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Share Option Agreement Template for India

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Key Requirements PROMPT example:

Share Option Agreement

"I need a Share Option Agreement for our tech startup's senior software engineer, covering 10,000 stock options with a 4-year vesting schedule starting March 2025, including clawback provisions and special acceleration clauses for an IPO event."

Document background
The Share Option Agreement is a fundamental document used by Indian companies to grant equity-based incentives to their employees, directors, or consultants. It is particularly relevant in scenarios where companies wish to attract and retain talent by offering ownership stakes through stock options. The agreement must comply with various Indian regulations, including the Companies Act, 2013, SEBI guidelines, and relevant tax laws. It typically includes detailed provisions about the number of shares offered, exercise price, vesting schedule, exercise periods, and restrictions on transfer. This document is crucial for both listed and unlisted companies in India, requiring careful consideration of corporate law, securities regulations, and tax implications. The agreement serves as a legally binding contract that protects both the company's interests and the option holder's rights while ensuring regulatory compliance.
Suggested Sections

1. Parties: Identification of the Company granting options and the Option holder

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

3. Definitions: Definitions of key terms including Exercise Price, Option Period, Vesting Schedule, Shares, etc.

4. Grant of Options: Details of options granted, including number of shares, exercise price, and grant date

5. Vesting of Options: Vesting schedule, conditions, and requirements for options to vest

6. Exercise of Options: Process, timing, and conditions for exercising options

7. Payment and Allotment: Payment mechanisms for exercise price and process for share allotment

8. Taxation: Tax obligations, responsibilities, and compliance requirements

9. Transfer Restrictions: Limitations on transfer of options and shares

10. Termination: Consequences of employment termination on options

11. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

12. Notices: Process and requirements for formal communications between parties

Optional Sections

1. Change of Control: Provisions dealing with company sale, merger, or restructuring

2. Foreign Exchange Compliance: Required for non-resident option holders

3. Lock-in Period: Restrictions on selling shares post-exercise

4. Clawback Provisions: Company's right to recover shares/options in specific circumstances

5. Tag-Along Rights: Option holder's right to participate in company sale

6. Drag-Along Rights: Company's right to force option holder participation in sale

7. Non-Competition and Confidentiality: Required when options are part of employment terms

Suggested Schedules

1. Option Certificate: Formal documentation of option grant details

2. Vesting Schedule: Detailed breakdown of vesting dates and conditions

3. Exercise Notice: Template form for exercising options

4. Shareholders' Agreement: Key terms from existing shareholders' agreement applicable to option holders

5. Tax Implications: Detailed explanation of tax treatment and obligations

6. Company's ESOP Scheme: Reference to or extract from company's employee stock option plan

7. Regulatory Approvals: Copies of relevant SEBI or other regulatory approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Professional Services

Financial Services

Healthcare

E-commerce

Manufacturing

Biotechnology

Consulting

Software Development

Start-ups

Telecommunications

Education Technology

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Secretarial

Board of Directors

Executive Leadership

Compensation & Benefits

Relevant Roles

CEO

CFO

General Counsel

HR Director

Company Secretary

Legal Counsel

Compensation Manager

Board Member

HR Manager

Finance Director

Compliance Officer

Executive Director

Senior Software Engineer

Department Head

Managing Director

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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