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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
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Employee Stock Option Agreement
A legal agreement under English and Welsh law granting employees the right to purchase company shares under specified terms and conditions.
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