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Stock Option Purchase Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Stock Option Purchase Agreement

"I need a Stock Option Purchase Agreement for our Hong Kong tech startup, granting options to our new CTO with a 4-year vesting period starting March 2025, including accelerated vesting provisions in case of a company sale."

Document background
The Stock Option Purchase Agreement is a crucial document used in Hong Kong corporate practice when companies wish to grant stock options to employees, directors, or service providers as part of their compensation or incentive structure. This agreement is particularly important in the Hong Kong business environment, where equity-based compensation is commonly used to attract and retain talent, especially in growth-oriented sectors. The document must comply with Hong Kong's legal framework, including the Companies Ordinance and Securities and Futures Ordinance, while addressing practical aspects such as vesting schedules, exercise procedures, and tax implications. It typically forms part of a company's equity incentive scheme and requires careful consideration of both regulatory requirements and commercial objectives.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement including Option Price, Exercise Price, Shares, Exercise Period, etc.

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

5. Exercise Period: Timeframe during which the option may be exercised and any vesting conditions

6. Exercise Procedure: Process and requirements for exercising the options

7. Payment Terms: Methods and timing of payment for exercising options

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

9. Termination: Circumstances under which the options terminate or expire

10. Adjustments: Provisions for adjusting option terms in case of corporate events

11. Taxes and Costs: Responsibility for taxes, stamp duty, and other costs

12. Notices: Communication requirements and methods between parties

13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction

Optional Sections

1. Employment Relationship: Required if options are granted as part of employment compensation, defining relationship between employment and options

2. Shareholders' Rights: Include if optionholder gains specific shareholder rights upon exercise

3. Confidentiality: Required if specific confidentiality provisions regarding the option grant are needed

4. Tag-Along Rights: Include if optionholders are granted tag-along rights upon exercise

5. Drag-Along Obligations: Include if optionholders are subject to drag-along obligations upon exercise

6. Right of First Refusal: Include if company or existing shareholders have ROFR on shares post-exercise

7. Lock-up Period: Required if shares obtained through exercise are subject to a lock-up period

8. Bad Leaver Provisions: Include if options are linked to employment and different rules apply for various termination scenarios

Suggested Schedules

1. Option Certificate: Form of certificate evidencing the grant of options

2. Exercise Notice: Template form for exercising options

3. Vesting Schedule: Detailed schedule of vesting dates and conditions if applicable

4. Shareholders' Agreement: Key terms of shareholders' agreement that will apply post-exercise

5. Company Articles Excerpt: Relevant provisions from the company's articles affecting option shares

6. Tax Provisions: Detailed tax implications and calculations

7. Regulatory Compliance Checklist: List of regulatory requirements and compliance steps

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

Start-ups

E-commerce

Biotechnology

Manufacturing

Consulting

Media and Entertainment

Real Estate

Healthcare

Education

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Secretarial

Executive Management

Board

Compensation and Benefits

Employee Relations

Corporate Governance

Relevant Roles

CEO

CFO

General Counsel

HR Director

Compensation Manager

Corporate Secretary

Legal Counsel

Finance Manager

HR Manager

Equity Compensation Specialist

Board Member

Executive Director

Company Director

Compliance Officer

Chief Operating 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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