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Option To Purchase Shares Agreement Template for Ireland

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Key Requirements PROMPT example:

Option To Purchase Shares Agreement

"I need an Option to Purchase Shares Agreement for our Irish tech startup to grant stock options to 25 employees, with a 4-year vesting period starting March 2025 and including good/bad leaver provisions."

Document background
The Option To Purchase Shares Agreement is a crucial document used in Irish corporate practice to grant individuals or entities the right to purchase shares in a company under specified conditions. This agreement is commonly utilized for employee incentivization, investment arrangements, or strategic business relationships. It must comply with Irish company law, particularly the Companies Act 2014, and relevant tax legislation. The document typically outlines the number of shares subject to the option, exercise price, exercise period, vesting conditions (if any), and circumstances under which the option may lapse. It's particularly important in startups and growing companies looking to attract and retain talent, or in investment scenarios where parties wish to secure future equity participation. The agreement should be carefully drafted to address tax implications, corporate governance requirements, and any specific conditions relevant to the company's circumstances.
Suggested Sections

1. Parties: Identification of the parties to the agreement - typically the company granting the option and the option holder

2. Background: Context of the option grant and relevant company information

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Grant of Option: Details of the option being granted, including number of shares and class of shares

5. Exercise Price: Specification of the price at which the option can be exercised

6. Exercise Period: Time period during which the option may be exercised

7. Method of Exercise: Procedure for exercising the option, including notice requirements and payment methods

8. Lapse of Option: Circumstances under which the option will lapse or terminate

9. Adjustments: Provisions for adjusting the option terms in case of corporate events or share capital reorganization

10. Transferability: Restrictions on transfer or assignment of the option rights

11. Tax Provisions: Obligations regarding tax liabilities and responsibilities

12. Notices: Process for giving formal notices under the agreement

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Employment Relationship: Required when options are granted to employees, defining the relationship between employment and option rights

2. Vesting Schedule: Include when options vest over time or based on specific conditions

3. Performance Conditions: Include when exercise rights are tied to specific performance targets or milestones

4. Change of Control Provisions: Special provisions for what happens to options in case of company sale or merger

5. Shareholder Rights: Include when defining specific rights of option holders prior to exercise

6. Non-Competition and Confidentiality: Include when additional restrictions on option holder are required

7. Good Leaver/Bad Leaver Provisions: Include when different treatment of options is desired based on circumstances of leaving

8. Tag-Along and Drag-Along Rights: Include for private companies where these rights may affect option holders

Suggested Schedules

1. Schedule 1 - Share Option Details: Detailed specification of the shares subject to the option, including class, rights, and nominal value

2. Schedule 2 - Option Exercise Notice: Form of notice to be used when exercising the option

3. Schedule 3 - Deed of Adherence: Form of deed to be signed by option holder upon exercise to become bound by shareholders' agreement

4. Schedule 4 - Vesting Schedule: Detailed timeline and conditions for option vesting, if applicable

5. Schedule 5 - Company's Articles of Association: Current articles of association referenced in the agreement

6. Schedule 6 - Shareholders' Agreement: Summary or copy of relevant provisions from shareholders' agreement affecting option holders

Authors

Alex Denne

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

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CEO

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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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