or other property which is by reason of such event distributed with
respect to the Restricted Shares shall be immediately delivered to the
Corporation to be held in escrow under this Section 6, but only to the extent
the Restricted Shares are at the time subject to the escrow requirements of
Section 6(a).

     (c) The Restricted Shares,
together with any other assets or securities held in escrow hereunder, shall be
subject to the following terms and conditions relating to their release from
escrow or their surrender to the Corporation for cancellation:




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               (i) Should any Restricted Shares
be forfeited to the Corporation, then the escrowed certificates for such
Restricted Shares (together with any other assets or securities issued with
respect thereto) shall be delivered to the Corporation for cancellation, and
Grantee shall cease to have any further rights or claims with respect to such
Restricted Shares (or other assets or securities).

               (ii) Prior to the interest of
Grantee in the Restricted Shares (or any other assets or securities issued with
respect thereto) vesting in accordance with the provisions of Section 3 or 6(b),
the certificates for such Nonvested Shares (as well as all other assets and
securities) shall remain in escrow.

               (iii) Subsequent to such vesting,
the certificates for such Vested Shares (as well as all other vested assets and
securities) shall be released from escrow and delivered to the Grantee upon the
request of Grantee.

7. No Employment Contract Created. The issuance
of the Restricted Shares shall not be construed as granting to Grantee any right
with respect to continuance of employment or any other Business Relationship by
the Corporation or any of its subsidiaries. The right of the Corporation or any
of its subsidiaries to terminate at will Grantee's employment or terminate a
Business Relationship with the Grantee at any time (whether by dismissal,
discharge or otherwise), with or without cause, is specifically reserved,
subject to any other written employment or other agreement to which the
Corporation and Grantee may be a party.

8. Section 83(b) Election. Grantee understands
that under Section 83 of the Internal Revenue Code of 1986, as amended (the
"Code"), the excess of the fair market value of the Restricted Shares on the
date any forfeiture restrictions applicable to such Restricted Shares lapse over
the purchase price paid for such Restricted Shares will be reportable as
ordinary income at that time. Grantee understands, however, that Grantee may
elect to be taxed at the time the Restricted Shares are acquired hereunder,
rather than when and as such Restricted Shares cease to be subject to such
forfeiture restrictions, by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within thirty (30) days after the date of this
Agreement. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY, AND
NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF
GRANTEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
GRANTEE’S BEHALF.

9. Tax Witholding. The Corporation shall be
entitled to withhold from Grantee's compensation any amounts necessary to
satisfy applicable tax withholding with respect to the grant and vesting of the
Restricted Shares.

10. Interpretation. The Restricted Shares are
being issued pursuant to the terms of the Plan, and shall in all respects be
interpreted in accordance therewith. The Board of Directors shall interpret and
construe this Agreement and the Plan, and any action, decision, interpretation
or determination made in good faith by the Board of Directors shall be final and
binding on the Corporation and Grantee.




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11. 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 Grantee, 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 Grantee 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.

12. Specific Performance. Grantee 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 Grantee, 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 Grantee.

13. 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.

14. Grantee Undertaking. The Grantee
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 Grantee pursuant to the express
provisions of this Agreement.

15. Modification of Rights. The rights of
the Grantee are subject to modification and termination in certain events as
provided in this Agreement and the Plan.

16. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware
applicable to contracts made and to be wholly performed therein, without giving
effect to its conflicts of laws principles.

17. 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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18. Entire Agreement. This Agreement
(including the Notice of Grant) and the Plan, 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.

19. 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. 

20. WAIVER OF JURY TRIAL. THE GRANTEE
HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.

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

	 	WOLVERINE EXPLORATION INC.  
	 	 
	 	 
	 	 By: 	
	 	 	Name: 
	 	 	Title: 
	 	 	  
	 	 	  
	 	 	Grantee: 
	 	 	  
	 	 	
	 	 	Name: 






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SPOUSE'S CONSENT TO AGREEMENT

I acknowledge that I have read the Restricted Share Grant
Agreement (the "Agreement") by and between Wolverine Exploration Inc. (the
"Corporation") and my spouse concerning the Common Stock of the Corporation, and
that I know its contents. I am aware that my spouse has agreed therein to the
imposition of certain forfeiture provisions and restrictions on transferability
with respect to the Restricted Shares that are the subject of the Agreement,
including with respect to my community interest therein, if any, on the
occurrence of certain events described in the Agreement. I hereby consent to and
approve of the provisions of the Agreement, and agree that I will abide by the
Agreement and bequeath any interest in the Restricted Shares which represents a
community interest of mine to my spouse or to a trust subject to my spouse's
control or for my spouse's benefit or the benefit of our children if I
predecease him.

	 Dated: 		 	
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	 	 	 	Print Name Above