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Stock Option Purchase Agreement
"I need a Stock Option Purchase Agreement under Swiss law for granting 10,000 stock options to our new Chief Technology Officer, with a 4-year vesting schedule starting March 1, 2025, and including special acceleration provisions in case of a company sale."
1. Parties: Identification of the company granting the options and the option recipient
2. Background: Context of the option grant, reference to any employee status or other relevant circumstances
3. Definitions: Key terms used throughout the agreement, including Option, Exercise Price, Shares, Vesting Date, etc.
4. Grant of Option: Specific details of the option grant, including number of shares, type of shares, and exercise price
5. Exercise Period: Timeframe during which the option can be exercised and conditions for exercise
6. Exercise Procedure: Step-by-step process for exercising the options, including payment methods and notice requirements
7. Vesting Schedule: Timeline and conditions for when options become exercisable
8. Taxation: Tax obligations and responsibilities of both parties, including social security contributions
9. Transferability Restrictions: Limitations on the ability to transfer, sell, or encumber the options
10. Termination Provisions: Consequences of termination of employment or other relationship with the company
11. Representations and Warranties: Standard declarations by both parties regarding capacity, authority, and compliance
12. Confidentiality: Obligations regarding non-disclosure of confidential information
13. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes
1. Performance Conditions: Additional conditions tied to company or individual performance metrics that affect vesting or exercisability
2. Change of Control Provisions: Special terms applicable in case of company merger, acquisition, or other fundamental changes
3. Lock-up Period: For public companies, restrictions on selling shares after exercise during specified periods
4. Tag-Along Rights: For private companies, right to participate in sale of shares by majority shareholders
5. Drag-Along Rights: For private companies, obligation to participate in sale of shares when required by majority
6. Non-Competition: Restrictions on competing activities, typically included for senior executives
7. Shareholders' Agreement Adherence: Requirement to join existing shareholders' agreement upon exercise
8. International Compliance: Additional provisions for cross-border option grants
1. Option Certificate: Formal certificate detailing the specific option grant terms
2. Vesting Schedule Details: Detailed breakdown of vesting dates and quantities
3. Exercise Notice Form: Template form for exercising options
4. Calculation of Exercise Price: Method and factors used to determine the exercise price
5. Tax Implications Summary: Detailed overview of tax consequences in relevant jurisdictions
6. Company Articles of Association: Current articles showing authorized capital for option program
7. Stock Option Plan Rules: Complete rules of the stock option plan if part of larger program
Authors
Articles of Association
Board of Directors
Business Day
Cause
Change of Control
Company
Confidential Information
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Exit Event
Fair Market Value
Good Leaver
Grant Date
Grantee
IPO
Issue Price
Option
Option Certificate
Option Plan
Ordinary Shares
Parent Company
Performance Conditions
Plan Administrator
Purchase Price
Registered Shares
Registration Rights
Restricted Period
Share Capital
Shareholders' Agreement
Shares
Stock Exchange
Stock Option Plan Rules
Strike Price
Subscription Rights
Swiss GAAP
Tag-Along Rights
Tax
Termination Date
Transfer
Vested Options
Vesting Commencement Date
Vesting Date
Vesting Period
Vesting Schedule
Exercise Rights
Vesting Conditions
Exercise Price
Payment Terms
Transfer Restrictions
Termination Rights
Confidentiality
Non-Competition
Tax Obligations
Representations and Warranties
Share Rights
Option Certificate
Exercise Procedure
Amendment Rights
Governing Law
Jurisdiction
Notice Requirements
Assignment Rights
Severability
Force Majeure
Entire Agreement
Data Protection
Compliance with Laws
Change of Control
Tag-Along Rights
Drag-Along Rights
Information Rights
Registration Rights
Lock-up Provisions
Good/Bad Leaver Provisions
Performance Conditions
Shareholder Rights
Exit Provisions
Dispute Resolution
Waiver
Share Capital Adjustments
Option Plan Terms
Regulatory Compliance
Social Security Obligations
Technology
Financial Services
Pharmaceuticals
Manufacturing
Professional Services
Telecommunications
Healthcare
Consumer Goods
Energy
Media and Entertainment
Biotechnology
Software
Consulting
Real Estate
E-commerce
Legal
Human Resources
Finance
Executive Leadership
Corporate Governance
Compensation and Benefits
Payroll
Tax
Compliance
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Human Resources Director
Legal Counsel
Company Secretary
Compensation Manager
Senior Executive
Department Head
Regional Manager
General Manager
Board Member
Managing Director
Vice President
Senior Manager
Project Manager
Technical Lead
Senior Engineer
Key Employee
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