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Employee Stock Option Agreement
"I need an Employee Stock Option Agreement for our Series B startup that grants 10,000 options to our new CTO, with a 4-year vesting period starting March 2025 and a one-year cliff period."
1. Parties: Identification of 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, Exercise Price, Shares, Vesting Period, etc.
4. Grant of Option: Terms of the option grant including number of shares and exercise price
5. Vesting Schedule: Timing and conditions for option vesting
6. Exercise of Options: Procedures and conditions for exercising options
7. Taxation: Tax obligations and responsibilities of both parties
8. Termination Provisions: Impact of employment termination on options
1. Change of Control Provisions: Terms applying in case of company sale or merger - recommended for companies considering exit possibilities
2. Market Stand-off Agreement: Restrictions on sale during public offering - recommended for companies planning IPO
3. Clawback Provisions: Company's right to recover options/shares - recommended for senior executives or regulated industries
4. International Tax Provisions: Special terms for international employees - recommended for multinational companies
1. Option Certificate: Formal document evidencing the grant of options
2. Notice of Exercise: Template form for exercising options
3. Share Option Plan Rules: Full rules of the share option scheme
4. Articles of Association Extract: Relevant provisions affecting option shares
5. Tax Election Forms: Required tax forms (e.g., Section 431 Election)
6. Shareholders' Agreement Extract: Relevant provisions affecting optionholders
Authors
Board
Company
Change of Control
Date of Grant
Exercise Notice
Exercise Period
Exercise Price
Good Leaver
Bad Leaver
Group
Market Value
Option
Option Certificate
Option Holder
Option Shares
Parent Company
Plan
Share Option Scheme
Shareholders' Agreement
Shares
Subsidiary
Tax Liability
Termination Date
Vesting Conditions
Vesting Date
Vesting Period
Vested Options
Unvested Options
Working Day
Exercise Rights
Vesting Conditions
Exercise Price
Exercise Period
Method of Exercise
Payment Terms
Tax Obligations
Employment Conditions
Termination Provisions
Transferability Restrictions
Change of Control
Adjustments
Corporate Events
Confidentiality
Non-Competition
Data Protection
Notices
Governing Law
Jurisdiction
Assignment
Amendment
Entire Agreement
Severability
Share Rights
Shareholder Rights
Lapse of Options
Clawback
Compliance with Laws
Company's Right of Refusal
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