Share Option Agreement Template for Switzerland

1. Parties: Identification of the company granting the options and the option holder

2. Background: Context of the option grant, relationship between parties, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including Option Shares, Exercise Price, Grant Date, etc.

4. Grant of Option: Specific terms of the option grant, including number of shares, type of shares, and nature of the option

5. Exercise Price: Specification of the price at which options can be exercised and payment terms

6. Vesting Schedule: Detailed timeline and conditions for when options become exercisable

7. Exercise Procedure: Process and requirements for exercising options, including notice requirements and payment mechanisms

8. Term and Expiration: Duration of the option and circumstances leading to expiration

9. Taxation: Tax obligations and responsibilities of both parties under Swiss tax law

10. Transferability Restrictions: Limitations on the transfer of options and underlying shares

11. Representations and Warranties: Standard declarations by both parties regarding capacity and authority

12. Termination: Circumstances and consequences of agreement termination

13. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes

1. Option Certificate: Formal document evidencing the grant of options

2. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions

3. Exercise Notice Form: Template form for exercising options

4. Company's Articles of Association: Current articles showing share capital structure and restrictions

5. Shareholders' Agreement: Existing shareholders' agreement that option holder must adhere to upon exercise

6. Tax Calculation Examples: Illustrations of tax treatment in different exercise scenarios

7. Board Resolution: Copy of board resolution approving the option grant