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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."
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
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
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
Board of Directors
Business Day
Cause
Change of Control
Common Shares
Company
Confidential Information
Consultant
Director
Disability
Effective Date
Employee
Exercise Notice
Exercise Period
Exercise Price
Expiry Date
Fair Market Value
Good Leaver
Grant Date
Immediate Family Member
Inside Information
IPO
Issue Date
Market Price
Option
Option Certificate
Option Shares
Optionee
Person
Plan
Regulatory Authorities
Securities Acts
Securities Laws
Service Provider
Share Capital
Shareholder
Stock Exchange
Stock Option Plan
Subsidiary
Tax Act
Term
Transfer
Vested Options
Vesting Date
Vesting Period
Vesting Schedule
Vesting
Exercise
Term and Expiry
Transfer Restrictions
Termination
Change of Control
Adjustments
Tax Compliance
Securities Law Compliance
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Notice
Assignment
Amendment
Severability
Governing Law
Entire Agreement
Further Assurances
Share Capital Adjustments
Regulatory Compliance
Shareholder Rights
Data Privacy
Electronic Communications
Dispute Resolution
Force Majeure
Currency
Time of Essence
Technology and Software
Financial Services
Professional Services
Manufacturing
Biotechnology and Life Sciences
Clean Technology
Media and Entertainment
Retail and Consumer Goods
Healthcare
Mining and Natural Resources
Telecommunications
Start-ups and Emerging Companies
Legal
Human Resources
Finance
Executive Leadership
Corporate Governance
Compensation
Stock Administration
Employee Benefits
Payroll
Compliance
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Corporate Secretary
General Counsel
Compensation Manager
Stock Plan Administrator
Employee Benefits Manager
Senior Executive
Board Member
Director of Finance
VP of Human Resources
Equity Compensation Specialist
Corporate Lawyer
Financial Controller
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