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Stock Option Exercise Agreement
"I need a Stock Option Exercise Agreement for our technology startup in Manila, where our senior software engineer wants to exercise 5,000 vested options granted in March 2025, with foreign ownership considerations as the employee is a Malaysian citizen."
1. Parties: Identification of the Company and the Option Holder
2. Background: Context of the original option grant and reference to the stock option plan
3. Definitions: Key terms used throughout the agreement
4. Exercise Notice: Formal notice of the option holder's intention to exercise the specified number of options
5. Exercise Price and Payment: Details of the exercise price per share and total payment required
6. Tax Obligations: Responsibilities for payment of taxes arising from the exercise of options
7. Issuance of Shares: Process and timing for the issuance of shares following exercise
8. Representations and Warranties: Standard declarations by both parties regarding authority, compliance, and understanding
9. Compliance with Laws: Confirmation of compliance with Philippine corporate and securities laws
10. Governing Law: Specification of Philippine law as governing law
11. Execution: Signature blocks and execution requirements
1. Lock-up Period: Restrictions on sale of shares for a specified period after exercise, typically included for employee stock options
2. Foreign Ownership Compliance: Required when the option holder is a foreign national, addressing compliance with Philippine foreign ownership restrictions
3. Shareholders' Agreement Adherence: Required when the option holder must become party to an existing shareholders' agreement
4. Electronic Execution: Optional provisions for electronic signature and delivery where permitted
5. Board Approval: Required when specific board approval is needed for the exercise
6. Spousal Consent: Required in cases where the option holder is married and local law requires spousal consent
1. Exercise Notice Form: Standard form for the option holder to complete indicating number of options being exercised and calculation of payment
2. Copy of Original Option Grant: Copy of the original stock option agreement or grant documentation
3. Payment Instructions: Details of payment methods and bank account information
4. Tax Computation Schedule: Breakdown of applicable taxes and calculations
5. Share Certificate Template: Form of share certificate to be issued
6. Required Regulatory Forms: Any forms required by Philippine regulatory authorities for the share transfer
Authors
Board
Business Day
Company
Company Securities
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Grant Date
Option Holder
Options
Original Option Agreement
Plan
Philippine SEC
Shares
Stock Option Plan
Subscription Price
Tax Obligations
Transfer Agent
Vested Options
Vesting Schedule
Withholding Taxes
Articles of Incorporation
By-laws
BIR
Closing Date
Common Shares
Consideration
Due Diligence
Encumbrance
Fair Market Value
Material Adverse Effect
Option Certificate
Regulatory Approvals
Securities
Securities Regulation Code
Shareholders Agreement
Trading Day
Exercise Notice
Option Exercise
Payment Terms
Share Issuance
Tax Obligations
Regulatory Compliance
Representations and Warranties
Foreign Ownership Compliance
Securities Law Compliance
Corporate Authority
Share Rights
Transfer Restrictions
Lock-up Provisions
Registration Rights
Confidentiality
Data Privacy
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Further Assurance
Waiver
Counterparts
Electronic Execution
Technology
Financial Services
Professional Services
Manufacturing
Retail
Telecommunications
Healthcare
Real Estate
Business Process Outsourcing
Energy
Start-ups
E-commerce
Legal
Human Resources
Finance
Compliance
Corporate Secretariat
Treasury
Tax
Corporate Governance
Executive Leadership
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Corporate Secretary
Legal Counsel
Compensation and Benefits Manager
Stock Plan Administrator
Finance Manager
Compliance Officer
Board Director
Employee Stock Option Plan (ESOP) Administrator
Treasury Manager
Tax Manager
Human Resources Business Partner
Corporate Governance Officer
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