Filed by sedaredgar.com - Cheetah Oil & Gas Ltd.- Exhibit 10.1






STOCK OPTION AGREEMENT 

CHEETAH OIL & GAS LTD. 

THIS AGREEMENT is entered into as of the 27th day of November,
2009 (the “Date of Grant”) 

BETWEEN: 

CHEETAH OIL & GAS LTD., a
company incorporated pursuant 
to the laws of the State of Nevada, of 17
Victoria Road, Nanaimo, 
British Columbia, V9R 4N9 

(the “Company”) 

AND: 

__________________, of
________________________________


(the “Optionee”) 

WHEREAS: 

A.         The Board of
Directors of the Company (the “Board”) has approved and adopted the 2009 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
__________________ shares of Common Stock (the “Options”), which Options
are intended to be (select one): 

[   ] Incentive Stock
Options; 

[   ] on 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, 100,000 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 $0.10 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 three (3) months 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 2009 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 




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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: 

Cheetah Oil & Gas Ltd.

17 Victoria Road 
Nanaimo, BC V9R 4N9 
Attention: President 

With a copy to: 

Clark Wilson LLP 
Barristers and
Solicitors 
Suite 800 - 885 West Georgia Street 
Vancouver, British
Columbia V6C 3H1 
Attention: William Macdonald 

The Optionee: 

_____________________

_____________________

_____________________

_____________________


CHEETAH OIL & GAS LTD. 

 

Per: 
_____________________________________
        
Authorized Signatory 

 

 

_________________________________________
[Insert Optionee
Name] 




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EXHIBIT A 

TERMS OF THE OPTION

	Name of the Optionee: 	<> 
	 	 
	Date of Grant: 	<> 
	 	 
	Designation: 	Incentive Stock Options 
	 	 
	1.        Number of
      Options granted: 	<> stock options 
	 	 
	2.        Purchase
      Price: 	$<> per share 
	 	 
	3.        Vesting
      Dates: 	<> 
	 	 
	4.        Expiration
      Date: 	<> 






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EXHIBIT B 

To: 

Cheetah 

Oil & Gas Ltd. 

  17 Victoria Road 

  Nanaimo, BC V9R 4N9 

Attention: President 

Notice of Election to Exercise

This Notice of Election to Exercise shall constitute proper
notice pursuant to Section 5.1(h) of Cheetah Oil & Gas Ltd.’s (the
“Company”) 2009 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$_______ per share, for aggregate consideration of US$__________, 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)