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Share Option Agreement
"I need a Share Option Agreement for our New Zealand tech startup to grant options to five senior developers, with a four-year vesting schedule starting March 2025 and special provisions for accelerated vesting in case of a company sale."
1. Parties: Identifies the company issuing the options and the option holder(s)
2. Background: Sets out the context of the agreement and the company's intention to grant options
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Grant of Options: Details of the options being granted, including number of shares, class, and exercise price
5. Exercise Period: Specifies when the options can be exercised and their expiry date
6. Vesting Conditions: Details of how and when the options vest
7. Exercise Procedure: Process for exercising options, including notice requirements and payment methods
8. Lapse of Options: Circumstances under which options will lapse or be forfeited
9. Restrictions on Transfer: Limitations on transferring or encumbering the options
10. Adjustments: Provisions for adjusting options in case of corporate events like share splits or consolidations
11. Taxes: Tax obligations and responsibilities related to the options
12. Confidentiality: Obligations to keep the terms of the option agreement confidential
13. General Provisions: Standard contract terms including notices, amendments, governing law
1. Employment Relationship: Required when options are part of employment compensation, defining relationship between employment and options
2. Change of Control: Provisions for what happens to options in case of company sale or merger
3. Good Leaver/Bad Leaver: Defines treatment of options when option holder leaves employment under different circumstances
4. Shareholder Rights: Details any special rights or restrictions attached to shares once options are exercised
5. Tag-Along/Drag-Along: Include when shareholders' agreement contains these rights
6. Lock-up Period: Required when there are restrictions on selling shares after option exercise
7. Clawback Provisions: Include when company wants right to recoup or cancel options in specific circumstances
8. International Compliance: Required when option holders are in multiple jurisdictions
1. Option Certificate: Formal certificate detailing the option grant
2. Exercise Notice: Template form for exercising options
3. Vesting Schedule: Detailed breakdown of vesting dates and conditions
4. Worked Examples: Examples of how adjustments and calculations work in practice
5. Share Capital Structure: Current structure of company's share capital
6. Deed of Adherence: Form for option holder to join existing shareholders' agreement upon exercise
7. Tax Summary: Summary of tax implications for option holders
Authors
Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Retail
Biotechnology
Software Development
Consulting
E-commerce
Telecommunications
Start-ups
Scale-ups
Education Technology
Clean Technology
Legal
Human Resources
Finance
Executive Leadership
Corporate Governance
Compensation & Benefits
Compliance
Tax
Risk Management
Board Secretariat
CEO
CFO
HR Director
Legal Counsel
Company Secretary
Board Member
Finance Manager
HR Manager
Compensation Specialist
Employee Benefits Manager
Corporate Lawyer
Equity Compensation Administrator
Risk Manager
Compliance Officer
Tax Manager
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