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Stock Option Exercise Agreement for the United States

Stock Option Exercise Agreement Template for United States

A Stock Option Exercise Agreement is a legal document used in the United States that formalizes the process of an option holder exercising their stock options to purchase company shares. The agreement outlines the terms of exercise, including the number of shares being purchased, the exercise price, payment method, and tax implications. It ensures compliance with U.S. securities laws, tax regulations, and corporate requirements while protecting both the company's and option holder's interests.

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Stock Option Exercise Agreement

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What is a Stock Option Exercise Agreement?

The Stock Option Exercise Agreement serves as the formal documentation when an option holder decides to exercise their right to purchase company shares under a stock option grant. This agreement is commonly used in the United States when employees, directors, or consultants choose to convert their stock options into actual share ownership. The document includes essential details such as the number of shares being purchased, exercise price, payment terms, tax acknowledgments, and various representations and warranties. It ensures compliance with SEC regulations, state securities laws, and applicable tax requirements, particularly IRC Sections 409A and 422 for different types of stock options.

What sections should be included in a Stock Option Exercise Agreement?

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

2. Background: Reference to original option grant and exercise decision

3. Definitions: Key terms including Option, Exercise Price, Shares, Plan

4. Exercise Details: Number of shares, exercise price, and payment method

5. Tax Obligations: Acknowledgment of tax responsibilities and withholding requirements

6. Representations and Warranties: Option holder's confirmations regarding investment intent and understanding of restrictions

7. Compliance with Laws: Confirmation of securities law compliance

What sections are optional to include in a Stock Option Exercise Agreement?

1. Lock-up Agreement: Restrictions on share sales, typically included for pre-IPO companies

2. Right of First Refusal: Company's right to purchase shares before sale to third party, typically for private companies

3. Spouse Consent: Spouse's acknowledgment of restrictions, required in community property states

What schedules should be included in a Stock Option Exercise Agreement?

1. Exercise Form: Detailed form specifying exercise elections and payment method

2. Tax Election Form: Section 83(b) election form if applicable

3. Copy of Option Grant: Original option grant agreement reference

4. Stockholder Agreements: Any applicable shareholder agreements that option holder must execute

Authors

Alex Denne

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

Jurisdiction

United States

Document Type

Stock Agreement

Cost

Free to use
Clauses





























Industries

Securities Act of 1933: Primary federal legislation governing the issuance of securities, requiring registration of securities offerings and establishing anti-fraud provisions

Securities Exchange Act of 1934: Federal law governing secondary trading of securities and establishing the SEC, relevant for public company stock options

State Blue Sky Laws: State-specific securities regulations that may affect the issuance and exercise of stock options within particular states

IRC Section 409A: Internal Revenue Code section governing deferred compensation, including stock options, with specific requirements for exercise price and timing

IRC Section 422: Regulations specific to Incentive Stock Options (ISOs), including holding periods and exercise price requirements

IRC Section 83: Tax provisions governing non-qualified stock options and timing of taxation upon exercise

Alternative Minimum Tax: Tax consideration particularly relevant for ISO exercises, as exercise may trigger AMT liability

Delaware General Corporation Law: Foundational corporate law for Delaware corporations, affecting stock issuance and option grants

ERISA: Employee Retirement Income Security Act, which may apply to certain equity compensation arrangements

Exchange Rules: NYSE/NASDAQ requirements for listed companies regarding equity compensation and option grants

Equity Incentive Plan: Company's underlying plan document that authorizes and governs the issuance of stock options

Sarbanes-Oxley Act: Corporate governance requirements affecting public companies' equity compensation practices

Dodd-Frank Act: Additional regulatory requirements affecting executive compensation and equity awards in public companies

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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