PACIFIC COPPER CORP.
2006 Stock Option Plan
Adopted: August 8, 2006
Approved By Stockholders: August 8, 2006
Termination Date: August 7, 2016 [10 years after date of adoption]
(a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors
and Consultants of the Company and its Affiliates.
(b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stock
Awards may be given an opportunity to benefit from increases in value of the Common Stock through the
granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock
bonuses, and (iv) rights to acquire restricted stock.
(c) General Purpose. The Company, by means of the Plan, seeks to retain the services of the group of persons
eligible to receive Stock Awards, to secure and retain the services of new members of this group and to provide
incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.
(a) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a committee of one or more members of the Board appointed by the Board in
accordance with Section 3(c).
(e) "Common Stock" means the common stock of the Company.
(f) "Company" means PACIFIC COPPER CORP., a Delaware corporation.
(g) "Consultant" means any person, including an advisor, (i) engaged by the Company or an Affiliate to render
consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of
Directors of an Affiliate. However, the term "Consultant" shall not include either Dire