Share Option Agreement for the United States

Share Option Agreement Template for United States

A Share Option Agreement is a legal contract governed by U.S. federal and state securities laws that grants an individual the right to purchase company shares at a predetermined price within a specified timeframe. The agreement outlines vesting conditions, exercise procedures, and restrictions on transfer, while ensuring compliance with SEC regulations, tax laws (particularly IRC 409A), and applicable state corporate laws. It serves as a key component of equity compensation strategies in U.S. businesses.

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What is a Share Option Agreement?

Share Option Agreements are fundamental instruments in U.S. corporate compensation structures, commonly used to align employee interests with company success. A Share Option Agreement typically forms part of a company's equity incentive plan, providing detailed terms for option grants, including vesting schedules, exercise provisions, and compliance with securities laws. These agreements are particularly important in startups and growth companies where equity compensation is a crucial tool for attracting and retaining talent. The document must comply with various U.S. regulations, including SEC requirements, tax laws, and state-specific corporate statutes.

What sections should be included in a Share Option Agreement?

1. Parties: Identifies the company granting options and the option holder

2. Background: Context of the option grant, reference to any employee share option plan

3. Definitions: Key terms including Option Shares, Exercise Price, Grant Date, Vesting Schedule

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

5. Vesting Schedule: Timeline and conditions for option vesting

6. Exercise of Option: Process and conditions for exercising options

7. Termination Provisions: What happens to options upon employment termination

8. Transferability: Restrictions on transfer of options

What sections are optional to include in a Share Option Agreement?

1. Change of Control Provisions: Acceleration or special provisions in case of company sale/merger

2. Tax Provisions: Specific tax treatment and obligations including IRC Section 409A compliance

3. Clawback Provisions: Company's right to recoup options in certain circumstances

4. Market Standoff Agreement: Restrictions on sale during IPO or other market events

What schedules should be included in a Share Option Agreement?

1. Notice of Exercise: Form to be completed when exercising options

2. Shareholders' Agreement: Referenced agreement governing shareholder rights

3. Tax Election Forms: Relevant tax forms (e.g., Section 83(b) election)

4. Vesting Schedule: Detailed breakdown of vesting dates and conditions

5. Company's Share Option Plan: Full text of the company's share option plan

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses
Industries

Securities Act of 1933: Primary federal legislation governing securities issuance, requiring registration of securities offerings and mandatory disclosure requirements

Securities Exchange Act of 1934: Federal law governing secondary trading of securities, establishing SEC oversight and ongoing reporting requirements

State Blue Sky Laws: State-specific securities regulations that complement federal securities laws and provide additional investor protections

IRC Section 409A: Internal Revenue Code section governing deferred compensation arrangements, including certain stock options and their valuation requirements

IRC Section 422: Regulations specific to Incentive Stock Options (ISOs), including qualification requirements and tax treatment

IRC Section 83: Rules governing taxation of property transferred in connection with performance of services, including timing of taxation and valuation

ERISA: Employee Retirement Income Security Act governing employee benefit plans and related fiduciary responsibilities

Delaware General Corporation Law: Principal business corporation law for Delaware corporations, governing corporate structure and shareholder rights

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

Dodd-Frank Act: Comprehensive financial reform legislation affecting corporate governance and executive compensation

FASB ASC 718: Accounting standards for stock-based compensation, including measurement and recognition requirements

Stock Exchange Rules: Specific listing requirements and corporate governance standards set by exchanges like NYSE and NASDAQ

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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