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Stock Option Exercise Agreement Template for Germany

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Key Requirements PROMPT example:

Stock Option Exercise Agreement

"I need a Stock Option Exercise Agreement for our Series B startup under German law, where our senior developer is exercising 5,000 vested options scheduled for March 2025, with standard tax withholding and transfer restrictions for a pre-IPO company."

Document background
The Stock Option Exercise Agreement is a crucial document used when an option holder decides to exercise their stock options and purchase shares in a company. This agreement, governed by German law, serves as the formal documentation of the option exercise process and ensures compliance with German corporate, securities, and tax laws. It is typically used following the vesting of stock options granted under an equity incentive plan and details the specific terms of the exercise, including the number of options being exercised, the exercise price, payment methods, and resulting share issuance. The agreement is essential for maintaining proper corporate records, ensuring regulatory compliance, and establishing clear documentation for tax purposes. It's particularly important in the German context due to specific requirements under the Stock Corporation Act (Aktiengesetz) and German tax regulations regarding equity compensation.
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 grant, grant date, and any relevant corporate approvals

3. Definitions: Definitions of key terms including Exercise Price, Option Shares, Exercise Date, etc.

4. Exercise Notice: Confirmation of the option holder's election to exercise the specified number of options

5. Exercise Price and Payment: Details of the total exercise price, payment method, and payment deadline

6. Share Issuance: Terms regarding the issuance and delivery of shares upon exercise

7. Tax Obligations: Responsibilities for tax payments, withholding requirements, and tax documentation

8. Representations and Warranties: Standard representations from both parties regarding authority, compliance, and share status

9. Compliance with Laws: Confirmation of compliance with securities laws and corporate requirements

10. Notices: Process for delivering formal notices between parties

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

Optional Sections

1. Employee Acknowledgments: Required when option holder is an employee, addressing employment-related aspects

2. Lock-up Provisions: Include when shares are subject to transfer restrictions post-exercise

3. Company Policies: Reference to specific company policies affecting share ownership when applicable

4. Market Standoff Agreement: Include for pre-IPO companies or when required by investors

5. Spousal Consent: Required in cases where marital property laws may affect share ownership

6. Multiple Exercise Windows: Include when the option can be exercised in multiple tranches

7. Share Transfer Restrictions: Detail any restrictions on transfer of shares post-exercise

8. Board Approval: Include when specific board approval is required for the exercise

Suggested Schedules

1. Exercise Notice Form: Standard form for the option holder to complete when exercising options

2. Payment Instructions: Detailed banking and wire transfer instructions for payment of exercise price

3. Tax Calculation Worksheet: Worksheet showing calculation of tax withholding amounts

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

5. Share Certificate Specimen: Sample of the share certificate to be issued

6. Shareholders' Agreement: Current shareholders' agreement that will apply to the new shares

7. Investment Representation Letter: Standard representations regarding the investment nature of the share acquisition

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

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Corporate Secretary

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