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Non Qualified Stock Option Agreement Template for Malaysia

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Key Requirements PROMPT example:

Non Qualified Stock Option Agreement

"I need a Non Qualified Stock Option Agreement for our Malaysian technology startup, granting 50,000 options to our new CTO with a 4-year vesting period starting March 2025, including special provisions for accelerated vesting in case of an IPO."

Document background
The Non-Qualified Stock Option Agreement is a fundamental instrument in Malaysian corporate practice for implementing equity-based compensation strategies. It is typically used when a company wishes to provide employees or service providers with the right to purchase company shares at a predetermined price as part of their compensation package. The document needs to comply with the Malaysian Companies Act 2016, Capital Markets and Services Act 2007, and relevant securities regulations. It contains detailed provisions on grant terms, vesting conditions, exercise procedures, and tax implications. This agreement is particularly valuable for companies looking to attract and retain talent while aligning employee interests with company growth. Unlike qualified stock options, these non-qualified options offer more flexibility in terms of grant timing and recipient eligibility but may have different tax implications under Malaysian law.
Suggested Sections

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

2. Background: Context of the option grant and relationship between parties

3. Definitions: Key terms used throughout the agreement including Option, Exercise Price, Shares, etc.

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

5. Vesting Schedule: Timeline and conditions for when options become exercisable

6. Exercise of Option: Procedures and requirements for exercising the options

7. Term and Expiration: Duration of the option and circumstances of expiration

8. Restrictions on Transfer: Limitations on transferring or assigning the options

9. Termination of Employment: Impact of employment termination on option rights

10. Tax Obligations: Responsibilities for tax payments and withholding

11. Compliance with Laws: Requirements for compliance with Malaysian securities and other applicable laws

12. General Provisions: Standard contractual provisions including notices, amendments, and governing law

Optional Sections

1. Change in Control Provisions: Special terms applying in case of company merger, acquisition, or other control changes

2. Lock-up Period: Restrictions on selling shares after exercise, typically used for pre-IPO companies

3. Shareholder Rights: Details of rights as a shareholder after exercise, needed if different from standard share rights

4. International Provisions: Special terms for non-Malaysian residents, required if options granted internationally

5. Clawback Provisions: Terms for recouping options or proceeds in case of misconduct, typically for senior executives

6. Electronic Exercise Provisions: Procedures for electronic exercise of options if company offers this facility

Suggested Schedules

1. Schedule 1 - Option Certificate: Formal certificate detailing the specific grant including number of shares and exercise price

2. Schedule 2 - Notice of Exercise: Form to be completed when exercising options

3. Schedule 3 - Vesting Schedule: Detailed breakdown of vesting dates and conditions

4. Schedule 4 - Taxation Summary: Overview of tax implications and calculations

5. Appendix A - Company's Share Option Plan: Copy or summary of the overall share option plan under which the option is granted

6. Appendix B - Regulatory Compliance Checklist: List of regulatory requirements and confirmations for Malaysian law compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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