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Stock Option Award Agreement Template for United States

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Key Requirements PROMPT example:

Stock Option Award Agreement

"I need a Stock Option Award Agreement for our Series B startup to grant incentive stock options to our new CTO, with a 4-year vesting schedule starting March 1, 2025, and special acceleration provisions in case of acquisition."

Document background
The Stock Option Award Agreement serves as a crucial instrument in employee compensation and retention strategies. This document, commonly used in the United States, establishes the terms under which an individual can acquire company shares at a predetermined price. It typically follows approval under a company's equity incentive plan and must comply with various regulatory requirements, including SEC rules, tax regulations (particularly IRC Sections 409A and 422), and state securities laws. The agreement specifies vesting schedules, exercise procedures, and the impact of various employment events on the options.
Suggested Sections

1. Parties: Identifies the company granting options and the option recipient

2. Background: References the equity incentive plan and board approval

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

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

5. Vesting Schedule: Timeline and conditions for option vesting

6. Exercise of Option: Procedures and requirements for exercising options

7. Term and Expiration: Duration of the option and expiration conditions

8. Transferability: Restrictions on transfer of options

9. Termination of Employment: Impact of employment termination on options

Optional Sections

1. Change in Control Provisions: Acceleration or special provisions in case of company sale/merger

2. Tax Withholding: Company's right to withhold taxes upon exercise

3. Lock-up Agreement: Restrictions on sale during IPO period

4. International Provisions: Special terms for non-US recipients

Suggested Schedules

1. Notice of Exercise: Form to be completed when exercising options

2. Copy of Equity Incentive Plan: Full plan document referenced in agreement

3. Tax Election Form: Section 83(b) election form for early exercise options

4. Spousal Consent: Consent form for married recipients in community property states

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 issuance of securities, requiring registration of securities offerings and mandating disclosure requirements

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

State Blue Sky Laws: State-specific securities regulations that complement federal securities laws and may require additional compliance measures

IRC Section 409A: Internal Revenue Code section governing deferred compensation arrangements, including certain stock options, with strict requirements to avoid penalties

IRC Section 422: Regulations specific to Incentive Stock Options (ISOs), including qualification requirements and tax treatment

IRC Section 83: Rules governing the taxation of Non-qualified Stock Options (NSOs) and property transferred in connection with performance of services

ERISA: Employee Retirement Income Security Act governing employee benefit plans, which may apply to certain equity compensation arrangements

Delaware General Corporation Law: Corporate law framework for Delaware corporations, often relevant for stock option agreements of Delaware-incorporated companies

Stock Exchange Rules: Requirements from NYSE or NASDAQ regarding equity compensation and corporate governance for listed companies

Dodd-Frank Act: Post-2008 financial reform legislation containing executive compensation and corporate governance requirements

Sarbanes-Oxley Act: Legislation establishing enhanced corporate governance and financial disclosure standards for public companies

ASC 718: Accounting Standards Codification governing the financial reporting of stock-based compensation

SEC Disclosure Requirements: Ongoing reporting obligations for equity awards through Forms 3, 4, and 5 for insiders and other SEC filings

Company Equity Incentive Plan: Overarching company plan document that establishes the framework for equity awards and must be complied with in individual agreements

Insider Trading Policy: Company-specific rules governing when and how employees can trade company stock, including restrictions on option exercises

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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