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Incentive Stock Option Agreement for the United States

Incentive Stock Option Agreement Template for United States

An Incentive Stock Option Agreement is a legally binding contract governed by U.S. federal and state laws, particularly IRC Section 422, that grants employees the right to purchase company stock at a predetermined price. The agreement outlines vesting schedules, exercise procedures, and conditions that must be met to maintain the tax-advantaged status of ISOs. It includes specific provisions required by the Internal Revenue Code and typically forms part of a company's broader equity compensation plan.

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What is a Incentive Stock Option Agreement?

The Incentive Stock Option Agreement is a crucial document for companies looking to attract and retain key talent through equity-based compensation. Used extensively in the United States, particularly in growth-stage companies, this agreement provides employees with the opportunity to purchase company stock at a fixed price while receiving favorable tax treatment. The document must comply with specific requirements under IRC Section 422 to maintain its tax-advantaged status, including limitations on exercise price, grant term, and holding periods. It typically includes vesting schedules, exercise procedures, and termination provisions, serving as both a compensation tool and a retention mechanism.

What sections should be included in a Incentive Stock Option Agreement?

1. Parties: Identification of the company granting options and the employee receiving them

2. Background: Reference to stock option plan and authorization of grant

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

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

5. Vesting Schedule: Timeline and conditions for option vesting

6. Exercise Procedures: Process and requirements for exercising options

7. Term and Termination: Duration of option and conditions for early termination

What sections are optional to include in a Incentive Stock Option Agreement?

1. Change in Control Provisions: Terms affecting options in case of company sale/merger - recommended for companies anticipating possible M&A activity

2. Lock-up Agreement: Restrictions on sale of shares post-exercise - recommended for pre-IPO companies

3. Tax Matters: Detailed tax implications and responsibilities - recommended when complex tax situations apply

What schedules should be included in a Incentive Stock Option Agreement?

1. Notice of Exercise: Form for optionee to exercise options

2. Stock Option Plan: Full text of the company's equity incentive plan

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

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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