The Stock Option Agreement Private Company is a crucial document used by Irish private companies to grant employees or other eligible participants the right to purchase company shares at a predetermined price within a specified timeframe. This agreement is particularly important for growing companies seeking to attract and retain talent by offering equity incentives. The document must comply with Irish company law, tax regulations, and financial services requirements, while addressing key aspects such as vesting schedules, exercise conditions, and transfer restrictions. It's commonly used as part of employee compensation packages, especially in startup and scale-up environments, and can be tailored to different levels of employees or consultants. The agreement typically includes detailed provisions about option exercise procedures, implications of employment termination, and tax obligations, making it an essential tool for private companies implementing equity incentive programs in Ireland.
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1. Parties: Identifies the company granting the options and the option holder
2. Background: Sets out the context of the agreement, including the company's share option scheme and the basis for granting options
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Option: Specifies the number of shares subject to the option and the grant date
5. Exercise Price: States the price per share at which the option may be exercised
6. Vesting Schedule: Details the timeline and conditions under which portions of the option become exercisable
7. Exercise Period: Specifies when and how the option may be exercised, including the expiration date
8. Method of Exercise: Outlines the procedure for exercising the option, including payment requirements
9. Tax Obligations: Addresses tax implications and responsibilities of the option holder
10. Restrictions on Transfer: Prohibits or limits the transfer of options to third parties
11. Termination of Employment: Describes the impact of employment termination on option rights
12. Company's Rights and Obligations: Sets out the company's commitments and rights regarding the options
13. Notices: Specifies how formal communications between parties should be made
14. Governing Law: Confirms Irish law as governing the agreement
1. Change in Control Provisions: Addresses what happens to options in case of a company sale or merger
2. Shareholders' Agreement Adherence: Required if option holders must agree to be bound by an existing shareholders' agreement upon exercise
3. Lock-up Period: Include if there are restrictions on selling shares after exercise
4. Drag-along and Tag-along Rights: Include if these rights apply to shares acquired through option exercise
5. Market Stand-off Agreement: Include if the company anticipates an IPO
6. Clawback Provisions: Include if the company wants right to recoup benefits in certain circumstances
7. Data Protection Clause: Detailed GDPR compliance clause if extensive personal data processing is involved
1. Schedule 1 - Option Certificate: Formal certificate detailing the specific option grant
2. Schedule 2 - Exercise Notice: Template form for exercising the option
3. Schedule 3 - Vesting Schedule Details: Detailed breakdown of the vesting timeline and conditions
4. Schedule 4 - Share Option Plan Rules: Full rules of the company's share option plan
5. Schedule 5 - Current Share Capital Structure: Overview of the company's current share capital
6. Schedule 6 - Tax Summary: Summary of relevant tax implications and requirements
7. Appendix A - Shareholders' Agreement: Copy of the current shareholders' agreement, if relevant
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Stock Option Agreement Private Company
An Irish law-governed agreement setting out terms for granting stock options in a private company to employees or eligible participants.
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