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Equity Award Agreement for the United States

Equity Award Agreement Template for United States

An Equity Award Agreement is a legal document used in the United States that outlines the terms and conditions under which a company grants equity-based compensation to employees, directors, or consultants. The agreement typically details the type of award (such as stock options, restricted stock units, or performance shares), vesting conditions, exercise terms, and restrictions on transfer. It must comply with federal securities laws, tax regulations, and state corporate laws.

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What is a Equity Award Agreement?

The Equity Award Agreement serves as a crucial document in U.S. corporate compensation practices, used when companies want to align employee interests with shareholder value through equity-based incentives. This agreement type is particularly common in startups and established companies looking to attract and retain talent. The document must comply with SEC regulations, IRS requirements, and state corporate laws. A well-drafted Equity Award Agreement typically includes vesting schedules, exercise provisions, termination clauses, and tax considerations, while also protecting the company's interests through various restrictions and conditions.

What sections should be included in a Equity Award Agreement?

1. Parties: Identification of the company and award recipient

2. Background: Context of the award and reference to equity plan

3. Definitions: Key terms used throughout the agreement

4. Grant of Award: Details of the equity award including type, amount, and price if applicable

5. Vesting Schedule: Timing and conditions for vesting of the award

6. Exercise Terms: Process and conditions for exercising the award

7. Termination Provisions: Impact of employment termination on the award

What sections are optional to include in a Equity Award Agreement?

1. Change in Control Provisions: Treatment of award in case of company sale/merger - recommended for companies anticipating potential M&A activity

2. Tax Withholding: Mechanisms for handling tax obligations - recommended when company will handle tax withholding

3. Restrictive Covenants: Non-compete and confidentiality provisions - recommended when additional employee restrictions are desired

What schedules should be included in a Equity Award Agreement?

1. Vesting Schedule: Detailed breakdown of vesting dates and amounts

2. Notice of Exercise Form: Template for exercising options

3. Tax Election Forms: Including 83(b) election form if applicable

4. Equity Plan Summary: Key terms of the underlying equity plan

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Ƶ

Document Type

Stock Agreement

Cost

Free to use

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