Lithium Exploration Group, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






LITHIUM EXPLORATION GROUP, INC. 

2014 STOCK PLAN 

NOTICE OF GRANT 

Capitalized but otherwise undefined terms in this Notice of
Grant and the attached Restricted Share Grant Agreement shall have the same
defined meanings as in the 2014 Stock Plan.

	Name: 	 	Address: 	 


You have been granted Restricted Shares subject to the terms
and conditions of the Plan and the attached Restricted Share Grant Agreement, as
follows: 


	Date of Grant: 	 
    
	 	 
	Vesting Commencement Date: 	 
    
	 	 
	Purchase Price per 	  
	Restricted Share: 	$
  
	 	 
	Total Number of Restricted 	  
	Shares Granted: 	 
    
	 	 
	Total Purchase Price: 	$
  



Vesting Schedule: 

The Restricted Shares shall vest and no longer be subject to
forfeiture in accordance with the following schedule: 

N/A 




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LITHIUM EXPLORATION GROUP, INC. 

2014 STOCK PLAN 

RESTRICTED SHARE GRANT AGREEMENT 

     This RESTRICTED SHARE GRANT 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 “Grantee,” which term
as used herein shall be deemed to include any successor to the Grantee 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 Grantee, effective as of the date set forth above, of an award
of the number of Restricted Shares as is set forth in the attached Notice of
Grant (which is expressly incorporated herein and made a part hereof, the
“Notice of Grant”) at the purchase price per Restricted Share (the “Purchase
Price”) set forth in the attached 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. Grant of Restricted Shares. The Corporation hereby grants to
  Grantee, and Grantee hereby accepts the number of Restricted Shares set forth in
  the Notice of Grant, subject to the payment by the Grantee of the total purchase
  price set forth in the Notice of Grant. The certificates representing the
  Restricted Shares hereunder shall be held in escrow by the Secretary of the
  Corporation as provided in Section 6 hereof. 

2. Stockholder Rights. Until such time as all or
any part of the Restricted Shares are forfeited to the Corporation under this
Agreement, if ever, Grantee (or any successor in interest) shall have the rights
of a stockholder (including voting rights) with respect to the Restricted
Shares, including the Restricted Shares held in escrow under Section 6, subject,
however, to the transfer restrictions of Section 3. 

3. Vesting of Restricted Shares.

     (a) The Restricted Shares shall
be restricted and subject to forfeiture pursuant to Section 4 until vested
pursuant to this Section 3 or Section 6(b). The Restricted Shares shall vest,
and no longer be subject to forfeiture, (such Restricted Shares becoming "Vested
Shares") in accordance with the vesting schedule set forth in the Notice of
Grant. All Restricted Shares which have not become Vested Shares are hereinafter sometimes
referred to as "Nonvested Shares." 




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     (b) The Grantee acknowledges that the
vesting of the foregoing Restricted Shares may create significant income tax
liability to the Grantee. 

     (c) Nonvested Shares may not be
sold, transferred, assigned, pledged, or otherwise disposed of, directly or
indirectly. 

4. Forfeiture of Nonvested Shares. At such time
as Grantee's Business Relationship with the Corporation ceases for any reason,
including death, then, in such event, any Nonvested Shares shall be
automatically forfeited to the Corporation unless the Corporation otherwise
notifies the Grantee, subject to the re-payment by the Corporation of the total
purchase price specified in the Notice of Grant. 

5. Recapitalizations, Exchanges, Mergers,
Etc.

     (a) The provisions of this
Agreement shall apply to the full extent set forth herein with respect to any
and all shares of capital stock of the Corporation or successor of the
Corporation which may be issued in respect of, in exchange for, or in
substitution for the Restricted Shares by reason of any stock dividend, split,
reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this Agreement. Except as
otherwise provided herein, this Agreement is not intended to confer upon any
other person except the parties hereto any rights or remedies hereunder. 

     (b) In the event that the
Corporation effects a Corporate Transaction, the Board of Directors may take any
one or more of the actions specified in Section 17 of the Plan. 

6. Escrow for the Restricted Shares.

     (a) Upon issuance, the
certificates for the Restricted Shares shall be deposited in escrow with the
Corporation to be held in accordance with the provisions of this Section 6. Each
deposited certificate shall be accompanied by a duly executed stock transfer
power executed in blank. The deposited certificates, together with any other
assets or securities from time to time deposited with the Corporation pursuant
to the requirements of this Agreement, shall remain in escrow until such time or
times as the certificates (or other assets and securities) are to be released or
otherwise surrendered for cancellation in accordance with Section 6(c) below.


     (b) Any cash dividends on the
Restricted Shares (or other securities at the time held in escrow) shall be held
in escrow. In the event of any stock dividend, stock split, recapitalization, or
other change affecting the Corporation's outstanding Common Stock as a class
effected without receipt of consideration, any new, substituted, or additional
securities or other property which is by reason of such event distributed with
respect to the Restricted Shares shall be immediately delivered to the
Corporation to be held in escrow under this Section 6, but only to the extent
the Restricted Shares are at the time subject to the escrow requirements of
Section 6(a). 




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     (c) The Restricted Shares,
together with any other assets or securities held in escrow hereunder, shall be
subject to the following terms and conditions relating to their release from
escrow or their surrender to the Corporation for cancellation:

          (i)
Should any Restricted Shares be forfeited to the Corporation, then the escrowed
certificates for such Restricted Shares (together with any other assets or
securities issued with respect thereto) shall be delivered to the Corporation
for cancellation, and Grantee shall cease to have any further rights or claims
with respect to such Restricted Shares (or other assets or securities). 

          (ii)
Prior to the interest of Grantee in the Restricted Shares (or any other assets
or securities issued with respect thereto) vesting in accordance with the
provisions of Section 3 or 6(b), the certificates for such Nonvested Shares (as
well as all other assets and securities) shall remain in escrow. 

          (iii)
Subsequent to such vesting, the certificates for such Vested Shares (as well as
all other vested assets and securities) shall be released from escrow and
delivered to the Grantee upon the request of Grantee. 

7. No Employment Contract Created. The issuance
of the Restricted Shares shall not be construed as granting to Grantee any right
with respect to continuance of employment or any other Business Relationship by
the Corporation or any of its subsidiaries. The right of the Corporation or any
of its subsidiaries to terminate at will Grantee's employment or terminate a
Business Relationship with the Grantee at any time (whether by dismissal,
discharge or otherwise), with or without cause, is specifically reserved,
subject to any other written employment or other agreement to which the
Corporation and Grantee may be a party. 

8. Section 83(b) Election. Grantee understands
that under Section 83 of the Internal Revenue Code of 1986, as amended (the
"Code"), the excess of the fair market value of the Restricted Shares on the
date any forfeiture restrictions applicable to such Restricted Shares lapse over
the purchase price paid for such Restricted Shares will be reportable as
ordinary income at that time. Grantee understands, however, that Grantee may
elect to be taxed at the time the Restricted Shares are acquired hereunder,
rather than when and as such Restricted Shares cease to be subject to such
forfeiture restrictions, by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within thirty (30) days after the date of this
Agreement. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY, AND
NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF
GRANTEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
GRANTEE’S BEHALF. 

9. Tax Witholding. The Corporation shall be
entitled to withhold from Grantee's compensation any amounts necessary to
satisfy applicable tax withholding with respect to the grant and vesting of the
Restricted Shares. 

10. Interpretation. The Restricted Shares are
being issued pursuant to the terms of the Plan, and shall in all respects be
interpreted in accordance therewith. The Board of Directors shall interpret and
construe this Agreement and the Plan, and any action, decision, interpretation
or determination made in good faith by the Board of Directors
shall be final and binding on the Corporation and Grantee. 




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11. 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 Grantee, 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 Grantee 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.

12. Specific Performance. Grantee 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 Grantee, 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 Grantee. 

13. 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. 

14. Grantee Undertaking. The Grantee 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 Grantee pursuant to the express provisions of this Agreement. 

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

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




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17. 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. 

18. Entire Agreement. This Agreement
(including the Notice of Grant) and the Plan, 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. 

19. 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.

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

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

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







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SPOUSE'S CONSENT TO AGREEMENT 

I acknowledge that I have read the Restricted Share Grant
Agreement (the "Agreement") by and between LITHIUM EXPLORATION GROUP, INC. (the
"Corporation") and my spouse concerning the Common Stock of the Corporation, and
that I know its contents. I am aware that my spouse has agreed therein to the
imposition of certain forfeiture provisions and restrictions on transferability
with respect to the Restricted Shares that are the subject of the Agreement,
including with respect to my community interest therein, if any, on the
occurrence of certain events described in the Agreement. I hereby consent to and
approve of the provisions of the Agreement, and agree that I will abide by the
Agreement and bequeath any interest in the Restricted Shares which represents a
community interest of mine to my spouse or to a trust subject to my spouse's
control or for my spouse's benefit or the benefit of our children if I
predecease him. 

	Dated: 	 	 	 
	 	 	 	Sign Above 
	 	 	 	  
	 	 	 	  
	 	 	 	  
	 	 	 	Print Name Above