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Stock Option Purchase Agreement Template for United States

A Stock Option Purchase Agreement is a legal contract governed by U.S. federal and state securities laws that establishes the terms and conditions under which a company grants stock options to an individual. The agreement details the number of shares, exercise price, vesting schedule, and exercise terms, while ensuring compliance with SEC regulations, tax laws, and relevant state statutes. It serves as the primary document governing the option holder's rights and obligations regarding their equity compensation.

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What is a Stock Option Purchase Agreement?

The Stock Option Purchase Agreement is a crucial document used when companies want to provide equity incentives to employees, consultants, or other service providers. This agreement, subject to U.S. federal and state securities laws, outlines the complete terms of option grants, including key elements such as exercise price, vesting conditions, and exercise procedures. It's particularly important for startups and growing companies that use equity compensation as a tool for attracting and retaining talent. The agreement must comply with various regulations, including SEC rules, tax laws (particularly IRC 409A), and state-specific requirements.

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

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

2. Background: States the company's stock option plan and intention 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 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 options and circumstances of termination

8. Transferability Restrictions: Limitations on transfer of options and shares

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

1. Change in Control Provisions: Terms applying in case of company sale or merger - used for companies considering potential exit events

2. Tax Matters: Specific tax treatment and obligations - used when specific tax elections or clarifications are needed

3. Lock-up Agreement: Restrictions on sale during IPO period - used for companies planning public offering

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

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

1. Notice of Exercise Form: Standard form for exercising options

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

3. Stockholder Agreements: Referenced agreements affecting option shares

4. Tax Election Forms: Required tax forms (e.g., 83(b) election)

5. Stock Option Plan: Copy or summary of the governing 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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