Enertopia Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






STOCK OPTION AGREEMENT 

ENERTOPIA CORP. 

THIS AGREEMENT is entered into as of the 3rd day of April, 2014
(the “Date of Grant”) 

	BETWEEN: 
	  	ENERTOPIA CORP., a company
      incorporated pursuant to the 
	  	laws of the State of Nevada, of
      Suite 950 1130 West Pender, 
	  	Vancouver, BC V6E 4A4 
	  	  
	  	(the “Company”) 
	  	  
	AND: 	Stuart Gray 
	  	980 Skeena Drive 
	  	Kelowna, BC V1V 2K7 
	  	  
	  	(the “Optionee”)


WHEREAS: 

A.           The
Board of Directors of the Company (the “Board”) has approved and adopted the
2011 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
100,000 shares of Common Stock (the “Options”), which Options are
intended to be (select one): 

[   ] Incentive Stock
Options; 

[X] 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. 

ITEM
1           
 Exercise price. The exercise price of the options shall be US$0.72 per
share. 




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ITEM
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. 

ITEM
3            
Vesting schedule. The options shall vest in accordance with exhibit a. 

ITEM
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. 

ITEM
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. 

ITEM
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.








- 3 – 

	 	(D) 	
      Termination for any other reason. The expiration of
      ninety (90) days 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.


ITEM
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. 

ITEM
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







- 4 – 

	 	(B) 	
      By complying with any other payment mechanism approved by
      the plan administrator at the time of exercise.



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. 

ITEM
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. 

ITEM
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. 

ITEM
11           Subject to
2011 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. 

ITEM
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. 

ITEM
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 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. 




- 5 –

ITEM
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. 

ITEM 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: 

Enertopia Corp. 
Suite 950
1130 West Pender Street
Vancouver, BC V6E 4A4 
Attention: President



With a copy to: 

W.L. Macdonald Law Corporation 
400
– 570 Granville Street 
Vancouver, British Columbia V6C 3P1 
Attention:
William Macdonald 


The Optionee: 

Stuart Gray 
980 Skeena
Drive 
Kelowna, BC V1V 2K7 


ENERTOPIA CORP. 

Per:    
__________________________________________
           
Authorized Signatory 

           
__________________________________________
           
[  ] 




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EXHIBIT A

TERMS OF THE OPTION

	Name of the Optionee: 	Stuart Gray 
	 	 
	Date of Grant: 	April 3, 2014 
	 	 
	Designation: 	Qualified Stock Options 
	 	 
	Number of Options granted: 	100,000 stock options 
	 	 
	Purchase Price: 	$0.72 per share 
	 	 
	Vesting Date: 	100,000 options on April 3, 2014; 
	 	 
	Expiration Date: 	April 3, 2019 






- 7 – 

EXHIBIT B

To: 

Enertopia Corp. 
Suite 950
1130 West Pender 
Vancouver, BC V6E 4A4 
Attention: President 


Notice of Election to Exercise 

This Notice of Election to Exercise shall constitute proper
notice pursuant to Section 5.1(h) of Enertopia Corp.’s (the “Company”) 2011
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$0.72 per share, for aggregate consideration of US$__________, 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 







- 8 – 

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)