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Advisor Stock Option Agreement Template for England and Wales

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Key Requirements PROMPT example:

Advisor Stock Option Agreement

"I need an Advisor Stock Option Agreement for our UK-based fintech startup, granting 10,000 options to a senior industry advisor with quarterly vesting over 2 years starting March 2025, including accelerated vesting provisions in case of company sale."

Document background
The Advisor Stock Option Agreement is a crucial document used when companies wish to align advisor interests with company success through equity compensation. Under English and Welsh law, this agreement sets out the framework for granting stock options to advisors who provide valuable expertise and guidance to the company. It typically includes detailed provisions about option vesting, exercise conditions, and termination scenarios, while ensuring compliance with UK securities regulations and tax laws. This document is particularly important for startups and growing companies that want to attract and retain high-quality advisors without significant cash compensation.
Suggested Sections

1. Parties: Identifies the company and the advisor receiving options

2. Background: Context of the advisory relationship and option grant

3. Definitions: Key terms used throughout the agreement including Share Options, Exercise Price, Vesting Date, etc.

4. Grant of Option: Details of the option grant including number of shares and exercise price

5. Vesting Schedule: Timing and conditions for option vesting

6. Exercise of Option: Process and conditions for exercising options

7. Termination Provisions: What happens to options upon termination of advisory relationship

8. Taxation: Tax obligations and responsibilities related to the options

9. Confidentiality: Obligations regarding confidential information

10. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

Optional Sections

1. Change of Control Provisions: Acceleration or special terms in case of company sale or IPO

2. Tax Indemnity: Specific provisions regarding advisor's responsibility for tax obligations

3. Non-Competition Clause: Restrictions on advisor's competitive activities during and after the advisory relationship

4. Drag and Tag Rights: Rights and obligations in case of sale of company shares

5. Market Standoff Agreement: Restrictions on sale of shares during and after IPO

Suggested Schedules

1. Schedule 1: Option Certificate: Formal documentation of option grant details including number of shares and exercise price

2. Schedule 2: Exercise Notice: Template form for exercising options

3. Schedule 3: Vesting Schedule: Detailed breakdown of vesting timeline and milestones

4. Schedule 4: Articles of Association Extract: Relevant sections of the company's articles relating to share options

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

Relevant legal definitions

































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share capital provisions, directors' duties, company administration requirements, and share issuance/transfer regulations

Financial Services and Markets Act 2000 (FSMA): Regulates financial services industry, including financial promotion rules, securities regulations, and investment restrictions

Employment Rights Act 1996: Although primarily for employees, may be relevant if advisor relationship could be interpreted as employment-like

Income Tax Act 2007 and Corporation Tax Act 2009: Governs tax treatment of share options, EMI schemes, and capital gains tax implications

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005: Specific regulations regarding the promotion of financial instruments

Articles of Association: Company's constitutional document that must be checked for compliance regarding share issues

European Union Retained Law: Post-Brexit retained EU regulations relevant to securities and financial instruments

Market Abuse Regulation (UK MAR): Regulations preventing market abuse, particularly relevant if company is listed or planning to list

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and protection of personal data of the advisor

Common Law Principles: Fundamental principles including contract law, fiduciary duties, and confidentiality obligations

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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