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Employee Share Option Agreement
"I need an Employee Share Option Agreement for our Series A startup to grant options to our new CTO, with a four-year vesting schedule and a one-year cliff, starting from March 2025."
1. Parties: Identifies the company granting options and the employee receiving them
2. Background: Context of the agreement and reference to any share option scheme
3. Definitions: Key terms including Option Price, Exercise Period, Shares, and Vesting Schedule
4. Grant of Option: Terms of the option grant including number of shares and exercise price
5. Exercise of Option: Conditions and process for exercising options
6. Vesting Provisions: Timeline and conditions for option vesting
7. Lapse of Options: Circumstances under which options will lapse
8. Tax Obligations: Tax liabilities and responsibilities
9. Transferability: Restrictions on transfer of options
1. Change of Control Provisions: Rights and obligations upon company sale or merger - recommended for companies considering future sale or IPO
2. Market Stand-off Agreement: Restrictions on sale during IPO period - recommended for companies planning IPO
3. Clawback Provisions: Company's right to recover options in specific circumstances - recommended for senior executive agreements
4. Non-Competition Clauses: Restrictions post-employment - recommended for senior employees or when protecting company interests
1. Schedule 1: Option Certificate: Formal documentation of option grant details
2. Schedule 2: Exercise Notice: Template form for exercising options
3. Schedule 3: Articles of Association Extract: Relevant provisions affecting option shares
4. Schedule 4: Share Option Plan Rules: Full rules of the share option scheme
5. Appendix A: Vesting Schedule: Detailed timeline of vesting dates and conditions
6. Appendix B: Tax Treatment Summary: Overview of tax implications and requirements
Authors
Articles of Association
Board
Business Day
Cause
Change of Control
Company
Competition
Completion
Connected Person
Control
Date of Grant
Directors
Eligible Employee
Employee
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Good Leaver
Group
HMRC
Holding Company
IPO
ITEPA
Lapse Date
Market Value
Option
Option Certificate
Option Holder
Option Period
Option Shares
Ordinary Shares
Parent Company
Performance Conditions
Plan
Prohibited Person
Qualifying Exchange
Share Option Scheme
Shareholders' Agreement
Shares
Subsidiary
Tax Liability
Termination Date
Transfer
Vesting Date
Vesting Period
Vesting Schedule
Exercise of Option
Exercise Price
Vesting Conditions
Exercise Period
Lapse of Options
Transfer Restrictions
Taxation
Employment Conditions
Good Leaver/Bad Leaver
Change of Control
IPO Provisions
Company's Rights
Confidentiality
Market Stand-off
Share Rights
Restrictions on Exercise
Adjustments
Compliance with Laws
Data Protection
Notices
Assignment
Entire Agreement
Variation
Severability
Third Party Rights
Governing Law
Jurisdiction
Counterparts
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