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Share Option Agreement for New Zealand

Share Option Agreement Template for New Zealand

A Share Option Agreement under New Zealand law is a legally binding document that grants an individual or entity the right to purchase shares in a company at a predetermined price within a specified period. This agreement outlines the terms and conditions of the option grant, including vesting schedules, exercise procedures, and restrictions, while ensuring compliance with New Zealand's Companies Act 1993 and Financial Markets Conduct Act 2013. It serves as a crucial tool for companies to attract, retain, and motivate key personnel by offering them the opportunity to acquire an ownership stake in the business.

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What is a Share Option Agreement?

Share Option Agreements are essential instruments used by New Zealand companies to provide individuals, typically employees or contractors, with the right to purchase company shares at a specified price within a defined timeframe. This type of agreement is particularly valuable for businesses looking to align stakeholder interests with company performance, attract top talent, or conserve cash while offering competitive compensation packages. The Share Option Agreement must comply with New Zealand's regulatory framework, including the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. It typically includes detailed provisions on option vesting, exercise procedures, adjustments for corporate events, and restrictions on transfer, making it a comprehensive document that protects both the company's and option holders' interests.

What sections should be included in a Share Option Agreement?

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

What sections are optional to include in a Share Option Agreement?

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

What schedules should be included in a Share Option Agreement?

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

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

New Zealand

Publisher

Ƶ

Document Type

Stock Agreement

Cost

Free to use
Relevant legal definitions











































Clauses

































Relevant Industries

Technology

Professional Services

Financial Services

Healthcare

Manufacturing

Retail

Biotechnology

Software Development

Consulting

E-commerce

Telecommunications

Start-ups

Scale-ups

Education Technology

Clean Technology

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation & Benefits

Compliance

Tax

Risk Management

Board Secretariat

Relevant Roles

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

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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