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Option Grant Agreement

Option Grant Agreement Template for Switzerland

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Key Requirements PROMPT example:

Option Grant Agreement

"I need an Option Grant Agreement under Swiss law for our tech startup to grant options to three senior developers, with a 4-year vesting schedule starting March 2025 and special provisions for acceleration upon acquisition."

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Document background
The Option Grant Agreement serves as the primary legal instrument for companies in Switzerland to grant equity incentives to their employees, directors, and consultants. This document is typically used as part of a broader employee incentive strategy, particularly in growth-stage companies or established businesses seeking to align employee interests with company success. The agreement must comply with Swiss corporate law, securities regulations, and tax requirements, including specific provisions of the Swiss Code of Obligations and relevant financial market regulations. It includes detailed terms about option vesting, exercise procedures, transfer restrictions, and tax implications, while also addressing Swiss-specific requirements regarding data protection and social security contributions. Companies commonly implement these agreements during hiring, promotions, or as part of regular compensation reviews.
Suggested Sections

1. Parties: Identification of the company granting the options and the option recipient

2. Background: Context of the option grant, including reference to any employee incentive plan

3. Definitions: Key terms used throughout the agreement

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

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

6. Exercise of Options: Procedures and requirements for exercising options

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

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

9. Termination of Employment: Impact of employment termination on options

10. Tax Obligations: Tax implications and responsibilities of the option holder

11. Compliance with Laws: Regulatory compliance requirements and representations

12. Data Protection: Handling of personal data under Swiss data protection laws

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

15. General Provisions: Standard contractual provisions including amendments, severability, and entire agreement

Optional Sections

1. Change of Control: Provisions addressing the impact of company ownership changes, included when company anticipates potential M&A activity

2. Shareholder Rights: Details of rights attached to shares upon exercise, included when different share classes exist

3. Lock-up Period: Restrictions on selling shares after exercise, included for pre-IPO companies

4. Clawback Provisions: Company's right to recoup benefits in certain circumstances, included for senior executives

5. International Supplement: Additional provisions for non-Swiss residents, included for international recipients

6. Non-Competition and Non-Solicitation: Additional restrictive covenants, included for senior employees

7. Currency Provisions: Handling of multiple currencies, included for international schemes

Suggested Schedules

1. Schedule 1 - Option Certificate: Formal certificate detailing the specific option grant

2. Schedule 2 - Notice of Exercise: Form for exercising options

3. Schedule 3 - Vesting Schedule Details: Detailed breakdown of vesting dates and conditions

4. Schedule 4 - Tax Summary: Overview of tax implications in relevant jurisdictions

5. Schedule 5 - Shareholders' Agreement Deed of Adherence: Form for accepting existing shareholders' agreement upon exercise

6. Appendix A - Copy of Plan Rules: Full copy of the employee stock option plan rules

7. Appendix B - Privacy Notice: Detailed privacy information as required by Swiss data protection law

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

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alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Cause
Change of Control
Company
Confidential Information
Data Protection Laws
Date of Grant
Exercise Notice
Exercise Period
Exercise Price
Expiration Date
Fair Market Value
Good Leaver
Grant Date
Grantee
Option
Option Certificate
Option Shares
Parent Company
Plan
Plan Administrator
Registration Rights
Restricted Period
Share Capital
Shareholders' Agreement
Shares
Stock Exchange
Subsidiary
Swiss Code of Obligations
Tax
Tax Authority
Termination Date
Termination of Employment
Transfer
Unvested Options
Vested Options
Vesting Date
Vesting Period
Vesting Schedule
Relevant Industries

Technology

Financial Services

Biotechnology

Pharmaceutical

Manufacturing

Professional Services

Software

Healthcare

Retail

E-commerce

Telecommunications

Clean Energy

Consumer Goods

Media and Entertainment

Real Estate

Relevant Teams

Legal

Human Resources

Finance

Compensation & Benefits

Executive Leadership

Corporate Governance

Payroll

Compliance

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Senior Software Engineer

Product Manager

Sales Director

Human Resources Director

Legal Counsel

Financial Controller

Board Member

Department Head

Senior Consultant

Research Scientist

Business Development Manager

Operations Manager

Executive Assistant

Technical Lead

Project Manager

Industries
Swiss Code of Obligations (CO): Primary source of corporate and contract law in Switzerland, particularly Articles 620-763 governing stock corporations (AG/SA) and Articles 772-827 governing limited liability companies (GmbH/S��rl). Contains provisions relevant for share capital, transferability of shares, and corporate governance.
Swiss Financial Market Infrastructure Act (FMIA): Regulates financial market infrastructure and trading of securities, including requirements for option grants that might be considered securities.
Swiss Federal Act on Financial Services (FinSA): Contains provisions regarding the offering of financial instruments, including employee participation schemes and disclosure requirements.
Swiss Federal Income Tax Act: Governs taxation of employee stock options, including timing of taxation, valuation principles, and tax treatment of gains from options.
Social Security Law (AHVG): Relevant for determining social security contributions on benefits from employee stock options.
Federal Act on Data Protection (FADP): Governs the handling of personal data in the context of option agreements and employee records.
Swiss Labor Law: Contains provisions regarding employee compensation and benefits, including equity-based compensation.
Circular No. 37 of the Swiss Federal Tax Administration: Specific guidelines on the taxation of employee participations, including detailed rules for the tax treatment of employee stock options.
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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