Filed by sedaredgar.com - Chancery Resources, Inc. - Exhibit 10.1






CHANCERY RESOURCES, INC. 

2009 STOCK OPTION PLAN

1. PURPOSE

1.1 The purpose of the Stock Option Plan (the “Plan”) of
Chancery Resources Inc., a body corporate incorporated pursuant to the
laws of the State of Nevada (the “Company”), is to advance the interests of the
Company by encouraging the directors, officers, and bona fide employees,
management company employees, and consultants of the Company to acquire shares
in the Company, thereby increasing their proprietary interest in the Company,
encouraging them to remain associated with the Company and furnishing them with
additional incentive in their efforts on behalf of the Company in the conduct of
their affairs.

2. ADMINISTRATION AND GRANTING OF
OPTIONS

2.1 The Plan shall be administered by the Board of Directors of
the Company or, if appointed, by a special committee of directors appointed from
time to time by the Board of Directors of the Company, subject to approval by
the Board of Directors of the Company (such committee or, if no such committee
is appointed, the Board of Directors of the Company, is hereinafter referred to
as the “Committee”) pursuant to rules of procedure fixed by the Board of
Directors.

2.2 The Committee may from time to time designate directors,
officers, and bona fide employees, management company employees, and consultants
of the Company (the “Participants”) to whom options (each, an “Option”) to
purchase common shares of the Company may be granted and the number of common
shares to be optioned to each, provided that the total number of common shares
to be optioned shall not exceed the number provided in Clauses 3 and 4
hereof.

3. SHARES SUBJECT TO PLAN

3.1 Subject to adjustment as provided in Clause 14 hereof, the
shares to be offered under the Plan shall consist of shares of the Company’s
authorized but unissued common shares. The aggregate number of shares to be
delivered upon the exercise of all Options granted under the Plan shall not
exceed the maximum number of shares permitted under the rules of any stock
exchange on which the common shares are then listed or other regulatory body
having jurisdiction, which maximum number of shares is presently determined as
being equal to 6,450,000 shares, which is 20% of the issued shares of the
Company at the time of adoption of the Plan (on a non-diluted basis). If any
Option granted hereunder shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares subject thereto shall again be
available for the purpose of this Plan.

4. NUMBER OF OPTIONED SHARES

4.1 The number of shares subject to an Option to a Participant,
other than a Consultant (as defined under the rules of any stock exchange on
which the common shares are then listed or other regulatory body having
jurisdiction) and an Employee (as defined under the 




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rules of any stock exchange on which the common shares are then
listed or other regulatory body having jurisdiction) conducting Investor
Relations Activities (as defined under the rules of any stock exchange on which
the common shares are then listed or other regulatory body having jurisdiction)
shall be determined by the Committee, but no Participant, where the Company is
listed on any stock exchange, shall be granted an Option which exceeds the
maximum number of shares permitted under any stock exchange on which the common
shares are then listed or other regulatory body having jurisdiction, which
maximum number of shares is presently an amount equal to 5% of the then issued
and outstanding shares of the Company (on a non-diluted basis) in any 12 month
period.

4.2 The maximum number of shares subject to an Option to a
Participant who is a Consultant is presently limited to an amount equal to 2% of
the then issued and outstanding shares of the Company (on a non-diluted basis)
in any 12 month period.

4.3 The number of options granted to all persons in aggregate
who are employed to perform Investor Relations Activities is presently limited
to an amount equal to 2% of the then issued and outstanding shares of the
Company (on a non-diluted basis) in any 12 month period.

5. VESTING

5.1 Subject to the provisions of Paragraph 5.2 below, the
Committee may, in its sole discretion, determine the time during which Options
shall vest and the method of vesting, or that no vesting restriction shall
exist.

5.2 Options issued to consultants performing investor relations
activities must vest in stages over a twelve month period, with no more than
one-quarter of such Options vesting in any three month period.

6. MAINTENANCE OF SUFFICIENT CAPITAL

6.1 The Company shall at times during the term of the Plan
reserve and keep available such numbers of shares as will be sufficient to
satisfy the requirements of the Plan.

7. PARTICIPATION

7.1 The Committee shall determine to whom Options shall be
granted, the terms and provisions of the respective Option agreements, the time
or times at which such Options shall be granted and the number of shares to be
subject to each Option. An individual who has been granted an Option may, if he
is otherwise eligible, and if permitted by any stock exchange on which the
common shares are then listed or other regulatory body having jurisdiction, be
granted an additional Option or Options if the Committee shall so determine.

8. EXERCISE PRICE

8.1 The exercise price of the shares covered by each Option
shall be determined by the Committee. The exercise price shall not be less than
the price permitted by any stock exchange on which the common shares are then
listed or other regulatory body having jurisdiction.




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9. DURATION OF OPERATION

9.1 Each Option and all rights thereunder shall be expressed to
expire on the date set out in the Option agreements and shall be subject to
earlier termination as provided in Clauses 12 and 13.

10. OPTION PERIOD, CONSIDERATION AND
PAYMENT

10.1 The Option Period shall be a period of time fixed by the
Committee, not to exceed the maximum period permitted by any stock exchange on
which the common shares are then listed or other regulatory body having
jurisdiction, which maximum period is presently 5 years from the date the Option
is granted, provided that the Option Period shall be reduced with respect to any
Option as provided in Clauses 12 and 13 covering cessation as a director,
officer, employee or consultant of the Company or death of the Participant. 

10.2 Except as set forth in Clauses 12 and 13, no Option may be
exercised unless the Participant is, at the time of such exercise, a director,
officer, employee or consultant of the Company.

10.3 The exercise of any Option will be contingent upon receipt
by the Company at its head office of a written notice of exercise, specifying
the number of shares with respect to which the Option is being exercised,
accompanied by cash payment, certified cheque or bank draft for the full
purchase price of such shares with respect to which the Option is exercised. No
Participant or his legal representatives, legatees or distributees will be, or
will be deemed to be, a holder of any shares subject to an Option under this
Plan unless and until the certificates for such shares are issued to such
persons under the terms of the Plan.

11. HOLD PERIOD 

11.1 Share certificates issued on exercise of an Option shall
be legended in all cases as may be required under applicable securities laws and
the rules of any stock exchange on which the common shares are then listed or
other regulatory body having jurisdiction.

12. CEASING TO BE A DIRECTOR, OFFICER, EMPLOYEE OR
CONSULTANT

12.1 If a Participant shall cease to be a director, officer,
employee or consultant, as the case may be, of the Company for any reason (other
than death), he may, but only within 90 days next succeeding his ceasing to be a
director, officer, employee or consultant, exercise his Option to the extent
that he was entitled to exercise it at the date of such cessation provided that,
in the case of a Participant who is engaged in Investor Relations Activity (as
that term is defined under the rules of any stock exchange on which the common
shares are then listed or other regulatory body having jurisdiction) on behalf
of the Company, this 90 day period referenced herein shall be shortened to 30
days. 

12.2 Nothing contained in the Plan, nor in any Option granted
pursuant to the Plan, shall as such confer upon any Participant any right with
respect to continuance as a director, officer, employee or consultant of the
Company or of any affiliate.




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13. DEATH OF A PARTICIPANT

13.1 In the event of the death of a Participant, the Option
previously granted to him shall be exercisable only within the 12 months next
succeeding such death and then only:

	 	(a) 	
      by the person or persons to whom the Participant’s rights
      under the Option shall pass by the Participant’s will or the laws of
      descent and distribution; and

	 	 	 
	 	(b) 	
      if and to the extent that he was entitled to exercise the
      Option at the date of his death.



14. ADJUSTMENTS

14.1 Appropriate adjustments in the number of common shares
optioned and in the Option price per share, as regards, Options granted or to be
granted, may be made by the Committee in its discretion to give effect to
adjustments in the number of common shares of the Company resulting subsequent
to the approval of the Plan by the Committee from subdivisions, consolidations
or reclassification of the common shares of the Company, the payment of stock
dividends by the Company or other relevant changes in the capital of the
Company.

15. TRANSFERABILITY

15.1 All benefits, rights and Options accruing to the
Participant in accordance with the terms and conditions of the Plan shall not be
transferable or assignable unless specifically provided herein. During the
lifetime of a Participant any benefits, rights and Options may only be exercised
by the Participant.

16. AMENDMENT AND TERMINATION OF PLAN

16.1 The Committee may, at any time, suspend or terminate the
Plan. The Board of Directors may, subject to such approvals as may be required
under the rules of any stock exchange or which the common shares are then listed
or other regulatory body having jurisdiction, also at any time amend or revise
the terms of the Plan, PROVIDED that no such amendment or revision shall alter
the terms of any Options theretofore granted under the Plan.

17. NECESSARY APPROVALS

17.1 The ability of the Options to be exercised and the
obligation of the Company to issue and deliver shares in accordance with the
Plan is subject to any approvals which may be required from the shareholders of
the Company, any regulatory authority or stock exchange having jurisdiction over
the securities of the Company. If required under the rules of any stock exchange
on which the common shares are then listed or other regulatory body having
jurisdiction, the Company will obtain disinterested shareholder approval for any
reduction in the exercise price of the Option if the Participant is an insider
of the Company at the time of the proposed amendment;




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17.2 If any shares cannot be issued to the Participant for
whatever reason, the obligation of the Company to issue such shares shall
terminate and any Option exercise price paid to the Company will be returned to
the Participant.

18. PRIOR PLANS

18.1 The Plan shall entirely replace and supersede any prior
share option plans, if any, enacted by the Board of Directors of the Company or
its predecessor companies.

19. EFFECTIVE DATE OF PLAN

19.1 The Plan has been adopted by the Board of Directors
subject to the approval of any stock exchange on which the shares of the Company
are to be listed or other regulatory body having jurisdiction and approval of
the shareholders and, if so approved, the Plan shall become effective upon such
approvals being obtained.