Option Grant Agreement Template for United States

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Key Requirements PROMPT example:

Option Grant Agreement

"I need an Option Grant Agreement for a Series B startup to grant 50,000 ISOs to our new CTO, with a 4-year vesting schedule and 1-year cliff starting March 1, 2025, including acceleration provisions for acquisition scenarios."

Document background
The Option Grant Agreement serves as a critical tool in U.S. corporate compensation strategies, particularly for companies seeking to attract and retain talent while conserving cash. This document establishes the legal framework for granting stock options, detailing crucial elements such as grant size, exercise price, vesting schedule, and exercise terms. It must conform to various regulatory requirements, including SEC regulations, IRS rules (especially 409A compliance), and state corporate laws. The agreement typically forms part of a broader equity incentive plan and requires careful drafting to ensure enforceability and tax efficiency.
Suggested Sections

1. Parties: Identification of the company granting options and the option recipient

2. Background: Context of the option grant and reference to the equity incentive plan

3. Definitions: Key terms including Option, Exercise Price, Grant Date, Expiration Date

4. Grant of Option: Specific terms of the option grant including number of shares and exercise price

5. Vesting Schedule: Details of when and how the options become exercisable

6. Exercise Provisions: Procedures and requirements for exercising the options

7. Termination Provisions: What happens to options upon various termination scenarios

Optional Sections

1. Change in Control Provisions: Treatment of options in merger or acquisition scenarios

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

3. International Provisions: Special terms for non-US optionees

Suggested Schedules

1. Notice of Exercise: Form to be completed when exercising options

2. Copy of Equity Incentive Plan: Full plan under which options are granted

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

4. Spousal Consent: If required by state law or company policy

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

Industries

Securities Act of 1933: Primary federal law governing the initial offering and sale of securities, requiring registration unless an exemption applies.

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing the SEC, including ongoing reporting requirements.

State Blue Sky Laws: State-specific securities laws that must be complied with in addition to federal securities regulations.

SEC Rule 701: Provides exemption from registration for private companies offering securities under compensatory arrangements.

IRC Section 409A: Internal Revenue Code section governing deferred compensation, including requirements for option strike price and valuation.

IRC Section 422: Regulations specific to Incentive Stock Options (ISOs), including holding periods and eligibility requirements.

IRC Section 83: Governs taxation of Non-qualified Stock Options (NSOs) and property transferred in connection with services.

Alternative Minimum Tax: Tax consideration particularly relevant for ISO exercises, potentially triggering AMT liability.

Fair Labor Standards Act: Federal law establishing wage, hour, and other employment standards that may affect option grants.

Delaware General Corporation Law: Primary corporate law framework for Delaware corporations, including provisions affecting stock issuance and option grants.

Equity Incentive Plan: Company's formal plan document governing the issuance of equity awards, including options.

NYSE/NASDAQ Requirements: Stock exchange listing requirements for public companies, including shareholder approval and disclosure obligations.

Sarbanes-Oxley Act: Corporate governance requirements for public companies, including internal controls over equity compensation.

Dodd-Frank Act: Additional regulatory requirements for public companies, including executive compensation disclosure.

ERISA: Federal law governing employee benefit plans, which may apply if stock options are part of a broader benefits package.

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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