LA CORTEZ ENERGY, INC.
2008 Equity Incentive Plan
(As Amended and Restated November 7, 2008)
Section 1. Purpose
The purpose of the La Cortez Energy, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) is to attract and
retain employees, directors and consultants, to provide an incentive for them to assist La Cortez Energy, Inc. (the
“Corporation”) to achieve its long-range performance goals, and to enable them to participate in the long-term
growth of the Corporation.
Section 2. Definitions
“Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint
ventures) controlling, controlled by, or under common control with the Corporation.
“Award” means any Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock or
Performance Grant awarded under the 2008 Plan.
“Board” means the Board of Directors of the Corporation.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations
“Committee” means the Compensation Committee of the Board, or such other committee of not less than
two members of the Board appointed by the Board to administer the 2008 Plan, provided that the
members of such Committee must be “Non-Employee Directors” as defined in Rule 16b-3(b)
promulgated under the Exchange Act and “outside directors” within the meaning of Section 162(m) of the
“Common Stock” or “Stock” means the Common Stock, par value $0.001 per share, of the
“Consultant” means any person, including an advisor, engaged by the Corporation or a Parent,
Subsidiary or Affiliate to render services to such entity.
“Corporation” means La Cortez Energy, Inc..
“Designated Beneficiary” means the beneficiary designated by a Participant, in a manner determined by
the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant’s
death. In the absence