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Stock Option Purchase Agreement

Stock Option Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Stock Option Purchase Agreement

"I need a Stock Option Purchase Agreement for our Indonesian technology startup, granting options to our senior developers with a 4-year vesting schedule starting March 2025, including specific provisions for an upcoming Series B funding round and potential IPO."

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Document background
The Stock Option Purchase Agreement serves as a crucial instrument in Indonesian corporate practice for companies looking to attract, retain, and motivate key employees or consultants through equity-based compensation. This document is essential for both private and public companies operating under Indonesian jurisdiction, particularly those implementing employee stock ownership programs (ESOPs) or similar equity incentive schemes. The agreement must comply with Indonesian Company Law (Law No. 40 of 2007), capital market regulations, and relevant OJK (Financial Services Authority) regulations. It typically follows market standard practices while incorporating specific Indonesian legal requirements, such as proper execution formalities and regulatory approvals. The document is particularly relevant for companies in growth phases, preparing for IPOs, or seeking to align employee interests with company performance through equity participation.
Suggested Sections

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

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of Option: Details of the stock options being granted, including number of shares and exercise price

5. Vesting Schedule: Timeline and conditions for when options become exercisable

6. Exercise of Option: Procedures and conditions for exercising the options

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

8. Payment and Taxation: Terms of payment for shares and tax obligations

9. Restrictions on Transfer: Limitations on transferring or assigning the options

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

11. Adjustments: Provisions for adjusting options in case of corporate actions

12. Compliance with Laws: Obligations to comply with Indonesian securities and corporate laws

13. Notices: Process for delivering formal notifications between parties

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

15. Dispute Resolution: Procedures for resolving disputes

Optional Sections

1. Change of Control: Provisions addressing what happens to options in case of company ownership changes

2. Lock-up Period: Additional restrictions on selling shares after exercise, often used for IPO preparation

3. Shareholders' Agreement Compliance: Required when options must align with an existing shareholders' agreement

4. Foreign Investment Provisions: Required when the option holder is a foreign investor

5. Corporate Governance Rights: Optional provisions regarding voting rights and corporate governance participation

6. Drag-along and Tag-along Rights: Rights in case of company sale, typically for senior executives

7. Non-Competition and Confidentiality: Additional restrictions often included for employee option holders

8. Market Standoff Agreement: Restrictions on sale during public offering, required for pre-IPO companies

Suggested Schedules

1. Schedule A - Option Certificate: Formal certificate detailing the option grant

2. Schedule B - Notice of Exercise Form: Standard form for exercising options

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

4. Schedule D - Acceptance Form: Option holder's formal acceptance of the grant

5. Schedule E - Calculation Method: Formula for determining exercise price and adjustments

6. Schedule F - Tax Treatment Summary: Overview of applicable tax regulations and calculations

7. Schedule G - Regulatory Compliance Checklist: List of required regulatory approvals and filings

8. Schedule H - Shareholder Information Form: Required information for company registry upon exercise

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Business Day
Cause
Change of Control
Company
Completion
Confidential Information
Corporate Action
Effective Date
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Expiration Date
Fair Market Value
Financial Services Authority (OJK)
Good Leaver
Grant Date
IDX
Initial Public Offering
Law
Market Price
Option
Option Certificate
Option Holder
Option Shares
Parties
Plan
Related Parties
Shares
Share Capital
Share Registrar
Shareholders
Shareholders Meeting
Stock Exchange
Subsidiary
Tax
Termination Date
Transfer
Vesting Date
Vesting Period
Vesting Schedule
Voting Rights
Clauses
Grant of Option
Exercise Rights
Vesting
Payment Terms
Transfer Restrictions
Termination
Adjustment Provisions
Corporate Actions
Regulatory Compliance
Tax Matters
Confidentiality
Non-Competition
Share Rights
Voting Rights
Information Rights
Representations and Warranties
Covenants
Change of Control
Lock-up
Tag-Along Rights
Drag-Along Rights
Notice Requirements
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Indemnification
Share Capital Changes
Exercise Procedures
Option Certificate
Documentation Requirements
Employee Obligations
Company Obligations
Shareholder Rights
Foreign Investment Provisions
Regulatory Filings
Corporate Governance
Default
Relevant Industries

Technology

Financial Services

E-commerce

Manufacturing

Professional Services

Healthcare

Education Technology

Telecommunications

Consumer Goods

Real Estate

Energy

Transportation and Logistics

Digital Media

Retail

Biotechnology

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Secretarial

Tax

Executive Leadership

Risk Management

Compensation and Benefits

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Human Resources Director

Legal Counsel

Corporate Secretary

Compensation Manager

Finance Manager

HR Manager

Compliance Officer

Board Member

Senior Executive

Department Head

Key Employee

Executive Director

Managing Director

Vice President

Senior Manager

Tax Manager

Risk Manager

Company Director

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The fundamental law governing corporate entities in Indonesia, including provisions on share capital, issuance of shares, and shareholders' rights
Law No. 8 of 1995 on Capital Markets: Regulates securities trading, including the issuance and transfer of stock options and other equity-based instruments
OJK Regulation No. 32/POJK.04/2015: Regulations on capital increases in public companies, including provisions for employee stock option programs (ESOP)
Law No. 13 of 2003 on Employment: Relevant for stock options offered as part of employee compensation packages
Income Tax Law No. 36 of 2008: Governs the taxation of benefits received from stock options, including when and how they are taxed
Law No. 25 of 2007 on Investment: Regulates foreign investment and ownership restrictions in Indonesian companies
OJK Regulation No. 14/POJK.04/2019: Specific regulations on the amendment of articles of association of public companies, which may be relevant for stock option plans
Bank Indonesia Regulation No. 16/21/PBI/2014: Relevant for implementing hedging principles and reporting requirements for equity-based transactions
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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