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Stock Option Agreement Private Company Template for Germany

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Key Requirements PROMPT example:

Stock Option Agreement Private Company

"I need a Stock Option Agreement Private Company for our German tech startup to grant options to our new CTO, with a 4-year vesting period starting March 2025 and including both performance-based acceleration clauses and standard good leaver/bad leaver provisions."

Document background
The Stock Option Agreement Private Company is a crucial document used in German private companies to grant equity incentives to key individuals, typically as part of compensation or incentive packages. This agreement is particularly important in the German business context, where specific legal requirements under the GmbH-Gesetz and other relevant corporate and tax laws must be met. The document outlines the complete framework for option grants, including vesting schedules, exercise procedures, and share transfer restrictions. It's commonly used for talent attraction and retention, especially in growth-stage companies, and must account for German-specific considerations such as works council rights, tax implications, and corporate approval requirements. The agreement serves as both a legal instrument and a strategic tool for aligning interests of option holders with company objectives while ensuring compliance with German regulatory requirements.
Suggested Sections

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

2. Background: Context of the option grant, relationship between parties, and reference to any relevant corporate approvals

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

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

5. Vesting Schedule: Timeline and conditions for when options become exercisable

6. Exercise Procedure: Process and requirements for exercising options, including payment methods and notice requirements

7. Term and Expiration: Duration of the option grant and circumstances leading to expiration

8. Taxation: Tax obligations and responsibilities of both parties under German tax law

9. Transferability Restrictions: Limitations on the transfer of options and resulting shares

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

11. Confidentiality: Obligations to maintain confidentiality of agreement terms and company information

12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

1. Employment Relationship: Additional terms specific to employee option holders, used when options are part of employment compensation

2. Good Leaver/Bad Leaver Provisions: Consequences of different types of employment termination on options, included when granted to employees

3. Share Classes and Rights: Detailed provisions about share classes and associated rights, needed when company has multiple share classes

4. Tag-Along Rights: Rights of option holders to participate in sale of company shares, included for key employees or investors

5. Drag-Along Obligations: Obligations to participate in company sale, included when company wants to ensure clean exits

6. Works Council Approval: Reference to works council approval if required under German law for employee participation schemes

7. Performance Conditions: Additional vesting conditions tied to performance metrics, used for performance-based options

Suggested Schedules

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

2. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions

3. Shareholders' Agreement: Key terms of the shareholders' agreement that will apply upon exercise

4. Corporate Approvals: Copies of relevant board and shareholder resolutions

5. Tax Treatment Summary: Overview of tax implications and filing requirements

6. Fair Market Value Calculation: Methodology for determining share fair market value

7. Company Articles of Association: Current articles of association referenced in the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

E-commerce

Software Development

Biotechnology

Consulting

Real Estate

Renewable Energy

Digital Media

Telecommunications

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation & Benefits

Operations

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Senior Software Engineer

Product Manager

Sales Director

Head of Operations

Senior Manager

Department Director

Vice President

Managing Director

Key Account Manager

Research Scientist

Legal Counsel

Human Resources Director

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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