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Stock Option Purchase Agreement

Stock Option Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Stock Option Purchase Agreement

"I need a Stock Option Purchase Agreement for our tech startup in Manila, granting 10,000 options to our new Chief Technology Officer with a 4-year vesting period starting March 1, 2025, and including special provisions for acceleration upon company sale."

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Document background
The Stock Option Purchase Agreement serves as a crucial instrument in Philippine corporate practice for companies looking to offer equity-based incentives to employees, executives, or other stakeholders. This document is typically used when a company wishes to grant options to purchase shares at a predetermined price, usually as part of compensation packages or strategic partnerships. It must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant SEC regulations. The agreement includes detailed provisions on option terms, exercise procedures, vesting schedules, and regulatory compliance requirements specific to the Philippine jurisdiction. It's particularly important for companies seeking to attract and retain talent, align interests with key stakeholders, or create long-term incentive structures while maintaining compliance with local corporate and securities laws.
Suggested Sections

1. Parties: Identification of the company granting the options and the option holder

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Key terms used throughout the agreement including 'Option', 'Exercise Price', 'Shares', etc.

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

5. Exercise Period: Timeframe during which the option can be exercised and any vesting conditions

6. Exercise Procedure: Process and requirements for exercising the options

7. Payment Terms: Methods and requirements for payment upon exercise of options

8. Regulatory Compliance: Compliance with Philippine securities laws and SEC requirements

9. Representations and Warranties: Standard declarations by both parties regarding capacity and authority

10. Taxation: Tax obligations and responsibilities of both parties under Philippine tax laws

11. Transferability: Restrictions on transfer of options and any right of first refusal provisions

12. Termination: Circumstances under which the options may be terminated or expire

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction

14. Execution: Signature blocks and execution requirements

Optional Sections

1. Employment Relationship: Required when options are part of employee compensation, defining relationship between employment and options

2. Change of Control Provisions: Include when protection is needed for option holder in case of company sale or merger

3. Shareholders' Agreement Compliance: Include when option exercise must align with existing shareholders' agreement

4. Non-Competition and Confidentiality: Add for employee options where additional protective covenants are desired

5. Tag-Along Rights: Include when option holders should have rights to join in sale of company shares

6. Drag-Along Rights: Include when company needs right to force option holders to join in sale

7. Anti-Dilution Provisions: Include when protection against share dilution is needed

8. Corporate Governance Rights: Add when option holders should have specific voting or board representation rights upon exercise

Suggested Schedules

1. Schedule A - Option Certificate: Formal certificate detailing the specific option grant terms

2. Schedule B - Notice of Exercise: Template form for exercising the options

3. Schedule C - Vesting Schedule: Detailed breakdown of vesting dates and conditions

4. Schedule D - Shareholders' Agreement: Copy or summary of relevant shareholders' agreement provisions

5. Schedule E - Company Information: Key corporate information and share capital structure

6. Appendix 1 - SEC Compliance Checklist: List of requirements under Philippine securities regulations

7. Appendix 2 - Tax Computation Guide: Guide for calculating relevant taxes under Philippine law

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


































Clauses


































Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Retail

Healthcare

Telecommunications

Real Estate

Energy

E-commerce

Start-ups

Consulting

Media and Entertainment

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Secretariat

Executive Management

Board of Directors

Compensation

Tax

Corporate Governance

Employee Benefits

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Human Resources Director

Legal Counsel

Compliance Officer

Corporate Secretary

Board Member

Compensation Committee Member

Finance Manager

HR Manager

Employee Benefits Manager

Stock Plan Administrator

Executive Director

Senior Vice President

Department Head

General Counsel

Tax Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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