Employee Stock Options Agreement Template for United States

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Key Requirements PROMPT example:

Employee Stock Options Agreement

"I need an Employee Stock Options Agreement for our Series A startup that grants our new CTO 50,000 shares with a 4-year vesting schedule and 1-year cliff, including acceleration provisions in case of acquisition."

Document background
Employee Stock Options Agreements are fundamental instruments in corporate compensation strategies, particularly in the United States. These agreements serve as the primary vehicle for granting equity-based compensation to employees, offering them the opportunity to share in the company's growth. The agreement must comply with various U.S. regulations, including SEC rules, federal tax laws (particularly IRC Sections 409A and 422), and state securities laws. Companies typically implement these agreements as part of their talent acquisition and retention strategy, especially in competitive industries where equity compensation is expected.
Suggested Sections

1. Parties: Identifies the company issuing options and the employee receiving them

2. Background: Explains the context of the option grant and references relevant authorizing corporate actions

3. Definitions: Defines key terms including Exercise Price, Option Shares, Vesting Schedule, etc.

4. Grant of Option: Specifies the number of shares, type of options (ISO/NSO), and exercise price

5. Vesting Schedule: Details the timeline and conditions for option vesting

6. Exercise Provisions: Procedures and conditions for exercising options

7. Termination Provisions: Treatment of options upon various types of employment termination

Optional Sections

1. Change of Control Provisions: Acceleration or special treatment of options in case of company sale/merger

2. Lock-up Agreement: Restrictions on sale of shares post-IPO

3. Right of First Refusal: Company's right to purchase shares before sale to third parties

Suggested Schedules

1. Notice of Exercise: Form for employee to complete when exercising options

2. Spousal Consent: Consent form for employee's spouse in community property states

3. Tax Election Forms: Including 83(b) election form if applicable

4. Stock Plan: Copy or summary of the company's equity incentive plan

5. Vesting Schedule Details: Detailed breakdown of vesting dates and quantities

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

Clauses
Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and providing exemptions for employee stock options, including disclosure requirements and anti-fraud provisions

Securities Exchange Act of 1934: Federal law governing secondary market trading, reporting requirements for public companies, and insider trading regulations

SEC Rule 701: Provides exemption from registration requirements for securities offered to employees through compensation plans

IRC Section 409A: Internal Revenue Code section governing deferred compensation, including requirements for stock option strike prices and exercise provisions

IRC Section 422: Governs Incentive Stock Options (ISOs), including qualification requirements, holding periods, and tax treatment

IRC Section 83: Regulates Non-qualified Stock Options (NSOs) taxation and timing of income recognition

Alternative Minimum Tax: Tax consideration affecting exercise of ISOs and potential tax liability calculations

Fair Labor Standards Act: Federal employment law affecting how stock options can be used as compensation and their interaction with minimum wage requirements

Delaware General Corporation Law: State corporate law framework commonly used for stock option plans and corporate governance requirements

ERISA: Employee Retirement Income Security Act considerations if stock options are part of employee benefit plans

Blue Sky Laws: State-specific securities laws requiring registration or exemption for offering stock options within particular states

Exchange Requirements: Rules set by stock exchanges (NYSE, NASDAQ) regarding equity compensation and disclosure requirements for listed companies

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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