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Stock Option Exercise Agreement Template for Canada

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Key Requirements PROMPT example:

Stock Option Exercise Agreement

"I need a Stock Option Exercise Agreement for a software developer exercising 5,000 vested options at CAD $2.50 per share on March 15, 2025, with payment to be made by bank transfer and shares to be issued electronically."

Document background
The Stock Option Exercise Agreement is a crucial document used when an option holder decides to convert their stock options into actual company shares under Canadian jurisdiction. This agreement is typically implemented when an employee, consultant, or director chooses to exercise their vested stock options granted under the company's equity compensation plan. The document must comply with Canadian securities regulations, provincial corporate laws, and federal tax requirements, particularly the Income Tax Act provisions regarding employee stock options. It includes essential details such as the exercise price calculation, number of shares being acquired, payment terms, tax implications, and any applicable holding periods or trading restrictions. The agreement serves as both a legal record of the transaction and a compliance tool ensuring proper documentation for corporate, securities, and tax purposes.
Suggested Sections

1. Parties: Identification of the company issuing the shares and the option holder exercising the options

2. Background: Reference to the original stock option agreement, grant date, and number of options granted

3. Definitions: Key terms used in the agreement including Exercise Price, Option Shares, Plan, and Exercise Date

4. Exercise of Options: Declaration of option exercise, number of options being exercised, and exercise price calculation

5. Payment and Delivery: Details of payment method for the exercise price and mechanism for share delivery

6. Representations and Warranties: Option holder's confirmation of eligibility to exercise and compliance with applicable laws

7. Tax Obligations: Acknowledgment of tax implications and responsibilities for tax payments

8. Compliance with Securities Laws: Confirmation of compliance with applicable securities regulations and trading restrictions

9. General Provisions: Standard closing provisions including governing law, counterparts, and entire agreement clause

Optional Sections

1. Cashless Exercise Provisions: Used when the company allows option exercise through sale of sufficient shares to cover the exercise price

2. Lock-up Agreement: Include when there are post-exercise trading restrictions on the shares

3. Employment Status Confirmation: Required when exercise eligibility depends on continued employment status

4. Share Restrictions: Include for private companies or when shares are subject to transfer restrictions

5. Board Approval: Required when specific board approval is needed for the exercise

6. Spousal Consent: Include in jurisdictions requiring spousal approval for share transactions

Suggested Schedules

1. Exercise Notice: Formal notice of exercise including number of options and exercise price calculation

2. Payment Confirmation: Documentation of payment made for the exercise price

3. Tax Election Forms: Required tax forms including T2200 for Canadian tax purposes if applicable

4. Original Option Agreement: Copy of the original stock option agreement being exercised

5. Share Certificate Instructions: Details for issuance of share certificates or electronic registration

6. Calculation Schedule: Detailed calculations of exercise price, tax withholding, and net shares to be issued

Authors

Alex Denne

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

Relevant legal definitions

























Clauses






















Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Energy

Mining

Telecommunications

Biotechnology

Software Development

Consulting

Real Estate

Relevant Teams

Legal

Human Resources

Finance

Tax

Compensation

Corporate Governance

Executive Administration

Compliance

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

HR Director

Compensation Manager

Stock Plan Administrator

Legal Counsel

Finance Manager

Tax Manager

Equity Compensation Specialist

Corporate Governance Officer

Board Director

Executive Compensation Specialist

Compliance Officer

Industries






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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