Exhibit 10.1
STOCK OPTION
AGREEMENT
LA CORTEZ ENERGY,
INC.
THIS AGREEMENT
is entered into as of the ____ day of ____, 200_ (the “Date
of Grant”)
LA
CORTEZ ENERGY, INC. , a company incorporated pursuant to the laws of
the State of Nevada,
____________, of ______________________
WHEREAS:
A.
The Board of Directors of the
Company (the “Board”) has approved and adopted the La
Cortez Energy, Inc. 2008 Equity Incentive Plan (the “2008
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 2008 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 Optionee of options to purchase a total of
_____________________________________ (_______)
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,
______________________________________ (_______)
shares of Common Stock. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the 2008
Plan.
1.
Exercise Price.
The exercise price of the options
shall be US$_____ per share.
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 6(e)(iv) of the 2008
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 2008 Plan contrary to the provisions
thereof, or upon the sale, levy or attachment or similar process
upon the rights and privileges conferred by the 2008 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 Status as a Member
of the Board of Directors and Options. Vested Options shall terminate, to the extent
not previously exercised, upon the occurrence of the first of the
following events:
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(a)
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Expiration. Ten (10) years from the Date of
Grant.
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(b)
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Termination
for Cause. The date of
the first discovery by the Company of any reason for the
termination of an Optionee’s status as a member of the Board
of Directors of the Company or any related company for cause (as
determined in the sole discretion of the 2008 Plan administrator),
and, if an Optionee’s status as a member of the Board of
Directors is suspended pending any investigation by the Company as
to whether the Optionee’s status as a member of the Board of
Directors should be terminated for cause, the Optionee’s
rights under this Agreement and the 2008 Plan shall likewise be
suspended during the period of any such investigation.
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(c)
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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
status as a member of the Board of Directors by reason of
Disability (within the meaning of Section 22(e) of the Code). If an
Optionee’s status as a member of the Board of Directors 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)
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Termination
for Any Other Reason. The
expiration of three (3) months from the date of an Optionee’s
termination of status as a member of the Board of Directors of the
Company or any affiliated company or subsidiary of the Company (a
“Related Corporation”) for any reason whatsoever other
than termination of service for cause, death or
Disability.
|
Each unvested
Option granted pursuant hereto shall terminate immediately upon
termination of the Optionee’s status as a member of the Board
of Directors of the Company for any reason whatsoever, including
Disability unless vesting is accelerated in accordance with Section
11(e) of the 2008 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(b) of the 2008
Plan.
8.
Exercise of Option.
Opt
