LORETO RESOURCES COPRORATION
2008 Equity Incentive Plan
Section 1. Purpose
The purpose of the Loreto Resources Corporation 2008 Equity Incentive Plan (the “2008 Plan”) is to
attract and retain employees, directors and consultants, to provide an incentive for them to assist Loreto
Resources Corporation (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.
“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 Loreto Resources Corporation.
“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 of an effective designation by a Participant, Designated Beneficiary sha