ex4-2.htm


    

      URBAN
BARNS FOODS INC.

       

      NOTICE OF
GRANT

       

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

       

      Name: _____________________   Address:__________________________________________________________________________________________________________________________________                                                                                                

       

      You have been
granted an option (the “Option”) to purchase Common Stock of the Corporation,
subject to the terms and conditions of the Plan and the attached Stock Option
Agreement, as follows:

      

        
          	
                  Date of
      Grant:

                	 
    
	
                  Vesting
      Commencement Date:

                	 
    
	
                  Option Price
      per Share:

                	
                  $

                
	
                  Total Number
      of Shares Granted:

                	 
    
	
                  Total Option
      Price:

                	
                  $

                
	
                  Type of
      Option:

                	
                               Incentive Stock
      Option

                
	 
    	
                               Nonqualified
      Stock Option

                
	
                  Term/Expiration
      Date:

                	
                         Five
      (5)    years after Date of
      Grant

                


        

      

       

      Vesting
Schedule:

       

      The Option shall
vest, in whole or in part, in accordance with the following
schedule:

       

       


      
        
           


        

        
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      URBAN
BARNS FOODS INC.

       

      2010 STOCK PLAN

       

      STOCK
OPTION AGREEMENT

       

       

      This STOCK
OPTION AGREEMENT (“Agreement”), dated as of the ___ day of ________, 2010
is made by and between URBAN BARNS FOODS INC., a Nevada corporation (the
“Corporation”), and ____________________ (the “Optionee,” which term as used
herein shall be deemed to include any successor to the Optionee 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 Optionee, ___________________ share
options at $_____ per share, effective as of the date set forth above, of a
stock option to purchase shares of Common Stock of the Corporation at the price
(the “Option Price”) set forth in the attached Notice of Grant (which is
expressly incorporated herein and made a part hereof, the “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. Option;
Option Price.  On behalf of the Corporation, the Committee
hereby grants to the Optionee the option (the “Option”) to purchase, subject to
the terms and conditions of this Agreement and the Plan (which is incorporated
by reference herein and which in all cases shall control in the event of any
conflict with the terms, definitions and provisions of this Agreement), that
number of shares of Common Stock of the Corporation set forth in the Notice of
Grant, at an exercise price per share equal to the Option Price as is set forth
in the Notice of Grant (the “Optioned Shares”).  If designated in the
Notice of Grant as an “incentive stock option,” the Option is intended to
qualify for Federal income tax purposes as an “incentive stock option” within
the meaning of Section 422 of the Code.  A copy of the Plan as in
effect on the date hereof has been supplied to the Optionee, and the Optionee
hereby acknowledges receipt thereof.

       

      2. Term.  The
term (the “Option Term”) of the Option shall commence on the date of this
Agreement and shall expire on the Expiration Date set forth in the Notice of
Grant unless such Option shall theretofore have been terminated in accordance
with the terms of the Notice of Grant, this Agreement or of the
Plan.

       

      3. Time
of Exercise.

       

      (a) Unless accelerated
in the discretion of the Committee or as otherwise provided herein, the Option
shall become exercisable during its term in accordance with the Vesting Schedule
set out in the Notice of Grant.  Subject to the provisions of Sections
5 and 8 hereof, shares as to which the Option becomes exercisable pursuant to
the foregoing provisions may be purchased at any time thereafter prior to the
expiration or termination of the Option.

       

      (b) Anything contained
in this Agreement to the contrary notwithstanding, to the extent the Option is
intended to be an Incentive Stock Option, the Option shall not be exercisable as
an Incentive Stock Option, and shall be treated as a Non-Statutory Option, to
the extent that the aggregate Fair Market Value on the date hereof of all stock
with respect to which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (under the Plan and all other plans of
the Corporation, its parent and its subsidiaries, if any) exceeds
$100,000.

       

      4. Termination
of Option.

       

      (a)  The Optionee
may exercise the Option (but only to the extent the Option was exercisable at
the time of termination of the Optionee’s Business Relationship with the
Corporation, its parent or any of its subsidiaries) at any time within three (3)
months following the termination of the Optionee’s Business Relationship with
the Corporation, its parent or any of its subsidiaries, but not later than the
scheduled expiration date.  If the termination of the Optionee’s
employment is for cause or is otherwise attributable to a breach by the Optionee
of an employment, non-competition, non-disclosure or other material agreement,
the Option shall expire immediately upon such termination.  If the
Optionee is a natural person who dies while in a Business Relationship with the
Corporation, its parent or any of its subsidiaries, this option may be
exercised, to the extent of the number of shares with respect to which the
Optionee could have exercised it on the date of his death, by his estate,
personal representative or beneficiary to whom this option has been assigned
pursuant to Section 9 of the Plan, at any time within the twelve (12) month
period following the date of death.  If the Optionee is a natural
person whose Business Relationship with the Corporation, its parent or any of
its subsidiaries is terminated by reason of his disability, this Option may be
exercised, to the extent of the number of shares with respect to which the
Optionee could have exercised it on the date the Business Relationship was
terminated, at any time within the twelve (12) month period following the date
of such termination, but not later than the scheduled expiration
date.  At the expiration of such three (3) or twelve (12) month period
or the scheduled expiration date, whichever is the earlier, this Option shall
terminate and the only rights hereunder shall be those as to which the Option
was properly exercised before such termination.

       

      (b) Anything contained
herein to the contrary notwithstanding, the Option shall not be affected by any
change of duties or position of the Optionee (including a transfer to or from
the Corporation, its parent or any of its subsidiaries) so long as the Optionee
continues in a Business Relationship with the Corporation, its parent or any of
its subsidiaries.

       

      
        
           

        

        
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      5. Procedure
for Exercise.

       

      (a) The Option may be
exercised, from time to time, in whole or in part (but for the purchase of whole
shares only), by delivery of a written notice in the form attached as Exhibit
A hereto (the “Notice”) from the Optionee to the Secretary of the
Corporation, which Notice shall:

       

      (i) state that the
Optionee elects to exercise the Option;

       

      (ii) state the number of
shares with respect to which the Option is being exercised (the “Optioned
Shares”);

       

      (iii) state the method of
payment for the Optioned Shares pursuant to Section 5(b);

       

      (iv) state the date upon
which the Optionee desires to consummate the purchase of the Optioned Shares
(which date must be prior to the termination of such Option and no later than 30
days from the delivery of such Notice);

       

      (v) include any
representations of the Optionee required under Section 8(b);

       

      (vi) if the Option shall
be exercised in accordance with Section 9 of the Plan by any person other than
the Optionee, include evidence to the satisfaction of the Committee of the right
of such person to exercise the Option; and

       

      (b) Payment of the
Option Price for the Optioned Shares shall be made either (i) by delivery of
cash or a check to the order of the Corporation in an amount equal to the Option
Price, (ii) if approved by the Committee, by delivery to the Corporation of
shares of Common Stock of the Corporation having a Fair Market Value on the date
of exercise equal in amount to the Option Price of the options being exercised,
(iii) by any other means which the Board of Directors determines are consistent
with the purpose of the Plan and with applicable laws and regulations
(including, without limitation, the provisions of Rule 16b-3 and Regulation T
promulgated by the Federal Reserve Board), or (iv) by any combination of such
methods of payment.

       

      (c) The Corporation
shall issue a stock certificate in the name of the Optionee (or such other
person exercising the Option in accordance with the provisions of Section 9 of
the Plan) for the Optioned Shares as soon as practicable after receipt of the
Notice and payment of the aggregate Option Price for such shares.

       

      6. No
Rights as a Stockholder.  The Optionee shall
not have any privileges of a stockholder of the Corporation with respect to any
Optioned Shares until the date of issuance of a stock certificate pursuant to
Section 5(c).

       

      7.  Adjustments.
The
Plan contains provisions covering the treatment of options in a number of
contingencies such as stock splits and mergers.  Provisions in the
Plan for adjustment with respect to stock subject to options and the related
provisions with respect to successors to the business of the Corporation are
hereby made applicable hereunder and are incorporated herein by
reference.  In general, the Optionee should not assume that options
would survive the acquisition of the Corporation.

       

      8. Additional
Provisions Related to Exercise.

       

      (a) The Option shall be
exercisable only on such date or dates and during such period and for such
number of shares of Common Stock as are set forth in this
Agreement.

       

      (b) To exercise the
Option, the Optionee shall follow the procedures set forth in Section 5
hereof.  Upon the exercise of the Option at a time when there is not
in effect a registration statement under the Securities Act of 1933, as amended
(the “Securities Act”), relating to the shares of Common Stock issuable upon
exercise of the Option, the Committee in its discretion may, as a condition to
the exercise of the Option, require the Optionee (i) to execute an Investment
Representation Statement substantially in the form set forth in Exhibit
B hereto and (ii) to make such other representations and warranties as
are deemed appropriate by counsel to the Corporation.

       

      (c) Stock certificates
representing shares of Common Stock acquired upon the exercise of Options that
have not been registered under the Securities Act shall, if required by the
Committee, bear an appropriate restrictive legend referring to the Securities
Act.  No shares of Common Stock shall be issued and delivered upon the
exercise of the Option unless and until the Corporation and/or the Optionee
shall have complied with all applicable Federal or state registration, listing
and/or qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction.

       

      9.   No
Evidence of Employment or Service.  Nothing
contained in the Plan or this Agreement shall confer upon the Optionee any right
to continue in a Business Relationship with the Corporation, its parent or any
of its subsidiaries or interfere in any way with the right of the Corporation,
its parent or its subsidiaries (subject to the terms of any separate agreement
to the contrary) to terminate the Optionee’s Business Relationship or to
increase or decrease the Optionee’s compensation at any time.

       

      
        
           

        

        
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      10. Restriction
on Transfer.  The
Option may not be transferred, pledged, assigned, hypothecated or otherwise
disposed of in any way by the Optionee, except by will or by the laws of descent
and distribution, and may be exercised during the lifetime of the Optionee only
by the Optionee.  If the Optionee dies, the Option shall thereafter be
exercisable, during the period specified in Section 4, by his executors or
administrators to the full extent to which the Option was exercisable by the
Optionee at the time of his death.  The Option shall not be subject to
execution, attachment or similar process.  Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment or similar
process upon the Option, shall be null and void and without
effect.  The words “transfer” and “dispose” include without limitation
the making of any sale, exchange, assignment, gift, security interest, pledge or
other encumbrance, or any contract therefor, any voting trust or other agreement
or arrangement with respect to the transfer of any interest, beneficial or
otherwise, in the Option, the creation of any other claim thereto or any other
transfer or disposition whatsoever, whether voluntary or involuntary, affecting
the right, title, interest or possession with respect to the
Option.

       

      11. Specific
Performance.  Optionee 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
Optionee, 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 Optionee.

       

      12. Disqualifying
Dispositions.  To the extent the Option is intended to be an
Incentive Stock Option, and if the Optioned Shares are disposed of within two
years following the date of this Agreement or one year following the issuance
thereof to the Optionee (a “Disqualifying Disposition”), the Optionee shall,
immediately prior to such Disqualifying Disposition, notify the Corporation in
writing of the date and terms of such Disqualifying Disposition and provide such
other information regarding the Disqualifying Disposition as the Corporation may
reasonably require.

       

      13. 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 Optionee, 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 Optionee 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.

       

      14. 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.

       

      15. Optionee
Undertaking.  The
Optionee 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 Optionee pursuant to the express
provisions of this Agreement.

       

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

       

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

       

      18. 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.

       

      19. Entire
Agreement.  This
Agreement (including the Notice of Grant) and the Plan, and, upon execution, the
Notice and Investment Representation Statement, 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.

       

      20. 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.

       

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

       

       

      [signature page
follows]

       

      
        
          
          

        

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

       

       

      URBAN BARNS FOODS
INC.

       

      By: ____________________________

      Name:

      Title:

       

      Optionee:

      _____________________________

      Name:
_____________________

       

      
        
          
          

        

        
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      NOTE
RE: EXHIBITS

       

      EXHIBITS A AND B ARE TO BE
SIGNED

      WHEN
OPTIONS ARE EXERCISED,

      NOT
WHEN OPTION AGREEMENT IS SIGNED.

       

      
        
          
          

        

        
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      EXHIBIT
A

       

      WOLVERINE
EXPLORATION INC.

      2010 STOCK PLAN

      EXERCISE
NOTICE

       

      URBAN BARNS FOODS
INC.

      Attention:  Chief
Executive Officer

       

      1.           Exercise
of Option.  Effective as of today, _______________________,
20__ , the undersigned (the “Optionee”) hereby elects to exercise the Optionee’s
option to purchase ________________  shares of the Common Stock (the
“Shares”) of URBAN BARNS FOODS INC. (the “Corporation”) under and pursuant to
the 2010 Stock Plan (the “Plan”) and the Stock Option Agreement dated _________
(the “Stock Option Agreement”), with the purchase of the Shares to be
consummated on ______________ ___, ____ (the “Effective Date”), which date is
prior to the termination of the Option and no later than 30 days from the date
of delivery of this Notice.

       

      2.           Representations
of the Optionee.  The Optionee acknowledges that the Optionee
has received, read and understood the Plan and the Stock Option Agreement and
agrees to abide by and be bound by their terms and
conditions.

       

      3.           Rights
as Shareholder; Shares Subject to Stockholders
Agreement.  Until the stock certificate evidencing such Shares
is issued (as evidenced by the appropriate entry on the books of the Corporation
or of a duly authorized transfer agent of the Corporation), no right to vote or
receive dividends or any other rights as a stockholder shall exist with respect
to the Shares, notwithstanding the exercise of the Option.  The
Corporation shall issue (or cause to be issued) such stock certificate promptly
after the Effective Date, provided the applicable price has been paid and the
required documents have been received.  No adjustment will be made for
a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as otherwise provided in the
Plan.  Unless waived by the Corporation in writing, the Shares shall
automatically become subject to the terms and conditions of any stockholders
agreement or similar agreement to which a majority of the outstanding capital
stock of the Corporation is subject at the time of exercise and the Optionee
shall sign as a condition to the issuance of the Shares such joinder agreement,
signature pages or other documents in order to evidence the Optionee’s agreement
to be so bound.

       

      4.           Tax
Consultation.  The Optionee understands that the Optionee may
suffer adverse tax consequences as a result of the Optionee’s purchase or
disposition of the Shares.  The Optionee represents that the Optionee
has consulted with any tax consultants the Optionee deems advisable in
connection with the purchase or disposition of the Shares and that the Optionee
is not relying on the Corporation for any tax advice.

       

      5.           Successors
and Assigns.  The Corporation may assign any of its rights
under the Stock Option Agreement to single or multiple assignees (who may be
stockholders, officers, directors, employees or consultants of the Corporation),
and this Agreement shall inure to the benefit of the successors and assigns of
the Corporation.  Subject to the restrictions on transfer set forth in
the Stock Option Agreement, this Agreement shall be binding upon the Optionee
and his or her heirs, executors, administrators, successors and
assigns.

       

      6.           Interpretation.
Any dispute regarding the interpretations of this Agreement shall be submitted
by the Optionee or by the Corporation forthwith to the Committee, which shall
review such dispute at its next regular meeting.  The resolution of
such a dispute by the Committee shall be final and binding on the Corporation
and on the Optionee.

       

      7.           Governing
Laws: Severability.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and to be wholly performed therein, without giving effect to its
conflicts of laws principles.  Should any provision of this Agreement
be determined by a court of law to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain
enforceable.

       

      8.           Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given if given in the manner specified in the Stock Option
Agreement.

       

      9.           Further
Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.

       

      10.          Delivery
of Payment.  The Optionee herewith delivers to the Corporation
the full Option Price for the Shares.

       

      11.          Entire
Agreement.  The Plan, the Notice of Grant, and the Stock Option
Agreement are incorporated herein by reference.  This Agreement, the
Plan, the Notice of Grant, the Stock Option Agreement, and the Investment
Representation Statement constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the
Corporation and the Optionee with respect to the subject matter
hereof.

       

      Submitted
by:                                                    Accepted
by:

       

      
        	
                OPTIONEE:

              	
                URBAN BARNS
      FOODS INC.

              


      

       

       

      By:_____________________________

       

      ___________________________                         Its:______________________________

      Name:
__________________

       

      
        
          
          

        

        
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      EXHIBIT
B

       

      2010 STOCK PLAN

      INVESTMENT
REPRESENTATION STATEMENT

       

      OPTIONEE :                      ________________________

       

      CORPORATION :              
URBAN BARNS FOODS INC.

       

      SECURITY :                      
Common Stock

       

      AMOUNT
:                          _______________________

       

      DATE
:                               _______________________

       

      In connection with
the purchase of the above-listed Securities, the undersigned Optionee represents
to the Corporation the following:

       

      (a)           The
Optionee is aware of the Corporation’s business affairs and financial condition
and has acquired sufficient information about the Corporation to reach an
informed and knowledgeable decision to acquire the Securities.  The
Optionee is acquiring these Securities for investment for the Optionee’s own
account only and not with a view to, or for resale in connection with, a
“distribution” thereof within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”).

       

      (b)           The
Optionee acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the Optionee’s
investment intent as expressed herein.  In this connection, the
Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if the
Optionee’s representation was predicated solely upon a present intention to hold
these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other fixed
period in the future.  The Optionee further understands that the
Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is
available.  The Optionee further acknowledges and understands that the
Corporation is under no obligation to register the Securities.  The
Optionee understands that the certificate evidencing the Securities will be
imprinted with a legend which prohibits the transfer of the Securities unless
they are registered or such registration is not required in the opinion of
counsel satisfactory to the Corporation and other legends required under the
applicable state or federal securities laws.

       

       

      Signature of
Optionee: _____________________________

       

      Date:__________________

       


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