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Option Grant Agreement Template for Germany

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Key Requirements PROMPT example:

Option Grant Agreement

"I need a German Option Grant Agreement for granting 10,000 stock options to our new Chief Technology Officer, with a four-year vesting period starting March 1, 2025, and including specific provisions for a potential IPO in the next two years."

Document background
The Option Grant Agreement is a crucial document used in German corporate practice to formalize the granting of stock options to employees, executives, or consultants as part of equity-based compensation arrangements. This agreement is particularly important in the German market where companies must navigate specific regulatory requirements under the Stock Corporation Act (Aktiengesetz) and other relevant legislation. The document typically follows any supervisory board or shareholder approvals required under German law and sets out comprehensive terms including vesting conditions, exercise procedures, and tax implications. It's commonly used by both established corporations and growth companies to attract, retain, and motivate key personnel by offering them the opportunity to participate in the company's future growth. The agreement must be carefully structured to comply with German corporate, securities, and tax laws, while also addressing specific requirements for different types of option recipients.
Suggested Sections

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

2. Background: Context of the option grant, including reference to any employee incentive scheme or relevant corporate approvals

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of Option: Details of the option grant including number of shares, type of shares, and exercise price

5. Vesting Schedule: Detailed timeline and conditions for option vesting

6. Exercise Period: Terms and conditions for when and how the options can be exercised

7. Exercise Procedure: Step-by-step process for exercising options, including payment methods and notice requirements

8. Taxation: Tax obligations and responsibilities of both parties

9. Transferability Restrictions: Limitations on transfer or assignment of options

10. Termination Provisions: Effects of employment/engagement termination on options

11. Corporate Events: Treatment of options in case of mergers, acquisitions, or other corporate events

12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

1. International Provisions: Required if option recipient is subject to foreign laws or tax regulations

2. Securities Law Compliance: Required for public companies or if securities law compliance is specifically needed

3. Bad Leaver Provisions: Optional section detailing consequences for termination due to misconduct

4. Works Council Approval: Required if works council approval is necessary under German law

5. Data Protection: Detailed GDPR compliance section, required if not covered in other company agreements

6. Non-Competition: Optional restrictions during the option holding period, subject to German law limitations

7. Currency Provisions: Required if exercise price or payments may be in non-Euro currency

Suggested Schedules

1. Option Certificate: Formal certificate detailing the specific option grant terms

2. Exercise Notice: Template form for exercising options

3. Shareholders' Agreement Deed of Adherence: Form to be signed upon exercise if required by shareholders' agreement

4. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions

5. Tax Calculations Example: Illustrative examples of tax implications in common scenarios

6. Corporate Approvals: Copies of relevant board and shareholder resolutions

7. Share Plan Rules: If the option is granted under a wider share plan, the complete plan rules

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








































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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Biotechnology

E-commerce

Software Development

Consulting

Research and Development

Retail

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Company Secretariat

Compensation & Benefits

Corporate Governance

Tax

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Senior Software Engineer

Product Manager

Sales Director

Department Head

Senior Consultant

Research Scientist

Business Development Manager

Legal Counsel

HR Director

Marketing Manager

Key Account Manager

Technical Lead

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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