NONQUALIFIED STOCK OPTION AGREEMENT Empire Minerals Corp. 2007 Stock Incentive Plan

EXHIBIT 10.19

NONQUALIFIED STOCK OPTION AGREEMENT

Empire Minerals Corp. 2007 Stock Incentive Plan

AGREEMENT (“ Agreement ”), dated _____________ by and between Empire Minerals Corp., a Delaware corporation (the “ Company ”), and ____________ (the “ Participant ”).

Preliminary Statement

The Board of Directors of the Company (the “ Board ”) or a committee appointed by the Board (the “ Committee ”) to administer the Empire Minerals Corp. 2007 Stock Incentive Plan (the “ Plan ”), has authorized this grant of a non-qualified stock option (the “ Option ”) on ____________ (the “ Grant Date ”) to purchase the number of shares of the Company’s common stock, par value $.00001 per share (the “ Common Stock ”) set forth below to the Participant, as a Eligible Employee of the Company or an Affiliate (collectively, the Company and all Subsidiaries and Parents of the Company shall be referred to as the “ Employer ”).

Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. For the convenience of the Participant, capitalized terms used but not defined herein and defined in the Plan have been set forth hereto in Exhibit A . A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant (i) acknowledges having received and read a copy of the Plan and this Agreement, (ii) agrees to comply with the Plan, this Agreement and all applicable laws and regulations, (iii) acknowledges that the Company has not provided any tax advice to the Participant regarding the grant or future exercise of the Option or the subsequent sale or transfer of shares of Common Stock issuable hereunder, and (iv) understands that the Participant should consult with the Participant’s personal financial, accounting and tax advisors regarding the same to the extent the Participant deems necessary.

Accordingly, the parties hereto agree as follows:

1.

  Tax Matters . No part of the Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code.

2.

  Grant of Option . Subject in all respects to the Plan and the terms and conditions set forth herein and therein, the Participant is hereby granted an Option to purchase from the Company _________ shares of Common Stock, at a price per share of $0.50, which is the Fair Market Value of a share of Common Stock on the Grant Date (the “ Option Price ”).

3.

  Vesting and Exercise .

(a) General . Subject to the provisions of Sections 3(b), 3(c) and 4 hereof, the Option shall vest and become exercisable as follows, provided that the Participant has not incurred a Termination prior to each such vesting date:

The Options shall vest proportionately in the periods prior to each vesting date. To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 6.3(c) and 6.3(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Option Price multiplied by the number of shares of Common Stock underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable.

(b) Committee Discretion to Accelerate Vesting . Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time.

(c)  (i)   At  the election of the Optionee, all or any part of the Options that have vested and have not been earlier terminated may be exercised in lieu of making the cash payment to the Company of the aggregate Option Exercise Price by electing instead to receive upon such exercise the “ Net Number ” of shares of Common Stock determined according to the following formula (“Cashless Exercise”):

Net Number = (A x (B - C))/B

(ii)

For purposes of the foregoing formula:

A= the total number shares with respect to which the Option is then being exercised.

B= the lesser of: the last reported sale price (as reported by Bloomberg) of the Common Stock on the trading day immediately preceding the date of the date of receipt by the Company of the notice of exercise or the last sale price of the Common Stock in the Company’s last capital financing.  Such financing must have been completed no more than ninety (90) days prior to the exercise date.

C= the Option Exercise Price then in effect at the time of such exercise.

4.

Option Term . The term of the Option shall be five (5) years from the Grant Date, subject to earlier termination in the event of the Participant’s Termination as specified in Section 5 hereof; provided , however , that the Option shall terminate and be of no further force or effect on the second anniversary of the Grant Date if the Registration Date does not occur prior to the second anniversary of the Grant Date.

5.

Termination .

Notwithstanding any provision to the contrary in the Plan.  Any portion of the Option that is not vested as of the date of the Participant’s Termination for any reason shall vest as of the date of such Termination.

6.

  Restriction on Transfer of Option . No part of the Option shall be Transferred other than by will or by the laws of descent and distribution and during the lifetime of the Participant, may be exercised only by the Participant or the Participant’s guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (except as provided by law or herein), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to Transfer the Option or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, such transfer shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent.

7.

Rights as a Stockholder . The Participant shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

8.

Provisions of Plan Control . This Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any exercise notice or other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.

9.

Notices . Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chief Financial Officer of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

10.

No Obligation to Continue Service . This Agreement is not an agreement of service. This Agreement does not guarantee the Participant’s position as a Non-Employee Director of the Employer for any specific time period, nor does it modify in any respect the Employer’s right to terminate or modify the Participant’s service or compensation at any time.

11.

Section 409A Compliance . To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement (in a manner determined by the Board or Committee in its sole discretion) solely to comply with Section 409A of the Code and the regulations promulgated thereunder, subject to the terms and conditions of the Plan.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

EXHIBIT A

The following terms used but not defined in the Agreement and defined in the Plan have been provided below for the convenience of the Participant but are qualified in their entirety by the full text of such terms in the Plan.

A.

“ Acquisition Event ” means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

B.

“ Affiliate ” means each of the following:  (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whet