Lithium Exploration Group, Inc.: Exhibit 10.3 - 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: _______________________________________