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Stock Option Agreement Private Company
1. Parties: Identification of the company granting options and the option recipient
2. Background: Context of the option grant, relationship between parties, and purpose of the agreement
3. Definitions: Key terms including Exercise Price, Option Shares, Vesting Schedule, Exercise Period, etc.
4. Grant of Options: Details of options granted, including number of shares, class of shares, and exercise price
5. Vesting Schedule: Timeline and conditions for options to become exercisable
6. Exercise of Options: Procedures and requirements for exercising options, including payment methods and notice requirements
7. Termination Provisions: Treatment of options upon various termination scenarios as required by Danish law
8. Transfer Restrictions: Limitations on transfer of options and resulting shares
9. Tax Provisions: Tax obligations and responsibilities of both parties under Danish law
10. Company's Rights and Obligations: Company's commitments regarding share issuance and maintaining option scheme
11. Governing Law and Jurisdiction: Specification of Danish law application and dispute resolution procedures
1. Drag-Along Rights: Include when company wants to ensure optionholders can be required to sell shares in case of company sale
2. Tag-Along Rights: Include when optionholders should have right to participate in sale of company shares
3. Lock-up Provisions: Include when company wants to restrict sale of shares for certain period after exercise
4. Bad Leaver Provisions: Include when company wants specific consequences for termination due to breach or misconduct
5. Shareholders' Agreement Adherence: Include when exercised options require joining existing shareholders' agreement
6. Competition and Confidentiality: Include when additional non-compete or confidentiality provisions are needed
7. Corporate Events Adjustments: Include specific provisions for adjustments in case of mergers, splits, or capital changes
1. Option Certificate: Formal certificate detailing the specific option grant terms
2. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions
3. Exercise Notice Template: Standard form for exercising options
4. Worked Examples: Calculations showing how various scenarios affect option terms
5. Tax Treatment Summary: Overview of tax implications under different exercise scenarios
6. Shareholders' Agreement Summary: Key terms from shareholders' agreement that will apply post-exercise
7. Company Articles Excerpt: Relevant sections of company articles affecting option shares
Authors
Articles of Association
Bad Leaver
Board of Directors
Business Day
Change of Control
Company
Confidential Information
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
Good Leaver
Grant Date
Initial Public Offering
Option
Option Certificate
Option Holder
Option Shares
Parent Company
Parties
Share Capital
Shareholders' Agreement
Shares
Subsidiary
Tax
Termination Date
Transfer
Vested Options
Vesting Date
Vesting Period
Vesting Schedule
Working Day
Vesting
Exercise Rights
Exercise Price
Share Issuance
Termination
Transfer Restrictions
Tax Obligations
Confidentiality
Non-Competition
Drag-Along Rights
Tag-Along Rights
Corporate Events
Representations and Warranties
Share Capital Changes
Shareholders' Rights
Notices
Amendment
Assignment
Governing Law
Dispute Resolution
Data Protection
Entire Agreement
Severability
Good/Bad Leaver Provisions
Lock-up
Information Rights
Company Books and Records
Share Certificates
Costs and Expenses
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