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Share Option Agreement
"I need a Share Option Agreement for our Canadian tech startup to grant options to our new CTO, with a four-year vesting schedule starting March 2025 and special provisions for accelerated vesting in case of acquisition."
1. Parties: Identification of the company granting the options and the option holder
2. Background: Context of the option grant, relationship between parties, and reference to any option plan
3. Definitions: Key terms used throughout the agreement including Option Shares, Exercise Price, Grant Date, Expiry Date, etc.
4. Grant of Option: Specific details of the option grant including number of shares, exercise price, and grant date
5. Vesting Schedule: Timeline and conditions under which options become exercisable
6. Exercise of Options: Process and requirements for exercising options, including payment methods and notice requirements
7. Term and Expiration: Duration of the option grant and circumstances of expiration
8. Restrictions on Transfer: Limitations on transferability of options and option shares
9. Termination of Service: Impact of employment/service termination on options
10. Compliance with Laws: Requirements for compliance with securities laws and other regulations
11. Tax Matters: Tax obligations and responsibilities of both parties
12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Change of Control Provisions: Include when specific provisions are needed for corporate transactions or change in ownership
2. Lock-up Agreement: Include for pre-IPO companies or when trading restrictions are required
3. Shareholder Rights: Include when specifying voting rights, dividend rights, or other shareholder privileges
4. Non-Competition and Confidentiality: Include when additional restrictive covenants are required
5. Market Standoff: Include for companies planning public offering
6. Drag-Along Rights: Include when majority shareholders need ability to force option holders to join in sale
7. International Provisions: Include when option holder is in different jurisdiction
8. Cashless Exercise Provisions: Include when allowing exercise without cash payment
1. Notice of Exercise: Form to be completed when exercising options
2. Option Plan: Copy or summary of the company's stock option plan
3. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions
4. Shareholders' Agreement: Agreement that option holder must sign upon exercise
5. Tax Election Forms: Relevant tax forms including Section 85(h) election form
6. Consent of Spouse: Spouse's acknowledgment and consent where required by law
7. Board Resolution: Copy of board resolution approving option grant
Authors
Applicable Law
Blackout Period
Board of Directors
Business Day
Cause
Change of Control
Company
Competitor
Confidential Information
Consultant
Corporate Transaction
Date of Grant
Director
Disability
Employee
Exercise Notice
Exercise Period
Exercise Price
Expiry Date
Fair Market Value
Good Leaver
Governing Law
Grant
Insider
IPO
Issue Date
Market Price
Notice
Option
Option Holder
Option Plan
Option Shares
Parties
Person
Plan Administrator
Regulatory Authorities
Related Person
Securities Acts
Securities Laws
Service
Share Capital
Shareholder Agreement
Shares
Stock Exchange
Subsidiary
Tax Act
Termination Date
Transfer
Vested Options
Vesting Date
Vesting Period
Vesting Schedule
Exercise Rights
Vesting Conditions
Term and Expiration
Exercise Price
Payment Terms
Share Issuance
Regulatory Compliance
Securities Law Compliance
Tax Obligations
Transfer Restrictions
Termination Provisions
Change of Control
Adjustments
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Notice Requirements
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Further Assurances
Shareholder Rights
Data Protection
Termination of Employment
Death or Disability
Lock-up Provisions
Market Standoff
Drag-Along Rights
Tag-Along Rights
Right of First Refusal
Share Capital Reorganization
Restrictions on Exercise
Corporate Transaction Provisions
Survival
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Biotechnology
Energy
Mining
Real Estate
Retail
Telecommunications
Software
Consulting
E-commerce
Media and Entertainment
Legal
Human Resources
Finance
Executive Leadership
Board of Directors
Corporate Governance
Compensation
Administrative
Investor Relations
CEO
CFO
General Counsel
HR Director
Compensation Manager
Corporate Secretary
Board Member
Employee
Consultant
Executive Officer
Senior Manager
Department Head
Vice President
Chief Technology Officer
Chief Operating Officer
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