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






STOCK OPTION AGREEMENT 

ENERTOPIA CORP. 

THIS AGREEMENT is entered into as of the 19th day of March,
2011 (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: 

(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 XXX 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, XXX 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 $0.15 per share.






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.








	 	(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








	 	(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. 

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: 

_____________________

_____________________ 
_____________________ 
_____________________



ENERTOPIA CORP. 

	Per: 		 
	 	Authorized Signatory 	 
	 	  	 
	 	  	 
	 	[Optionee] 	 






EXHIBIT A 

TERMS OF THE OPTION 

	Name of the Optionee: 	  
	 	 
	Date of Grant: 	March 19, 2012 
	 	 
	Designation: 	Qualified Stock Options 
	 	 
	1. 	Number of Options granted: 	XXX stock options 
	 	 	 
	2. 	Purchase Price: 	$0.15 per share 
	 	 	 
	3. 	Vesting Date: 	XXX options on March 19, 2012; 
	  	  	  
	4. 	Expiration Date: 	March 19, 2017 






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$0.15 per share, for aggregate consideration of US$__________, 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 – Please type or print)

	 	 	 
	 	 	 
	 	 	(Signature and, if applicable, Office) 
	 	 	 
	 	 	 
	 	 	(Address of Optionee) 
	 	 	 
	 	 	 
	 	 	(City, State, and Zip Code of Optionee)