Lexaria Corp.: Exhibit 10.4 - Filed by newsfilecorp.com






STOCK OPTION
AGREEMENT 

LEXARIA CORP. 

THIS AGREEMENT is entered into as of the 1st day of
April, 2014 (the “Date of Grant”) 

BETWEEN: 

LEXARIA 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: 

(the “Optionee”) 

WHEREAS: 

A.           
The Board of Directors of the Company (the “Board”) has approved and adopted the
2010 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 XXX shares of Common Stock (the “Options”), which Options are
intended to be (select one): 


	[   ] 	Incentive Stock Options; 
	[ X ] 	Non 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, XXX shares of Common Stock. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Plan. 

	1. 	
      Exercise Price. The exercise price of the options
      shall be US $0.50 per share. 

	 	 
	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. 

	 	 
	3. 	
      Vesting Schedule. The Options shall vest in
      accordance with Exhibit A. 

	 	 
	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.
    







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	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.
      

	 	 	 
	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. 

	 	 	 
		(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. 

	 	 	 
	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.
    

	 	 	 
	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. 







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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 

	 	 
		
      (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. 

	 	 
	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. 

	 	 
	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.


	 	 
	11. 	
      Subject to 2010 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. 

	 	 
	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. 







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	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. 

	 	 
	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. 

	 	 
	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: 

Lexaria Corp. 
Suite 950-1130
West Pender. 
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: 

Optionee 


LEXARIA CORP. 

________________________________
Chris Bunka, President
& CEO 


________________________________
Optionee 




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EXHIBIT A 

TERMS OF
THE OPTION 

	Name of
      the Optionee: 	Optionee 
	 	 
	Date of
      Grant: 	April 1, 2014 
	 	 
	Designation: 	Qualified Stock Options 
	 	 
	1. 	Number of Options granted: 	XXX stock options 
	 	 	 
	2. 	Purchase Price: 	US$0.50 per share 
	 	 	 
	3. 	Vesting Date: 	100,000 April 1, 2014 
	  	  	
	4. 	Expiration Date: 	April 1, 2019 






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EXHIBIT B 

To: 

Lexaria 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 Lexaria Corp. ’s (the “Company”) 2010 Stock
Option Plan (the “Plan”) and Section 8 of that certain Stock Option Agreement
(the “Agreement”) dated as of the 25th day of March, 2014_, 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$0.50 per share, for aggregate consideration of US$ __________, 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 


DATED at ____________________________________, the _______day
of ________________________, 20___. 

______________________________
(Name of Optionee) 

______________________________
(Signature and, if
applicable, Office) 

______________________________
(Address of Optionee)