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Equity Grant Agreement Template for United States

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Key Requirements PROMPT example:

Equity Grant Agreement

"I need an Equity Grant Agreement for a Series B startup granting 50,000 RSUs to our new CTO, with a 4-year vesting schedule starting March 1, 2025, and including standard change of control provisions for Silicon Valley tech companies."

Document background
The Equity Grant Agreement serves as a critical document in modern corporate compensation structures. This agreement type emerged as companies, particularly in the technology and startup sectors, sought to align employee interests with company success while conserving cash. Used primarily in the United States, it must comply with SEC regulations, federal tax laws, and state corporate laws. The document specifies crucial details such as grant size, vesting conditions, exercise prices, and transfer restrictions. Companies typically implement Equity Grant Agreements as part of their broader compensation strategy, often in conjunction with employee stock option plans or restricted stock unit programs.
Suggested Sections

1. Parties: Identification of the company granting equity and the recipient

2. Background: Context of the grant and reference to any relevant equity plans or board approvals

3. Definitions: Key terms used throughout the agreement including 'Shares', 'Grant Date', 'Vesting Schedule', etc.

4. Grant of Equity: Specific details of the equity being granted, including number of shares/options and type

5. Vesting Provisions: Schedule and conditions for vesting of the granted equity

6. Exercise Terms: For options, the process and conditions for exercising

7. Transfer Restrictions: Limitations on ability to transfer or sell the equity

8. Tax Provisions: Tax obligations and responsibilities of both parties

9. Termination Provisions: Impact of employment termination on the equity grant

Optional Sections

1. Change of Control Provisions: Treatment of equity in case of company sale or merger - recommended for startups or companies likely to be acquired

2. Lock-up Provisions: Restrictions on sale during specific periods - recommended for pre-IPO companies or during specific corporate events

3. Drag-Along Rights: Obligation to join in sale of company - recommended for private companies with significant shareholders

4. Right of First Refusal: Company's right to purchase shares before third-party sale - recommended for private companies wanting to control share ownership

Suggested Schedules

1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and amounts

2. Schedule B - Notice of Exercise Form: Form to be completed when exercising options

3. Schedule C - Section 83(b) Election Form: Tax election form for immediate taxation of restricted stock

4. Schedule D - Stockholder Rights Agreement: Additional rights and obligations as a stockholder

5. Schedule E - Company's Equity Incentive Plan: Full text of the governing equity plan

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 legislation governing the initial offering and sale of securities, requiring registration unless an exemption applies

Securities Exchange Act of 1934: Federal law governing secondary trading of securities and establishing the SEC, including ongoing reporting requirements

State Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities to protect investors from fraudulent activities

SEC Rule 701: Exemption from registration for private companies offering equity compensation to employees, consultants, and advisors

Regulation D: Set of rules providing exemptions from securities registration requirements for private placement offerings

IRC Section 83: Tax provisions governing property transferred in connection with performance of services, including timing of taxation and valuation

IRC Section 409A: Regulations governing nonqualified deferred compensation, including strict requirements for equity grants and stock options

IRC Section 422: Regulations governing Incentive Stock Options (ISOs), including qualifying requirements and tax treatment

IRC Section 421: Provisions governing Non-Qualified Stock Options (NSOs) and their tax treatment

ERISA: Federal law setting minimum standards for employee benefit plans in private industry

State Employment Laws: Various state-specific regulations affecting employment relationships and compensation

FLSA: Federal law establishing standards for wage, overtime pay, and other employment practices

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, governing corporate structure and stockholder rights

GAAP: Generally Accepted Accounting Principles providing standards for financial accounting and reporting

ASC 718: Accounting Standards Codification guidance for share-based payment arrangements and equity compensation

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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