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Stock Option Award Agreement
"I need a Stock Option Award Agreement for our Series B startup to grant options to our new CTO, with a 4-year vesting schedule and a one-year cliff, starting from March 1, 2025, with specific provisions for acceleration upon company sale."
1. Parties: Identification of the company granting the options and the option holder receiving them
2. Background: Context of the option grant, reference to any share option plan, and company's authority to grant options
3. Definitions: Key terms used throughout the agreement including 'Option', 'Exercise Price', 'Shares', 'Vesting Date', etc.
4. Grant of Option: Specific details of the options granted, including number of shares, exercise price, and grant date
5. Vesting Provisions: Schedule and conditions for option vesting, including any performance conditions or time-based vesting
6. Exercise of Options: Procedures and conditions for exercising options, including payment methods and notice requirements
7. Termination Provisions: Treatment of options upon various termination scenarios (resignation, dismissal, death, disability)
8. Transferability: Restrictions on transfer or assignment of options
9. Tax Obligations: Responsibilities for tax liabilities and withholding requirements
10. General Provisions: Standard contractual terms including notices, governing law, and entire agreement provisions
1. Change of Control Provisions: Treatment of options in case of company sale, merger, or other corporate transactions
2. Tax Indemnity: Specific employee obligations regarding tax liabilities and indemnification of the company
3. Malus and Clawback: Provisions for recouping or canceling options in cases of misconduct or financial restatement
4. Data Protection: Provisions relating to the processing of personal data in connection with the option scheme
5. Restrictive Covenants: Non-compete and confidentiality provisions specific to the option grant
1. Option Certificate: Formal documentation detailing the specific terms of the option grant
2. Exercise Notice: Template form for the option holder to use when exercising options
3. Vesting Schedule: Detailed breakdown of vesting dates, percentages, and any applicable conditions
4. Share Option Plan Rules: Full set of rules governing the share option plan under which the option is granted
5. Tax Summary: Overview of tax implications and treatment of options under UK tax law
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