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1. Parties: Identifies the company granting options and the option holder
2. Background: States the company's stock option plan and authority to grant options
3. Definitions: Key terms including Exercise Price, Option Shares, Vesting Schedule, etc.
4. Grant of Option: Details of the option grant, including number of shares and type (ISO/NSO)
5. Exercise Price: Specifies the price per share at which options can be exercised
6. Vesting Schedule: Timeline and conditions for option vesting
7. Exercise Period: Terms and conditions for exercising options, including expiration
8. Termination Provisions: What happens to options upon employment termination
1. Change of Control Provisions: Acceleration or special terms upon company sale/merger - used for companies anticipating potential M&A activity
2. Lock-up Agreement: Restrictions on sale during IPO period - used for companies planning to go public
3. Right of First Refusal: Company's right to repurchase shares - used for private companies wanting share transfer control
4. Tax Treatment: Specific tax implications and responsibilities - used when specific tax treatment (ISO/NSO) needs clarification
1. Notice of Exercise Form: Template for optionee to exercise options
2. Copy of Stock Option Plan: Full text of the company's equity incentive plan
3. Vesting Schedule Detail: Detailed breakdown of vesting dates and amounts
4. Tax Election Forms: 83(b) election form or other relevant tax documents
5. Spousal Consent: Consent form for married optionees in community property states
Board of Directors
Cause
Change in Control
Code
Committee
Common Stock
Company
Disability
Effective Date
Exercise Notice
Exercise Period
Exercise Price
Expiration Date
Fair Market Value
Good Reason
Grant Date
Incentive Stock Option
Non-Qualified Stock Option
Option
Option Shares
Optionee
Plan
Plan Administrator
Securities Act
Service
Service Provider
Shareholder Agreement
Shares
Subsidiary
Tax Obligations
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Schedule
Exercise Terms
Vesting Provisions
Expiration and Termination
Transfer Restrictions
Representations and Warranties
Tax Matters
Compliance with Laws
Rights as a Shareholder
Employment Rights
Change in Control
Adjustments for Capital Changes
Confidentiality
Notice Requirements
Amendment and Modification
Assignment
Governing Law
Dispute Resolution
Integration with Plan
Lock-up Agreement
Right of First Refusal
Market Stand-off
Data Privacy
Electronic Delivery
Severability
Successor Rights
Acknowledgments
Securities Law Compliance
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