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Option To Purchase Shares Agreement Template for United States

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Key Requirements PROMPT example:

Option To Purchase Shares Agreement

"I need an Option To Purchase Shares Agreement for a senior software engineer joining my tech startup in March 2025, granting them the option to purchase 10,000 shares with a 4-year vesting schedule and 1-year cliff."

Document background
The Option To Purchase Shares Agreement is a crucial document in U.S. corporate practice, particularly for companies seeking to attract and retain talent through equity incentives. This agreement is commonly used when companies want to offer employees, consultants, or directors the right to purchase shares at a fixed price, typically as part of compensation packages. It must comply with federal securities laws, state-specific regulations, and tax requirements, particularly IRC Sections 409A and 422. The agreement specifies critical terms including exercise price, vesting schedule, expiration dates, and conditions for exercise.
Suggested Sections

1. Parties: Identification of the company and option holder

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

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

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

5. Vesting Schedule: Timeline and conditions for option vesting

6. Exercise Procedures: Process and requirements for exercising options

7. Termination Provisions: Consequences of employment termination on options

Optional Sections

1. Change of Control Provisions: Used when specific provisions for company sale/merger are needed

2. Lock-up Agreement: Include for pre-IPO companies

3. Right of First Refusal: Include for private companies

Suggested Schedules

1. Exercise Notice: Form for exercising options

2. Vesting Schedule: Detailed breakdown of vesting timeline

3. Stockholder Agreements: Referenced agreements affecting option shares

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

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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Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and establishing anti-fraud provisions for securities transactions

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight of securities markets

SEC Rule 701: Exemption for private companies offering equity compensation to employees, consultants, and advisors

IRC Section 409A: Internal Revenue Code section governing deferred compensation, including stock options, with strict requirements for option strike price

IRC Section 422: Provisions governing Incentive Stock Options (ISOs) including eligibility, exercise price, and holding period requirements

IRC Section 83: Tax provisions relating to property transferred in connection with performance of services

Blue Sky Laws: State-specific securities laws governing registration and disclosure requirements for securities offerings within each state

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

ERISA: Employee Retirement Income Security Act requirements if stock options are part of an employee benefit plan

FASB ASC 718: Accounting standards for stock-based compensation, including measurement and recognition requirements

Dodd-Frank Act: Financial reform legislation affecting public companies, including executive compensation and corporate governance requirements

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

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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