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Employee Stock Option Agreement Template for United States

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Key Requirements PROMPT example:

Employee Stock Option Agreement

"I need an Employee Stock Option Agreement for our Series B startup to grant 50,000 ISOs to our new Chief Technology Officer, with a 4-year vesting schedule and 1-year cliff, starting March 1, 2025."

Document background
The Employee Stock Option Agreement serves as a crucial tool for companies to attract, retain, and motivate employees by offering them equity ownership opportunities. Commonly used in both public and private companies across the United States, this agreement defines the terms under which employees can purchase company stock at a predetermined price, typically subject to a vesting schedule. The document must comply with federal securities laws, IRC regulations (particularly regarding ISOs and NSOs), and state-specific corporate laws. It's particularly prevalent in high-growth companies and startups where equity compensation forms a significant part of the total compensation package.
Suggested Sections

1. Parties: Identification of the company and the employee receiving options

2. Background: Context of the option grant and reference to any equity incentive plan

3. Definitions: Key terms including Exercise Price, Grant Date, Vesting Schedule, Option Shares

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

5. Vesting Schedule: Details of when and how options become exercisable

6. Exercise Provisions: Mechanics of exercising options and payment methods

7. Term and Termination: Duration of options and circumstances causing termination

Optional Sections

1. Change in Control Provisions: Special terms applying in case of company sale/merger - recommended for companies considering potential exit events

2. Lock-up Agreement: Restrictions on sale of shares post-IPO - recommended for companies planning public offering

3. Right of First Refusal: Company's right to purchase shares before sale to third party - recommended for private companies

Suggested Schedules

1. Notice of Exercise: Form for employee to use when exercising options

2. Tax Election Form: Section 83(b) election form if applicable

3. Equity Incentive Plan: Copy or summary of the underlying plan governing the options

4. Stockholder Agreements: Any applicable shareholder agreements that option holders must join

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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Industries

Federal Securities Laws: Key federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC Rule 701 for private companies, and various registration requirements and exemptions

Tax Laws: Critical tax regulations including IRC Section 409A (deferred compensation), Section 422 (ISOs), Section 83 (NSOs), and Alternative Minimum Tax considerations

Employment Laws: Employment regulations including Fair Labor Standards Act (FLSA), state-specific employment laws, and Equal Employment Opportunity laws

Corporate Laws: Corporate governance frameworks including Delaware General Corporation Law (if applicable), state-specific corporate laws, and company's Articles of Incorporation and Bylaws

Securities Exchange Requirements: For public companies, compliance with relevant stock exchange rules (NYSE/NASDAQ)

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

State Securities Laws: Blue Sky Laws of relevant states governing securities offerings and transactions

Accounting Standards: Financial reporting requirements including ASC 718 (Share-based Payment) and FASB requirements for stock-based 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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