Cardero Resource Corp.: Exhibit 4.2 - Filed by newsfilecorp.com





STOCK OPTION AGREEMENT 
(Under 2012 Incentive Stock
Option Plan) 

THIS AGREEMENT made as of the • day of •
201__. 

BETWEEN: 

[NAME AND ADDRESS OF
OPTIONEE]

(the “Optionee”) 

AND: 


          CARDERO RESOURCE CORP., a body corporate having
            its office at Suite 2300 – 1177 West Hastings Street, Vancouver,
            British Columbia V6E 2K3 

          (the “Company”) 

WHEREAS: 

	A. 	
      The common shares of the Company are listed on the
      Toronto Stock Exchange (the “TSX”) and the Company is subject to the
      regulatory jurisdictions of the TSX and the British Columbia, Alberta and
      Ontario Securities Commissions (the “Commissions”);

	 	 
	B. 	
      In accordance with the Company’s 2012 Incentive Stock
      Option Plan (the “2012 Plan”), the Directors of the Company have
      authorized the granting of options to purchase common shares in the
      capital stock of the Company to Employees, Officers, Directors (including
      Non- Employee Directors), Management Company Employees and Consultants of
      the Company and its Affiliates in order to provide an additional incentive
      to such persons to participate actively in the success of the Company;
      and

	 	 
	C. 	
      This Agreement is made and entered into pursuant to and
      in accordance with the 2012 Plan.

	 	 
		
      NOW THEREFORE THIS AGREEMENT
WITNESSES:



DEFINITION 

	1. 	
      In this Agreement, all terms used herein and which are
      defined in the 2012 Plan will have the same meanings as assigned to them
      in the 2012 Plan.



GRANTING OF OPTION 

	2. 	
      The Company hereby irrevocably grants to the Optionee a
      non-assignable, non-transferable option to purchase • Shares (the
      “Option”) at a price of $• per Share (the “Option
      Price”).







- 2 - 

	3. 	
      The Option is not qualified under Section 422 of the
      United States Internal Revenue Code of 1986, as amended (the “IRS
      Code”), and is therefore a “non-qualified” stock option for US tax
      purposes.

	 	 	 	 
	4. 	
      Options granted under the 2012 Plan are intended to be
      exempt from Section 409A (“Section 409A”) of the IRS Code, and the 2012
      Plan and this Agreement shall be interpreted and administered accordingly.
      Notwithstanding anything to the contrary in this Agreement or the 2012
      Plan, if the Optionee is a U.S. Holder, the following will
apply:

	 	 	 	 
		(a) 	
      no Option Price may be reduced to a price that is less
      than the greater of:

	 	 	 	 
			(i) 	
      the closing price of the Shares on the TSX on the trading
      day immediately preceding the day on which the Option Price is reduced
      (provided that if there are no trades on such day then the last closing
      price within the preceding ten trading days will be used, and if there are
      no trades within such ten-day period, then the simple average of the bid
      and ask prices on the trading day immediately preceding the day of Option
      Price reduction will be used), and

	 	 	 	 
			(ii) 	
      the volume weighted average trading price (calculated by
      dividing the total value by the total volume of Shares traded on the TSX
      during the relevant period) of the Shares on the TSX for the five (5)
      trading days immediately prior to the date of Option Price reduction;
      and

	 	 	 	 
		(b) 	
      any:

	 	 	 	 
			(i) 	
      exchange of Options pursuant to Section 4.4 of the 2012
      Plan,

	 	 	 	 
			(ii) 	
      substitution of options pursuant to Section 4.5 of the
      2012 Plan,

	 	 	 	 
			(iii) 	
      extension of the Option Period pursuant to Section 8.1 or
      Section 16 of the 2012 Plan,

	 	 	 	 
			(iv) 	
      adjustment or substitution pursuant to Section 11 of the
      2012 Plan, or

	 	 	 	 
			(v) 	
      amendment of the 2012 Plan, any Option or Option
      Agreement pursuant to Section 16 of the 2012 Plan,



shall be undertaken in a manner that
complies with Section 409A and applicable regulations. 

	5. 	
      “U.S. Holder” shall mean:

	 	 	 
		(a) 	
      a citizen or individual resident of the United States as
      determined for U.S. federal income tax purposes;

	 	 	 
		(b) 	
      a corporation (or an entity taxable as a corporation)
      created or organized under the law of the United States, any state thereof
      or the District of Columbia;







- 3 - 

	 	(c) 	
      an estate, the income of which is subject to U.S. federal
      income tax without regard to its source; or

	 	 	 	 
	 	(d) 	
      a trust if:

	 	 	 	 
	 		(i) 	
      a court within the United States is able to exercise
      primary supervision over the administration of the trust, and one or more
      U.S. persons have the authority to control all substantial decisions of
      the trust, or

	 	 	 	 
	 		(ii) 	
      the trust has an election in effect under applicable U.S.
      Treasury Regulations to be treated as a U.S.
person.



TERMINATION OF OPTION 

	 	6. 	
      The Option will terminate on the day (the “Termination
      Date”) which is the earlier of:

	 	 	 	 	 
	 		(a) 	
      •; and

	 	 	 	 	 
	 		(b) 	
      the day which is [:

	 	 	 	 	 
	 			(i) 	
      •(•) days after the Optionee ceases to be any of an
      Employee, Officer, Director (including a Non-Employee Director),
      Management Company Employee or Consultant of the Company or any of its
      Affiliates, other than by reason of the death of the Optionee,
or

	 	 	 	 	 
	 			(ii) 	
      ]the day which is one (1) year after the death of the
      Optionee,



subject to any extension thereof as may
be required pursuant to section 8.6 of the 2012 Plan. 

EXERCISE OF OPTION 

	7. 	
      The Option, or any part thereof, may be exercised by the
      Optionee at any time and from time to time, until and including the
      Termination Date,[If vesting provisions imposed: as
  follows:

	 	 	 
		(a) 	
      as to • Shares, at any time on or after•, 20•;

	 	 	 
		(b) 	
      as to an additional • Shares, at any time on or after•,
      20•;

	 	 	 
		(c) 	
      as to an additional • Shares, at any time on or after•,
      20•; and

	 	 	 
		(d) 	
      as to the remaining • Shares, at any time on or after•,
      20•,]




		
      by notice in writing to the Company to that effect
      (“Exercise Notice”).

	 	 
	8. 	
      An Exercise Notice will specify the number of Shares with
      respect to which the Option is then being exercised and will be
      accompanied by:







- 4 - 

	 	(a) 	
      a certified cheque, bank draft or money order in favour
      of the Company or other form of payment acceptable to the Company in full
      payment of the Option Price for the number of Shares then being purchased;
      and

	 	 	 
	 	(b) 	
      a certified cheque, bank draft or money order in favour
      of the Company, or other form of payment acceptable to the Company, in
      full payment of the withholding tax payable in respect of the particular
      exercise of the Option (the amount of which will be calculated by the
      Company in its sole discretion and advised to the
  Optionee).




	9. 	
      An Exercise Notice will be deemed to have been given, if
      delivered to the head office of the Company from time to time, on the date
      of delivery, or if mailed, on the fourth (4th ) day after the
      date of mailing in any post office in Canada. A mailed Exercise Notice
      will be sent by prepaid registered mail addressed to the Company at its
      head office from time to time.



DELIVERY OF SHARE CERTIFICATE/EVIDENCE OF DIRECT
REGISTRATION 

	10. 	
      The Company will, within three (3) business days after
      receipt of an Exercise Notice, deliver to the Optionee either:

	 	 	 
		(a) 	
      a certificate representing the number of Shares with
      respect to which the Option was exercised and issued as of the date of the
      Exercise Notice; or

	 	 	 
		(b) 	
      such evidence of the direct registration in the
      Optionee’s name, as of the date of the Exercise Notice, of the number of
      Shares with respect to which the Option was exercised in accordance with,
      and pursuant to, any system of direct registration that may be adopted by
      the Company.



OPTION ONLY 

	11. 	
      Nothing herein contained or done pursuant hereto will
      obligate the Optionee to purchase and/or pay for any Shares, except those
      Shares in respect of which the Optionee has exercised all or any part of
      the Option granted hereunder.

	 	 
	12. 	
      The Optionee will not have any rights whatsoever as a
      shareholder of the Company or the holder of any of the Shares optioned
      hereunder other than in respect of optioned Shares for which the Optionee
      has exercised all or any part of the Option granted hereunder and which
      have been taken up and paid for in full.



INCORPORATION OF TERMS AND CONDITIONS OF PLAN 

	13. 	
      The Option has been granted in accordance with and
      subject to the terms and conditions of the 2012 Plan, all of which are
      incorporated herein by reference as fully as if each and every such term
      and condition were set forth in this agreement
  seriatim.



TIME OF THE ESSENCE 

	14. 	
      Time is and will be of the essence of this
    agreement.







- 5 - 

SUCCESSORS 

	15. 	
      This agreement will enure to the benefit of and be
      binding upon the heirs, executors and administrators of the Optionee and
      the successors and assigns of the Company.



COLLECTION OF PERSONAL INFORMATION 

	16. 	
      The Optionee acknowledges and consents to the fact the
      Company is collecting the Optionee’s personal information for the purpose
      of completing the grant of the Option to the Optionee and obtaining all
      necessary regulatory acceptances, orders, approvals and consents thereto.
      The Optionee acknowledges and consents to the Company retaining the
      personal information for as long as permitted or required by applicable
      law or business practices. The Optionee further acknowledges and consents
      to the fact the Company may be required by applicable securities laws,
      stock exchange rules, and Investment Dealers Association (“IDA”) rules to
      provide regulatory authorities with any personal information provided by
      the Optionee respecting him/herself, and further consents to the
      collection, use and disclosure of any such personal information by any
      securities regulatory authority or stock exchange or the IDA from time to
      time including, without limitation, the collection, use and disclosure
      thereof as set out in the applicable policies of the
TSX.



IN WITNESS WHEREOF the parties hereto have caused these
presents to be executed as of the day and year first above written. 

	SIGNED, SEALED and DELIVERED by 	) 	  
	[NAME OF OPTIONEE] in the presence 	) 	  
	of: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	 
    
	  	) 	[NAME OF OPTIONEE] 
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	  	  






- 6 - 

	The Corporate Seal of CARDERO 	) 	  
	RESOURCE CORP. was hereunto 	) 	  
	affixed in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	c/s 
	  	) 	  
	  	) 	  
	Authorized Signatory