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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."
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
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
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
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Biotechnology
E-commerce
Software
Consulting
Telecommunications
Media
Retail
Real Estate
Energy
Start-ups
Legal
Finance
Human Resources
Tax
Compliance
Corporate Governance
Executive Management
Compensation & Benefits
Accounting
Corporate Secretary Office
CEO
CFO
General Counsel
HR Director
Compensation Manager
Stock Plan Administrator
Corporate Secretary
Finance Director
Tax Manager
Compliance Officer
Board Member
Executive Director
Vice President
Senior Manager
Department Head
Employee Stock Option Plan (ESOP) Administrator
Legal Counsel
Financial Controller
HR Business Partner
Equity Compensation Specialist
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