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Stock Option Purchase Agreement Template for Canada

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Key Requirements PROMPT example:

Stock Option Purchase Agreement

"I need a Stock Option Purchase Agreement for our Canadian technology startup to grant options to our new CTO, with a 4-year vesting schedule starting March 1, 2025, and special provisions for acceleration upon company sale."

Document background
The Stock Option Purchase Agreement serves as a fundamental document in Canadian corporate equity compensation arrangements, used when companies wish to grant employees, consultants, or directors the right to purchase company shares at a predetermined price. This agreement is particularly crucial for companies looking to attract and retain talent while managing cash flow, especially in growth sectors like technology and professional services. The document must comply with Canadian securities laws, including provincial regulations, federal tax laws, and corporate statutes. It typically follows the granting of options by the board of directors and precedes any actual exercise of options, forming part of the company's equity compensation program. The agreement includes essential details about the option grant, exercise terms, vesting conditions, and restrictions on transfer, while also addressing tax implications and regulatory compliance requirements.
Suggested Sections

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

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

3. Definitions: Defined terms used throughout the agreement

4. Grant of Option: Details of the stock 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 grant and circumstances of expiration

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

9. Compliance with Laws: Requirements for compliance with securities laws and regulations

10. Tax Matters: Tax obligations and responsibilities of both parties

11. Representations and Warranties: Statements of fact and promises by both parties

12. Termination: Consequences of employment termination or other ending scenarios

13. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Change of Control Provisions: Special terms that apply in case of company sale or merger - include for companies considering future sale or IPO

2. Lock-up Agreement: Restrictions on selling shares after exercise - important for pre-IPO companies

3. Shareholder Rights: Special rights attached to shares obtained through option exercise - include if shares have special voting or other rights

4. International Tax Provisions: Special provisions for non-Canadian residents - include for international option holders

5. Employment Status: Clarification that options don't guarantee continued employment - include for employee option holders

6. Consultant Provisions: Special terms for non-employee option holders - include for consultant or advisor option grants

Suggested Schedules

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

2. Schedule B - Option Grant Details: Specific details of the option grant including number of shares, price, and vesting schedule

3. Schedule C - Shareholders' Agreement: Agreement that option holder must sign upon exercise of options

4. Appendix 1 - Tax Election Forms: Required tax forms including Section 85(1) election forms if applicable

5. Appendix 2 - Securities Law Representations: Required representations and warranties regarding securities law compliance

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

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

Biotechnology

Manufacturing

Software Development

E-commerce

Healthcare

Consulting

Start-ups

Scale-ups

Telecommunications

Clean Technology

Media and Entertainment

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Board of Directors

Corporate Governance

Compensation

Stock Administration

Payroll

Relevant Roles

CEO

CFO

General Counsel

HR Director

Compensation Manager

Corporate Secretary

Board Member

Senior Executive

Chief Technology Officer

VP of Human Resources

Financial Controller

Legal Counsel

HR Business Partner

Equity Compensation Specialist

Stock Plan Administrator

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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