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Advisor Stock Option Agreement Template for United States

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Key Requirements PROMPT example:

Advisor Stock Option Agreement

"I need an Advisor Stock Option Agreement for our Silicon Valley-based tech startup, granting 50,000 stock options to a technical advisor with a four-year vesting schedule and a one-year cliff, starting March 1, 2025."

Document background
The Advisor Stock Option Agreement is commonly used when companies want to attract and retain high-quality advisors by offering equity compensation instead of or in addition to cash compensation. This document type is particularly prevalent in the U.S. startup ecosystem, where it helps companies conserve cash while aligning advisor interests with long-term company success. The agreement must comply with various U.S. regulations, including SEC rules, tax laws (particularly IRC 409A), and state corporate laws. It typically includes detailed provisions about vesting schedules, exercise procedures, and restrictions on transfer, making it a crucial document for establishing clear terms of equity compensation.
Suggested Sections

1. Parties: Identifies the company granting options and the advisor receiving them

2. Background: States the advisor's relationship with the company and the company's desire to grant stock options

3. Definitions: Defines key terms including Option Shares, Exercise Price, Grant Date, Vesting Schedule

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

5. Vesting Schedule: Specifies how and when options become exercisable

6. Exercise Procedure: Process for exercising options, including payment methods and notice requirements

7. Term and Expiration: Duration of the option and circumstances causing expiration

Optional Sections

1. Change of Control Provisions: Acceleration or special handling of options in case of company sale

2. Lock-up Agreement: Restrictions on sale of shares post-IPO

3. Right of First Refusal: Company's right to purchase shares before sale to third party

Suggested Schedules

1. Notice of Exercise Form: Standard form for advisor to exercise options

2. Copy of Stock Plan: Company's equity incentive plan under which options are granted

3. Tax Election Forms: Required tax forms including 83(b) election form if applicable

4. Vesting Schedule Details: Detailed breakdown of vesting dates and amounts

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

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Industries

Securities Act of 1933: Primary federal law governing the initial offering and sale of securities, including stock options, requiring registration unless an exemption applies

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing SEC oversight, including requirements for equity compensation reporting

State Blue Sky Laws: State-specific securities regulations that may require additional compliance for stock option grants within particular states

SEC Rule 701: Federal exemption for private companies offering equity compensation to employees, consultants, and advisors

IRC Section 409A: Tax code section governing deferred compensation, including stock options, requiring fair market value exercise price to avoid penalties

IRC Section 422: Internal Revenue Code section governing Incentive Stock Options (ISOs) and their tax treatment

IRC Section 83: Tax code section governing property transfers in connection with service performance, including timing of taxation for stock options

Fair Labor Standards Act: Federal law establishing wage, hour, and other employment standards that may affect advisor classification and compensation

Delaware General Corporation Law: State corporate law framework commonly used for US corporations, governing corporate actions including stock option issuance

Trade Secret Protection Laws: Laws protecting confidential business information that may need to be addressed in advisor agreements with stock options

Stock Exchange Rules: NYSE/NASDAQ regulations governing equity compensation for publicly traded companies

Board and Shareholder Approval Requirements: Corporate governance requirements for approving stock option grants and equity compensation plans

Securities Registration Exemptions: Various federal and state exemptions from securities registration requirements for stock option grants

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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