Stock Option Exercise Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Stock Option Exercise Agreement is a crucial document used when an option holder decides to convert their stock options into actual company shares in the Philippines. This agreement becomes necessary when an employee, consultant, or director who has been granted stock options under a company's equity compensation plan decides to exercise those options. The document must comply with Philippine corporate law, particularly the Corporation Code and Securities Regulation Code, and includes essential details such as the number of options being exercised, exercise price, payment terms, and tax obligations. It's particularly important in the Philippine context due to specific local requirements regarding share transfers, foreign ownership limitations, and securities regulations. The agreement serves as official documentation for both corporate records and regulatory compliance, and may be required for submission to various authorities including the Securities and Exchange Commission and Bureau of Internal Revenue.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Clauses
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Retail

Telecommunications

Healthcare

Real Estate

Business Process Outsourcing

Energy

Start-ups

E-commerce

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Secretariat

Treasury

Tax

Corporate Governance

Executive Leadership

Board Secretariat

Relevant Roles

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

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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