Unassociated Document


    Exhibit
      10.2

    


    STOCK
      OPTION AGREEMENT

    


    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:

    LUIS
      F.
      SAENZ,
      of
      Malecon de la Reserva 777, Apt. 1702, Lima 18 Peru

     

    (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

    1266
      1st
      Street,
      Suite 4

    Sarasota,
      FL 34236

    Attention:
      President

    With
      a
      copy to:

    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      NY 10022

    Attention:
      Adam S. Gottbetter

    The
      Optionee:

    Luis
      F.
      Saenz

    Malecon
      de la Reserva 777, Apt 1702

    Lima
      18,
      Peru

    Fax:
      (___) ___-____

     

    LORETO
      RESOURCES CORPORATION

     

    
      	Per: 	 	/s/
              Nadine C. Smith
	 	 	Authorized Signatory
	 	 	 
	 	 	 
	 	 	 
	/s/Luis
              F. Saenz 
	Luis F.
              Saenz


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    TERMS
      OF THE OPTION

     

     

    
      	
              Name
                of the Optionee:

            	
              Luis
                F. Saenz

            
	
              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