Enertopia Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

STOCK OPTION AGREEMENT 

ENERTOPIA CORP. 


THIS AGREEMENT is entered into as of the 1st day of
October, 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 250,000 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, 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 $0.15 per share.






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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. 

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.







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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.


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. 

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.







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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 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. 

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. 

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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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: 	
	 	 	  
	 	 	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 
	 
	 
	_________________________________
	[   ]
	 





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EXHIBIT A 

TERMS OF THE OPTION 

	Name of the Optionee: 	 	  
	 	 	 
	Date of Grant: 	 	October 1, 2011 
	 	 	 
	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 December 1, 2011; 
	  	  	 	XXX options on March 1, 2012; 
	  	  	 	XXX options on June 1, 2012; 
	  	  	 	XXX options on September 1, 2012 
	  	  	 	  
	4. 	Expiration Date: 	 	October 1, 2016 






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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)