Enertopia Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

STOCK OPTION AGREEMENT 

ENERTOPIA CORP. 

THIS AGREEMENT is entered into as of the 26th day of
March, 2014 (the “Date of Grant”) 

BETWEEN: 

ENERTOPIA CORP., a company
incorporated pursuant to the laws of the State of Nevada, of Suite 950 1130 West
Pender, Vancouver, BC V6E 4A4 

(the “Company”) 

AND: 

Dr. Robert Melamede 
1918 El
Parque Apt 4 
Colorado Springs, CO 
USA 80907


(the “Optionee”) 

WHEREAS: 

A. The Board of Directors of the Company (the “Board”) has
approved and adopted the 2011 Stock Option Plan (the “Plan”), pursuant to which
the Board is authorized to grant to employees and other selected persons stock
options to purchase common shares of the Company (the “Common Stock”); 

B. The Plan provides for the granting of stock options that
either (i) are intended to qualify as “Incentive Stock Options” within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”), or (ii) do not qualify under Section 422 of the Code (“Non-Qualified
Stock Options”); and 

C. The Board has authorized the grant to the Optionee of
options to purchase a total of 500,000 shares of Common Stock (the
“Options”), which Options are intended to be (select one): 

	 	[   ] 	Incentive Stock Options; 
	 	[X] 	Qualified Stock Options 


NOW THEREFORE, the Company agrees to offer to the Optionee the
option to purchase, upon the terms and conditions set forth herein and in the
Plan, 500,000 shares of Common Stock. Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Plan. 

ITEM 1 Exercise price. The exercise price of the options shall
be US$0.70 per share. 




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ITEM 2 Limitation on the number of shares. If the options
granted hereby are incentive stock options, the number of shares which may be
acquired upon exercise thereof is subject to the limitations set forth in
section 5.1 of the plan. 

ITEM 3 Vesting schedule. The options shall vest in accordance
with exhibit a. 

ITEM 4 Options not transferable. The options may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will, by applicable laws of descent
and distribution or, in the case of a non-qualified stock option, pursuant to a
qualified domestic relations order, and shall not be subject to execution,
attachment or similar process; provided, however, that if the options
represent a non-qualified stock option, such option is transferable without
payment of consideration to immediate family members of the optionee or to
trusts or partnerships established exclusively for the benefit of the optionee
and optionee’s immediate family members. Upon any attempt to transfer, pledge,
hypothecate or otherwise dispose of any option or of any right or privilege
conferred by the plan contrary to the provisions thereof, or upon the sale, levy
or attachment or similar process upon the rights and privileges conferred by the
plan, such option shall thereupon terminate and become null and void. 

ITEM 5 Investment intent. By accepting the options, the
optionee represents and agrees that none of the shares of common stock purchased
upon exercise of the options will be distributed in violation of applicable
federal and state laws and regulations. In addition, the company may require, as
a condition of exercising the options, that the optionee execute an undertaking,
in such a form as the company shall reasonably specify, that the stock is being
purchased only for investment and without any then-present intention to sell or
distribute such shares. 

ITEM 6 Termination of employment and options. Vested options
shall terminate, to the extent not previously exercised, upon the occurrence of
the first of the following events: 

	 	(A) 	
      Expiration. Five (5) years from the date of
  grant.

	 	 	 
	 	(B) 	
      Termination for cause. The date of the first discovery by
      the company of any reason for the termination of an optionee’s employment
      or contractual relationship with the company or any related company for
      cause (as determined in the sole discretion of the plan administrator),
      and, if an optionee’s employment is suspended pending any investigation by
      the company as to whether the optionee’s employment should be terminated
      for cause, the optionee’s rights under this agreement and the plan shall
      likewise be suspended during the period of any such
  investigation.

	 	 	 
	 	(C) 	
      Termination due to death or disability. The expiration of
      one (1) year from the date of the death of the optionee or cessation of an
      optionee’s employment or contractual relationship by reason of disability
      (as defined in section 5.1(g) of the plan). If an optionee’s employment or
      contractual relationship is terminated by death, any option held by the
      optionee shall be exercisable only by the person
or persons to whom such optionee’s rights under such option
      shall pass by the optionee’s will or by the laws of descent and
      distribution.







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	 	(D) 	
      Termination for any other reason. The expiration of
      ninety (90) days from the date of an optionee’s termination of employment
      or contractual relationship with the company or any related corporation
      for any reason whatsoever other than termination of service as a director,
      cause, death or disability (as defined in section 5.1(g) of the
    plan).



Each unvested Option granted pursuant hereto shall terminate
immediately upon termination of the Optionee’s employment or contractual
relationship with the Company for any reason whatsoever, including Disability
unless vesting is accelerated in accordance with Section 5.1(f) of the Plan.


ITEM 7 Stock. In the case of any stock split, stock
dividend or like change in the nature of shares of stock covered by this
agreement, the number of shares and exercise price shall be proportionately
adjusted as set forth in section 5.1(m) of the plan. 

ITEM 8 Exercise of option. Options shall be exercisable,
in full or in part, at any time after vesting, until termination; provided,
however, that any optionee who is subject to the reporting and liability
provisions of section 16 of the securities exchange act of 1934 with
respect to the common stock shall be precluded from selling or transferring any
common stock or other security underlying an option during the six (6) months
immediately following the grant of that option. If less than all of the shares
included in the vested portion of any option are purchased, the remainder may be
purchased at any subsequent time prior to the expiration of the option term. No
portion of any option for less than fifty (50) shares (as adjusted pursuant to
section 5.1(m) of the plan) may be exercised; provided, that if the vested
portion of any option is less than fifty (50) shares, it may be exercised with
respect to all shares for which it is vested. Only whole shares may be issued
pursuant to an option, and to the extent that an option covers less than one (1)
share, it is unexercisable. 

Each exercise of the Option shall be by means of delivery of a
notice of election to exercise (which may be in the form attached hereto as
Exhibit B) to the President of the Company at its principal executive
office, specifying the number of shares of Common Stock to be purchased and
accompanied by payment in cash by certified check or cashier’s check in the
amount of the full exercise price for the Common Stock to be purchased. In
addition to payment in cash by certified check or cashier’s check, an Optionee
or transferee of an Option may pay for all or any portion of the aggregate
exercise price by complying with one or more of the following alternatives: 

	 	(A) 	
      By delivering to the company shares of common stock
      previously held by such person, duly endorsed for transfer to the company,
      or by the company withholding shares of common stock otherwise deliverable
      pursuant to exercise of the option, which shares of common stock received
      or withheld shall have a fair market value at the date of exercise (as
      determined by the plan administrator) equal to the aggregate purchase
      price to be paid by the optionee upon such exercise;
or







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	 	(B) 	
      By complying with any other payment mechanism approved by
      the plan administrator at the time of exercise.



It is a condition precedent to the issuance of shares of Common
Stock that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with Section 5.1 of the Plan. 

ITEM 9 Holding period for incentive stock options. In
order to obtain the tax treatment provided for incentive stock options by
section 422 of the code, the shares of common stock received upon exercising any
incentive stock options received pursuant to this agreement must be sold, if at
all, after a date which is later of two (2) years from the date of this
agreement is entered into or one (1) year from the date upon which the options
are exercised. The optionee agrees to report sales of shares prior to the above
determined date to the company within one (1) business day after such sale is
concluded. The optionee also agrees to pay to the company, within five (5)
business days after such sale is concluded, the amount necessary for the company
to satisfy its withholding requirement required by the code in the manner
specified in section 5.1(l) of the plan. Nothing in this section 9 is intended
as a representation that common stock may be sold without registration under
state and federal securities laws or an exemption therefrom or that such
registration or exemption will be available at any specified time. 

ITEM 10 Resale restrictions may apply. Any resale of the
shares of common stock received upon exercising any options will be subject to
resale restrictions contained in the securities legislation applicable to the
optionee. The optionee acknowledges and agrees that the optionee is solely
responsible (and the company is not in any way responsible) for compliance with
applicable resale restrictions. 

ITEM 11 Subject to 2011 stock option plan. The terms of
the options are subject to the provisions of the plan, as the same may from time
to time be amended, and any inconsistencies between this agreement and the plan,
as the same may be from time to time amended, shall be governed by the
provisions of the plan, a copy of which has been delivered to the optionee, and
which is available for inspection at the principal offices of the company. 

ITEM 12 Professional advice. The acceptance of the
options and the sale of common stock issued pursuant to the exercise of options
may have consequences under federal and state tax and securities laws which may
vary depending upon the individual circumstances of the optionee. Accordingly,
the optionee acknowledges that he or she has been advised to consult his or her
personal legal and tax advisor in connection with this agreement and his or her
dealings with respect to options. Without limiting other matters to be
considered with the assistance of the optionee’s professional advisors, the
optionee should consider: (a) whether upon the exercise of options, the optionee
will file an election with the internal revenue service pursuant to section
83(b) of the code and the implications of alternative minimum tax pursuant to
the code; (b) the merits and risks of an investment in the underlying shares of
common stock; and (c) any resale restrictions that might apply under applicable
securities laws. 

ITEM 13 No employment relationship. Whether or not any
options are to be granted under this plan shall be exclusively within the
discretion of the plan administrator, and nothing contained in this plan shall
be construed as giving any person any right to participate under this plan. The grant of an option shall in no way constitute any
form of agreement or understanding binding on the company or any related
company, express or implied, that the company or any related company will employ
or contract with an optionee, for any length of time, nor shall it interfere in
any way with the company’s or, where applicable, a related company’s right to
terminate optionee’s employment at any time, which right is hereby reserved. 




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ITEM 14 Entire agreement. This agreement is the only
agreement between the optionee and the company with respect to the options, and
this agreement and the plan supersede all prior and contemporaneous oral and
written statements and representations and contain the entire agreement between
the parties with respect to the options. 

ITEM 15 Notices. Any notice required or permitted to be
made or given hereunder shall be mailed or delivered personally to the addresses
set forth below, or as changed from time to time by written notice to the other:


The Company: 

Enertopia Corp. 
Suite 950
1130 West Pender Street 
Vancouver, BC V6E 4A4 
Attention: President 

With a copy to: 

W.L. Macdonald Law Corporation 
400
– 570 Granville Street 
Vancouver, British Columbia V6C 3P1 
Attention:
William Macdonald 

The Optionee: 

Dr. Robert Melamede 
1918 El
Parque Apt 4 
Colorado Springs, CO 
USA 80907


ENERTOPIA CORP. 

Per:
_________________________
       
Authorized Signatory 

       
_________________________
        [ ] 




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EXHIBIT A 

TERMS OF THE OPTION 

	Name of the Optionee: 	Dr. Robert Melamede 
	Date of Grant: 	March 26, 2014 
	Designation: 	Qualified Stock Options 
	1. 	Number of Options granted: 	500,000 stock options 
	2. 	Purchase Price: 	$0.70 per share 
	3. 	Vesting Date: 	250,000 options on March 26,
      2014; 
	  	  	250,000 options on September 26,
      2014 
	4. 	Expiration Date: 	March 26, 2019







- 7 – 

EXHIBIT B 

To: 

Enertopia Corp. 
Suite 950
1130 West Pender 
Vancouver, BC V6E 4A4 
Attention: President 

Notice of Election to Exercise 

This Notice of Election to Exercise shall constitute proper
notice pursuant to Section 5.1(h) of Enertopia Corp.’s (the “Company”) 2011
Stock Option Plan (the “Plan”) and Section 8 of that certain Stock Option
Agreement (the “Agreement”) dated as of the _______ day of __________________,
20___, between the Company and the undersigned. 

The undersigned hereby elects to exercise Optionee’s option to
purchase __________________ shares of the common stock of the Company at a price
of US$0.70 per share, for aggregate consideration of US$__________, on the terms
and conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 8 of the Agreement, accompanies
this notice. 

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows: 


	Registration Information: 	 	Delivery Instructions: 
	 	 	 
	Name to appear on
      certificates 	 	Name
  
	 	 	 
	Address 	 	Address
    
	 	 	 
	 
    	 	  
	  	 	Telephone Number 







- 8 – 

DATED at ____________________________________, the _______ day
of ________________________, 20___. 


	 
	(Name of Optionee – Please type or print) 
	 
	(Signature and, if applicable, Office) 
	 
	(Address of Optionee) 
	 
	(City, State, and Zip Code of Optionee)