The Share Option Agreement is a critical document used by Canadian companies to grant stock options to employees, directors, consultants, or other eligible individuals. It serves as a formal contract that outlines the rights and obligations of both the company and the option holder, detailing specific terms such as the number of shares, exercise price, vesting schedule, and exercise conditions. This agreement must comply with Canadian federal and provincial securities laws, corporate regulations, and tax requirements, particularly the Income Tax Act provisions regarding stock option benefits. Companies typically use this agreement as part of their compensation and retention strategy, enabling them to align stakeholder interests with company performance while maintaining compliance with Canadian regulatory frameworks. The document includes necessary provisions for different scenarios such as termination of employment, change of control, and share capital adjustments.
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1. Parties: Identification of the company granting the options and the option holder
2. Background: Context of the option grant, relationship between parties, and reference to any option plan
3. Definitions: Key terms used throughout the agreement including Option Shares, Exercise Price, Grant Date, Expiry Date, etc.
4. Grant of Option: Specific details of the option grant including number of shares, exercise price, and grant date
5. Vesting Schedule: Timeline and conditions under which options become exercisable
6. Exercise of Options: Process and requirements for exercising options, including payment methods and notice requirements
7. Term and Expiration: Duration of the option grant and circumstances of expiration
8. Restrictions on Transfer: Limitations on transferability of options and option shares
9. Termination of Service: Impact of employment/service termination on options
10. Compliance with Laws: Requirements for compliance with securities laws and other regulations
11. Tax Matters: Tax obligations and responsibilities of both parties
12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Change of Control Provisions: Include when specific provisions are needed for corporate transactions or change in ownership
2. Lock-up Agreement: Include for pre-IPO companies or when trading restrictions are required
3. Shareholder Rights: Include when specifying voting rights, dividend rights, or other shareholder privileges
4. Non-Competition and Confidentiality: Include when additional restrictive covenants are required
5. Market Standoff: Include for companies planning public offering
6. Drag-Along Rights: Include when majority shareholders need ability to force option holders to join in sale
7. International Provisions: Include when option holder is in different jurisdiction
8. Cashless Exercise Provisions: Include when allowing exercise without cash payment
1. Notice of Exercise: Form to be completed when exercising options
2. Option Plan: Copy or summary of the company's stock option plan
3. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions
4. Shareholders' Agreement: Agreement that option holder must sign upon exercise
5. Tax Election Forms: Relevant tax forms including Section 85(h) election form
6. Consent of Spouse: Spouse's acknowledgment and consent where required by law
7. Board Resolution: Copy of board resolution approving option grant
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Manufacturing
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Energy
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Retail
Telecommunications
Software
Consulting
E-commerce
Media and Entertainment
Relevant Teams
Legal
Human Resources
Finance
Executive Leadership
Board of Directors
Corporate Governance
Compensation
Administrative
Investor Relations
Relevant Roles
CEO
CFO
General Counsel
HR Director
Compensation Manager
Corporate Secretary
Board Member
Employee
Consultant
Executive Officer
Senior Manager
Department Head
Vice President
Chief Technology Officer
Chief Operating Officer
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