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Share Option Agreement
"I need a Share Option Agreement under Austrian law for our Series B startup to grant options to senior software developers, with 4-year vesting starting March 2025 and good/bad leaver provisions for a private company."
1. Parties: Identification of the company granting options and the option holder
2. Background: Context of the option grant, relationship between parties, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Option: Details of the option grant including number of shares, class, and exercise price
5. Vesting Schedule: Timing and conditions under which options become exercisable
6. Exercise Period: Time frame during which options can be exercised and process for exercise
7. Payment Terms: Methods and requirements for paying the exercise price
8. Taxation: Tax obligations and responsibilities of both parties
9. Transferability Restrictions: Limitations on transfer of options and shares
10. Termination: Consequences of termination of employment/relationship on options
11. Representations and Warranties: Key statements and guarantees by both parties
12. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
1. Change of Control Provisions: Include when protection in case of company sale or merger is needed
2. Shareholders' Agreement Compliance: Include when option holder must adhere to existing shareholders' agreement
3. Market Abuse Regulations: Include for listed companies to address insider trading regulations
4. Good/Bad Leaver Provisions: Include when different treatment applies based on circumstances of leaving
5. Tag-Along Rights: Include when option holders should have right to join in sale of company
6. Drag-Along Obligations: Include when option holders can be forced to sell in case of company sale
7. Employee-Specific Provisions: Include when options are part of employee compensation
8. Confidentiality Obligations: Include when specific confidentiality terms are needed beyond standard provisions
1. Option Certificate: Form of certificate evidencing the option grant
2. Exercise Notice: Template form for exercising options
3. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions
4. Shareholders' Agreement: Copy or key terms of existing shareholders' agreement
5. Company Articles: Relevant excerpts from company's articles of association
6. Tax Calculations: Examples of tax implications and calculations
7. Share Valuation: Method and basis for share valuation
8. Acceptance Form: Form for accepting the option grant and terms
Authors
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Biotechnology
E-commerce
Software Development
Consulting
Real Estate
Energy
Telecommunications
Start-ups
Scale-ups
Legal
Human Resources
Finance
Executive
Compliance
Corporate Governance
Compensation & Benefits
Board
Company Secretariat
CEO
CFO
General Counsel
HR Director
Company Secretary
Legal Counsel
HR Manager
Compensation Manager
Board Member
Managing Director
Finance Director
Compliance Officer
Chief Operating Officer
Head of People
Equity Plan Administrator
Corporate Lawyer
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