Stock Option Agreement Template for Indonesia

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Key Requirements PROMPT example:

Stock Option Agreement

"I need a Stock Option Agreement under Indonesian law for our Series B startup, covering 100,000 options for senior tech employees with a 4-year vesting period starting March 2025, including special provisions for remote workers and international employees."

Document background
The Stock Option Agreement serves as a crucial instrument for companies in Indonesia seeking to align employee interests with corporate success through equity participation. This document is typically used when companies want to attract, retain, and motivate key personnel by offering them the right to purchase company shares at a predetermined price within a specified period. The agreement must comply with Indonesian corporate law (Law No. 40 of 2007), capital market regulations, and relevant OJK (Financial Services Authority) requirements. It's particularly important in the context of Indonesian employment practices where equity compensation is becoming increasingly common, especially in growth sectors and technology companies. The document needs to address specific local requirements such as foreign ownership restrictions, tax implications under Indonesian law, and corporate approval processes.
Suggested Sections

1. Parties: Identification of the Company and the Option Holder

2. Background: Context of the agreement, including reference to any employment relationship and authority for grant

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

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

5. Vesting Schedule: Timing and conditions under which options become exercisable

6. Exercise of Options: Procedures and requirements for exercising options, including payment methods and notice requirements

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

8. Restrictions on Transfer: Limitations on transferability of options and shares

9. Compliance with Laws: Requirements for compliance with Indonesian corporate, securities and tax laws

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

11. Adjustments: Provisions for corporate actions affecting share capital

12. Tax Obligations: Responsibilities for tax payments and withholding

13. Governing Law: Specification of Indonesian law as governing law

14. Dispute Resolution: Procedures for resolving disputes

Optional Sections

1. Change of Control: Provisions addressing acceleration or treatment of options in case of company sale or merger

2. Lock-up Period: Required for public companies or pre-IPO companies imposing share sale restrictions

3. Foreign Ownership Compliance: Required when option holder is non-Indonesian, addressing foreign ownership restrictions

4. Currency Provisions: Required when exercise price or payments may be made in foreign currency

5. Shareholders' Agreement Compliance: Required when company has existing shareholders' agreement affecting option shares

6. Electronic Notices: Optional provisions for electronic communications and option exercise

7. Clawback Provisions: Optional provisions for recovering shares in case of misconduct

Suggested Schedules

1. Option Certificate: Formal certificate detailing the option grant

2. Notice of Exercise Form: Template form for exercising options

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

4. Regulatory Compliance Checklist: List of required regulatory approvals and filings

5. Tax Treatment Summary: Summary of applicable tax provisions and calculations

6. Shareholder Consent Forms: Required forms for existing shareholder approvals

7. Board Resolution: Copy of board resolution authorizing option grant

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

E-commerce

Healthcare

Telecommunications

Consumer Goods

Real Estate

Energy

Start-ups

Media and Entertainment

Relevant Teams

Human Resources

Legal

Finance

Compliance

Corporate Secretariat

Executive Management

Board of Directors

Compensation and Benefits

Stock Administration

Internal Audit

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Human Resources Director

Legal Counsel

Corporate Secretary

Finance Manager

Human Resources Manager

Compensation and Benefits Manager

Stock Plan Administrator

Compliance Officer

Board Member

Senior Executive

Department Head

Key Employee

Technical Lead

Senior Manager

Industries
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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