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Option Agreement Shares
"I need an Option Agreement (Shares) for our Irish tech startup to grant stock options to our new CTO, with a 4-year vesting period starting March 2025 and including good leaver/bad leaver provisions."
1. Parties: Identifies the company granting the options and the option holder(s)
2. Background: Sets out the context of the agreement and the company's authority to grant options
3. Definitions: Defines key terms used throughout the agreement, including Option Period, Exercise Price, and Shares
4. Grant of Option: Details of the option grant, including number of shares, class, and exercise price
5. Option Period: Specifies the duration of the option and any vesting conditions
6. Exercise of Option: Procedures and conditions for exercising the option
7. Payment and Issue of Shares: Terms for payment of the exercise price and mechanism for share issuance
8. Lapse of Option: Circumstances under which the option may lapse or be terminated
9. Taxation: Tax obligations and responsibilities of both parties
10. Transferability: Restrictions on transfer or assignment of the option rights
11. Adjustments: Provisions for adjusting option terms in case of corporate events
12. Notices: Requirements for formal communications between parties
13. Governing Law: Confirms Irish law as governing law and jurisdiction
14. Entire Agreement: Standard boilerplate confirming this as the complete agreement
1. Employment Relationship: Required if options are linked to employment status - defines impact of employment termination
2. Change of Control: Add if specific provisions needed for company sale or merger scenarios
3. Good Leaver/Bad Leaver: Include if different treatment applies based on circumstances of employment termination
4. Drag-Along/Tag-Along: Include for private companies where share transfer restrictions are important
5. Competition and Confidentiality: Add if additional restrictive covenants are required
6. Market Abuse Regulations: Required for listed companies to address insider trading concerns
7. Shareholders' Agreement: Include if optionholder must adhere to existing shareholders' agreement upon exercise
1. Option Certificate: Formal certificate detailing the option grant terms
2. Notice of Exercise: Template form for exercising the option
3. Deed of Adherence: If required to adhere to shareholders' agreement upon exercise
4. Company Constitution Extracts: Relevant provisions from the company's constitution regarding share issues
5. Tax Election Forms: Required forms for tax purposes under Irish law
6. Vesting Schedule: Detailed breakdown of vesting dates and conditions if applicable
7. Share Valuation: Independent valuation of shares for option pricing (if required)
Authors
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Retail
Telecommunications
Software Development
Biotechnology
E-commerce
Consulting
Real Estate
Media and Entertainment
Energy
Construction
Legal
Human Resources
Finance
Executive Leadership
Corporate Governance
Compensation and Benefits
Tax
Company Secretariat
Compliance
Employee Relations
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Legal Counsel
Company Secretary
Chief Operating Officer
Board Member
Finance Manager
HR Manager
Compensation and Benefits Manager
General Counsel
Corporate Lawyer
Employment Lawyer
Tax Director
Equity Compensation Administrator
Senior Executive
Department Head
Key Employee
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