Stock Option Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Stock Option Purchase Agreement is a crucial document used in Swiss corporate practice to formalize the granting of stock options to employees, executives, or other eligible individuals. It serves as the cornerstone document for equity-based compensation and incentive programs, commonly implemented by both private and public companies in Switzerland. The agreement must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations (OR/CO), and address specific Swiss tax and regulatory considerations. It typically includes comprehensive details about the option grant, exercise terms, vesting conditions, and restrictions on transfer, while also incorporating necessary provisions for Swiss securities law compliance and social security obligations. This document is particularly important in the context of employee retention, corporate governance, and long-term incentive planning under Swiss law.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Clauses
Relevant Industries

Technology

Financial Services

Pharmaceuticals

Manufacturing

Professional Services

Telecommunications

Healthcare

Consumer Goods

Energy

Media and Entertainment

Biotechnology

Software

Consulting

Real Estate

E-commerce

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation and Benefits

Payroll

Tax

Compliance

Corporate Secretariat

Relevant Roles

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

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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