Lithium Exploration Group, Inc.: Exhibit 4.2 - Filed by newsfilecorp.com






LITHIUM EXPLORATION GROUP, 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 2014 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: 




LITHIUM EXPLORATION GROUP, INC. 

2014 STOCK PLAN 

STOCK OPTION AGREEMENT 

     This STOCK OPTION AGREEMENT
(“Agreement”), dated as of the ___ day of ________, 2014 is made by and
between LITHIUM EXPLORATION GROUP, 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 2014
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. 




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. 

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] 




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


	LITHIUM EXPLORATION GROUP, INC. 
	 	  
	 	  
	By:    	
	 	Name: 
	 	Title: 
	 	  
	 	  
	 	  
	 	  
	Optionee: 
	 	 
	 	 
	 	 
	Name:   	








	NOTE RE: EXHIBITS 
	 
	 
	EXHIBITS A AND B ARE TO BE SIGNED 
	 
	WHEN OPTIONS ARE EXERCISED, 
	 
	NOT WHEN OPTION AGREEMENT IS SIGNED.
    






EXHIBIT A 

LITHIUM EXPLORATION GROUP, INC. 

2014 STOCK PLAN 

EXERCISE NOTICE 

LITHIUM EXPLORATION GROUP, 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 LITHIUM EXPLORATION GROUP, INC. (the
“Corporation”) under and pursuant to the 2014 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: 	 	LITHIUM EXPLORATION GROUP, INC. 
	  	 	  
	  	 	By:                                                                 
    

	 	 	 
	  	 	Its:                                                                 
    

	Name:                                                                
     	 	  






EXHIBIT B

2014 STOCK PLAN

INVESTMENT REPRESENTATION STATEMENT


	OPTIONEE 	: 	 
	 	 	 
	CORPORATION 	: 	LITHIUM EXPLORATION GROUP, 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:__________________