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






Exhibit 10.1

STOCK OPTION AGREEMENT 

ENERTOPIA CORP. 

THIS AGREEMENT is entered into as of the 14th day of
February, 2011 (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, B.C. V6E 4A4 

(the “Company”) 

AND: 

(the “Optionee”) 

WHEREAS: 

A. 

The Board of
Directors of the Company (the “Board”) has approved and adopted the 2008 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] Non 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, XXX shares of Common Stock. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Plan. 

1. 

 Exercise Price. The exercise price of the options
shall be US $0.15 per share. 




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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. 

3. 

 Vesting Schedule. The Options shall vest in
accordance with Exhibit A. 

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. 

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. 

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.
  







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	 	(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.


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. 

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 

	 	 	
       

	 	(b) 	
      by complying with any other payment mechanism approved by
      the Plan Administrator at the time of exercise.








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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. 

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. 

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. 

11. 

 Subject to 2008 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. 

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. 

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. 




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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. 

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. 
	 	 	Vancouver, BC V6E 4A4 
	 	 	Attention: President 
	 	 	  
	 	With a copy
      to: 	
	 	 	  
	 	 	W.L. Macdonald Law Corporation 
	 	 	1210 – 777 Hornby Street 
	 	 	Vancouver, British Columbia V6Z 1S4 
	 	 	Attention: William Macdonald 
	 	 	  
	 	The Optionee: 	  
	 	 	_____________________________
	 	 	_____________________________  
	 		_____________________________
	 	 	_____________________________


ENERTOPIA CORP. 

Per:                                                        

       Authorized Signatory 




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EXHIBIT A 

TERMS OF THE OPTION 

	Name of the Optionee: 	  
	Date of Grant: 	February 14, 2011 
	Designation: 	Qualified Stock Options 
	1. 	Number of Options granted:
    	XXX stock options 
	2. 	Purchase Price: 	$0.15 per share 
	3. 	Vesting Date: 	XXX options on February 14, 2011; 
	4. 	Expiration Date: 	February 14, 2016 






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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”) 2008
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$_______ per share, for aggregate consideration of US$__________ , 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 



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)