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Equity Grant Agreement Template for United States

An Equity Grant Agreement is a legal document used in the United States that formalizes the terms and conditions under which a company grants equity (such as stock, options, or restricted stock units) to an employee, consultant, or advisor. The agreement is governed by U.S. federal securities laws, state corporate laws, and tax regulations, particularly IRC Sections 83 and 409A. It details the type and amount of equity granted, vesting schedule, exercise terms, transfer restrictions, and tax implications.

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What is a Equity Grant Agreement?

The Equity Grant Agreement serves as a critical document in modern corporate compensation structures. This agreement type emerged as companies, particularly in the technology and startup sectors, sought to align employee interests with company success while conserving cash. Used primarily in the United States, it must comply with SEC regulations, federal tax laws, and state corporate laws. The document specifies crucial details such as grant size, vesting conditions, exercise prices, and transfer restrictions. Companies typically implement Equity Grant Agreements as part of their broader compensation strategy, often in conjunction with employee stock option plans or restricted stock unit programs.

What sections should be included in a Equity Grant Agreement?

1. Parties: Identification of the company granting equity and the recipient

2. Background: Context of the grant and reference to any relevant equity plans or board approvals

3. Definitions: Key terms used throughout the agreement including 'Shares', 'Grant Date', 'Vesting Schedule', etc.

4. Grant of Equity: Specific details of the equity being granted, including number of shares/options and type

5. Vesting Provisions: Schedule and conditions for vesting of the granted equity

6. Exercise Terms: For options, the process and conditions for exercising

7. Transfer Restrictions: Limitations on ability to transfer or sell the equity

8. Tax Provisions: Tax obligations and responsibilities of both parties

9. Termination Provisions: Impact of employment termination on the equity grant

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

1. Change of Control Provisions: Treatment of equity in case of company sale or merger - recommended for startups or companies likely to be acquired

2. Lock-up Provisions: Restrictions on sale during specific periods - recommended for pre-IPO companies or during specific corporate events

3. Drag-Along Rights: Obligation to join in sale of company - recommended for private companies with significant shareholders

4. Right of First Refusal: Company's right to purchase shares before third-party sale - recommended for private companies wanting to control share ownership

What schedules should be included in a Equity Grant Agreement?

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

2. Schedule B - Notice of Exercise Form: Form to be completed when exercising options

3. Schedule C - Section 83(b) Election Form: Tax election form for immediate taxation of restricted stock

4. Schedule D - Stockholder Rights Agreement: Additional rights and obligations as a stockholder

5. Schedule E - Company's Equity Incentive Plan: Full text of the governing 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

Cost

Free to use

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