Option Grant Agreement Template for Canada

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Key Requirements PROMPT example:

Option Grant Agreement

"I need an Option Grant Agreement for a senior software developer joining my Canadian tech startup, with a 4-year vesting schedule starting March 1, 2025, and including special provisions for a potential IPO within the next two years."

Document background
An Option Grant Agreement is a fundamental document in Canadian corporate practice, used when a company wishes to grant stock options to employees, consultants, or directors as part of their compensation package. This agreement is particularly important in the Canadian context where stock option plans must comply with both federal and provincial securities regulations, as well as tax laws governing the treatment of stock options. The document sets out the complete terms of the option grant, including crucial details about vesting schedules, exercise procedures, and various termination scenarios. It's commonly used by both private and public companies in Canada as part of their equity compensation strategies, though the specific requirements and provisions may vary depending on the company's status and the provincial jurisdiction.
Suggested Sections

1. Parties: Identification of the company granting the options and the optionee receiving them

2. Background: Context of the option grant, including relationship between parties and authority for grant

3. Definitions: Key terms used throughout the agreement, including Option, Exercise Price, Expiry Date, etc.

4. Grant of Option: Details of the option grant including number of shares, exercise price, and grant date

5. Vesting Schedule: Timeline and conditions for when options become exercisable

6. Exercise of Options: Process and requirements for exercising options, including payment methods

7. Term and Expiration: Duration of the option grant and circumstances of expiration

8. Termination Provisions: Treatment of options upon various termination scenarios

9. Restrictions on Transfer: Limitations on transferability of options and resulting shares

10. Compliance with Laws: Requirements for compliance with securities laws and other regulations

11. Tax Matters: Tax implications and responsibilities of the parties

12. General Provisions: Standard legal provisions including notices, amendments, governing law

Optional Sections

1. Change of Control Provisions: Special terms applying in case of company sale or merger - include for companies considering exit scenarios

2. Shareholders' Agreement Compliance: Reference to and compliance with existing shareholders' agreement - include if company has one

3. Lock-up Period: Restrictions on share sales post-exercise - include for pre-IPO companies

4. Drag-Along Rights: Obligation to sell shares in case of company sale - include for private companies

5. International Tax Provisions: Special provisions for non-Canadian residents - include for international optionees

6. Stock Split Provisions: Adjustments in case of stock splits or similar events - include for public companies

Suggested Schedules

1. Schedule A - Notice of Exercise: Form to be completed when exercising options

2. Schedule B - Vesting Schedule: Detailed breakdown of vesting dates and conditions

3. Schedule C - Accredited Investor Certificate: Required certification for compliance with securities laws

4. Schedule D - Option Certificate: Formal certificate documenting the option grant

5. Schedule E - Consent of Spouse: Spouse's acknowledgment of option terms (if required by jurisdiction)

6. Appendix 1 - Tax Election Forms: Required tax forms including Section 85(1) election forms if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
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Technology and Software

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Relevant Teams

Legal

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Chief Executive Officer

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Human Resources Director

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VP of Human Resources

Equity Compensation Specialist

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Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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