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Share Option Agreement
1. Parties: Identification of the company granting the options and the option holder
2. Background: Context of the option grant, including employment relationship and purpose of the scheme
3. Definitions: Key terms used throughout the agreement including 'Exercise Price', 'Option Shares', 'Vesting Period', etc.
4. Grant of Options: Details of the options being granted, including number of shares and type
5. Exercise Price: Specification of the price at which options can be exercised
6. Vesting Schedule: Timeline and conditions for when options become exercisable
7. Exercise Period: Timeframe and procedures for exercising the options
8. Taxation: Tax implications and responsibilities, including reference to Danish tax legislation
9. Transferability: Restrictions on transfer of options and shares
10. Termination of Employment: Standard consequences of employment termination on options
11. Corporate Events: Treatment of options in case of merger, sale, IPO, or other corporate events
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction
1. Good Leaver/Bad Leaver Provisions: Detailed provisions for different types of employment termination scenarios
2. Shareholders' Agreement Adherence: Required when option holders must adhere to an existing shareholders' agreement upon exercise
3. Non-Competition Clause: Restrictions on competition, if applicable to the option scheme
4. Malus and Clawback: Provisions for reclaiming or adjusting options in case of misconduct or financial restatement
5. Data Protection: GDPR compliance provisions for handling personal data
6. Board Approval Process: Specific procedures for board approval of option exercises
7. Currency Provisions: Required when exercise price is in a currency other than Danish Krone
1. Option Certificate: Formal certificate detailing the specific option grant
2. Exercise Notice: Template form for exercising options
3. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions
4. Shareholders' Agreement: Copy or summary of relevant shareholders' agreement provisions
5. Tax Calculation Examples: Illustrations of tax implications under different scenarios
6. Company's Articles of Association: Relevant excerpts from the company's articles
7. Valuation Methodology: Description of how the exercise price was determined
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