STOCK OPTION AGREEMENT LORETO RESOURCES CORPORATION THIS AGREEMENT is entered into as of the 21st day of July, 2008 (the “Date of Grant”)
Exhibit
10.2
LORETO
RESOURCES CORPORATION
THIS
AGREEMENT is entered into as of the 21st day of July, 2008
(the
“Date of Grant”)
BETWEEN:
LORETO
RESOURCES CORPORATION, a company incorporated pursuant to the laws of the State
of Nevada,
(the
“Company”)
AND:
XXXX
X.
XXXXX,
of
Xxxxxxx xx xx Xxxxxxx 000, Xxx. 0000, Xxxx 00 Xxxx
(the
“Optionee”)
WHEREAS:
A. The
Board
of Directors of the Company (the “Board”) has approved and adopted the Loreto
Resources Corporation. 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 One
Million Five Hundred Fifty Thousand (1,550,000) shares of Common Stock (the
“Options”), which Options are intended to be (select one):
| o |
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, One Million
Five
Hundred Fifty Thousand (1,550,000) shares of Common Stock. Capitalized terms
not
otherwise defined herein shall have the meanings ascribed thereto in the 2008
Plan.
Exercise
Price.
The
exercise price of the options shall be US$1.00
per
share.
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.
1
Vesting
Schedule.
The
Options shall vest in accordance with Exhibit A.
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.
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.
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:
Expiration.
Ten (10)
years from the Date of Grant.
Termination
for Cause.
The date
of the first discovery by the Company of any reason for the termination of
the
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 the 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.
Termination
Due to Death or Disability.
The
expiration of six (6) months from the date of the death of the Optionee or
cessation of the Optionee’s employment or contractual relationship by reason of
Disability (within the meaning of Section 22(e) of the Code). If the Optionee’s
employment or contractual relationship is terminated by death, any vested 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.
Termination
by the Optionee Without Good Reason.
The
expiration of one (1) month from the date of the Optionee’s termination of
employment or contractual relationship with the Company or any affiliated
company or subsidiary of the Company by the Optionee without “Good Reason” (as
that term is defined in the Optionee’s employment agreement dated as of July 21,
2008 (the “Employment Agreement”)).
2
Termination
for Certain Other Reasons.
The
expiration of six (6) months from the date of the Optionee’s termination of
employment or contractual relationship with the Company (A) in connection with
a
Change of Control (as defined in the Employment Agreement), (B) by the Company
without Cause within 12 months of July 21, 2008 or (C) by the Executive for
Good
Reason. In any of these cases, all unvested Options shall immediately vest
and
become exercisable effective the date of termination of employment.
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, except as otherwise
provided for in Section 6(e) above or unless vesting is accelerated in
accordance with Section 11(e) of the 2008 Plan.
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.
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(b) of the 2008 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:
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 2008 Plan administrator) equal to
the
aggregate purchase price to be paid by the Optionee upon such exercise;
or
by
complying with any other payment mechanism approved by the 2008 Plan
administrator at the time of exercise.
3
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 Sections 11(a) and 11(f) of the 2008
Plan.
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
11(f) of the 2008 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.
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.
Subject
to 2008 Plan.
The
terms of the Options are subject to the provisions of the 2008 Plan, as the
same
may from time to time be amended, and any inconsistencies between this Agreement
and the 2008 Plan, as the same may be from time to time amended, shall be
governed by the provisions of the 2008 Plan, a copy of which has been delivered
to the Optionee, and which is available for inspection at the principal offices
of the Company.
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.
4
No
Employment Relationship.
Whether
or not any Options are to be granted under this 2008 Plan shall be exclusively
within the discretion of the 2008 Plan administrator, and nothing contained
in
this 2008 Plan shall be construed as giving any person any right to participate
under this 2008 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.
Entire
Agreement.
This
Agreement is the only agreement between the Optionee and the Company with
respect to the Options, and this Agreement and the 2008 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.
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:
Loreto
Resources Corporation
0000
0xx
Xxxxxx,
Xxxxx 0
Xxxxxxxx,
XX 00000
Attention:
President
With
a
copy to:
Gottbetter
& Partners, LLP
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Attention:
Xxxx X. Xxxxxxxxxx
The
Optionee:
Xxxx
X.
Xxxxx
Malecon
de la Reserva 777, Apt 1702
Xxxx
00,
Xxxx
Fax:
(___) ___-____
LORETO
RESOURCES CORPORATION
| Per: | /s/ Xxxxxx X. Xxxxx | |
| Authorized Signatory | ||
| /s/Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx | ||
5
EXHIBIT
A
TERMS
OF THE OPTION
|
Name
of the Optionee:
|
Xxxx
X. Xxxxx
|
|
Date
of Grant:
|
July
21, 2008
|
|
Designation:
|
Non-Incentive
Stock Options
|
|
1. Number
of Options granted:
|
1,550,000
stock options
|
|
2. Purchase
Price:
|
$1.00
per share
|
|
3. Vesting
Dates:
|
516,667
shares on July 21, 2009
516,667
shares on July 21, 2010
516,666
shares on July 21, 2011
|
|
4. Expiration
Date:
|
July
20, 2018
|
6
EXHIBIT
B
To:
Loreto
Resources Corporation
Attention:
President
Notice
of Election to Exercise
This
Notice of Election to Exercise shall constitute proper notice under the Loreto
Resources Corporation’s (the “Company”) 2008 Equity Incentive Plan (the “2008
Plan”) pursuant to Section 8 of that certain Stock Option Agreement (the
“Agreement”) dated as of the 21st day of July, 2008, 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$1.00 per share, for aggregate
consideration of US$, on the terms and conditions set forth in the Agreement
and
the 2008 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) | ||
7
