Option To Purchase Shares Agreement Template for Denmark

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Option To Purchase Shares Agreement

I need an Option To Purchase Shares Agreement under Danish law for our tech startup, granting our senior developers the right to purchase up to 2% of company shares each, with a 3-year vesting period starting March 2025 and including good/bad leaver provisions.

What is a Option To Purchase Shares Agreement?

The Option To Purchase Shares Agreement is a crucial document in Danish corporate practice, used to formalize arrangements where parties are granted the right to acquire shares in a company under specific conditions. This document is commonly employed in various scenarios, including employee incentive schemes, investment arrangements, and strategic partnerships. The agreement must comply with Danish law, particularly the Danish Companies Act (Selskabsloven), the Capital Markets Act, and relevant tax legislation. It typically contains detailed provisions regarding the option terms, exercise mechanisms, vesting schedules (if applicable), and various protective clauses. The document is especially relevant in start-up environments, employee retention strategies, and corporate investment structures, where it serves as a tool for aligning interests between the company and potential shareholders while ensuring legal compliance and protection for all parties involved.

What sections should be included in a Option To Purchase Shares Agreement?

1. Parties: Identification of the grantor of the option (typically the company) and the option holder

2. Background: Context of the option grant, including company information and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including technical and financial definitions

4. Grant of Option: Details of the option grant, including number of shares, type of shares, and any conditions precedent

5. Exercise Price: Specification of the price at which shares can be purchased and any price adjustment mechanisms

6. Exercise Period: Timeframe during which the option can be exercised, including vesting schedule if applicable

7. Exercise Procedure: Process and requirements for exercising the option, including notice requirements and payment methods

8. Nature of Shares: Description of the rights attached to the shares when issued, including any restrictions

9. Transferability: Restrictions on transfer of the option rights and/or shares once acquired

10. Termination: Circumstances under which the option agreement can be terminated and consequences

11. Taxes and Costs: Allocation of tax liabilities and transaction costs

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for formal communications between parties

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

What sections are optional to include in a Option To Purchase Shares Agreement?

1. Employment Relationship: Required when options are granted as part of employment compensation, addressing impact of employment termination

2. Good Leaver/Bad Leaver: Provisions defining treatment of options based on circumstances of employment termination

3. Drag-Along Rights: Rights forcing option holders to join in sale of company, relevant for privately held companies

4. Tag-Along Rights: Rights allowing option holders to join in sale of company shares, relevant for privately held companies

5. Anti-dilution Protection: Provisions protecting option holder from dilution through share issues or corporate restructuring

6. Change of Control: Special provisions triggered by change in company ownership or control

7. Securities Law Compliance: Required for public companies or when compliance with specific securities regulations is needed

8. Board Approval Requirements: Required when exercise of options requires specific corporate approvals

What schedules should be included in a Option To Purchase Shares Agreement?

1. Option Certificate: Formal certificate documenting the grant of options

2. Exercise Notice: Template form for exercising the option

3. Deed of Adherence: Form for option holder to agree to company's shareholders' agreement upon exercise

4. Vesting Schedule: Detailed schedule of vesting dates and conditions if applicable

5. Shareholders' Agreement: Key terms of existing shareholders' agreement that will apply post-exercise

6. Company's Articles of Association: Current articles of association affecting the shares

7. Valuation Methodology: Agreed method for determining fair market value if relevant to exercise price

Authors

Alex Denne

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

alex.den.21@genieai.co

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