STOCK OPTION
AGREEMENT
LA CORTEZ ENERGY,
INC.
THIS AGREEMENT
is entered into as of the __th 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 Employment 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 employment or contractual
relationship with the Company or any related company for cause (as
determined in the sole discretion of the 2008 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 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
employment or contractual relationship by reason of Disability
(within the meaning of Section 22(e) of the Code). 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)
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Termination
for Any Other Reason. The
expiration of three (3) months from the date of an Optionee’s
termination of employment or contractual relationship with 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.
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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
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. Options shall be exercisable, in full or in part, at
any time after vesting, unti
