This stock option agreement is intended to be used under an equity incentive plan or stock plan. An option agreement grants to the holder of the options a right to purchase stock at a set price sometime in the future. Download this free stock option agreement below.

EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. NOTICE OF STOCK OPTION GRANT. The Shares subject to this Option shall vest according to the following schedule: You may not transfer this Option.

Notwithstanding anything to the contrary anywhere else in this Option Agreement, this grant of an Option is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference.

The rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes of these rules, the Fair Market Value of the Common Stock shall be determined as of the time the option with respect to such stock is granted.

This Option is exercisable as follows: This Option shall be exercisable cumulatively according to the vesting schedule set out in the Notice of Grant. This Option may not be exercised for a fraction of a Share.

What You Need To Know About Vesting Stock - Wealthfront Knowledge

In no event may this Option be exercised after the Expiration Date set forth in the Notice. The Exercise Notice shall state the number of Shares for which the Option is being exercised, and such other representations and agreements with respect to such Shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan.

The Exercise Notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other authorized representative of the Company.

The Exercise Notice shall be accompanied by payment of the Exercise Price, including payment of any applicable withholding tax. No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed.

Error (Forbidden)

Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares. The Company may impose stoptransfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period and these restrictions shall be binding on any transferee of such Shares.

Notwithstanding the foregoing, the day period may be extended for up to such number of additional days as is deemed necessary by the Company or the Managing Underwriter to continue coverage by research analysts in accordance with NASD Rule or any successor rule.

Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: This Option may not be exercised until the Plan has been approved by the stockholders of the Company. If the issuance of Shares upon such exercise or if the method of payment for such Shares would constitute a violation of any applicable federal or state securities or other law or regulation, then the Option may also not be exercised.

The Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation before allowing the Option to be exercised. To the extent that the Option is not vested on the date on which Optionee ceases to be a Service Provider, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate. If Optionee ceases to be a Service Provider as a result of his or her Disability, Optionee may exercise the Option to the extent the Option was vested at the date on which Optionee ceases to be a Service Provider, but only within twelve 12 months from such date and in no event later than the expiration date of the term of this Option as set forth in the Notice of Grant.

To the extent that the Option is not vested at the date on which Optionee ceases to be a Service Provider, or if Optionee does not exercise such Option within the time specified herein, the Option shall terminate. To the extent that the Option is not vested on the date of death, or if the Option is not exercised within the time specified herein, the Option shall terminate.

This Option may not be transferred in any manner except by will or by the laws of descent or distribution. It may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. This Option may be exercised only within the term set out in the Notice of Grant. Optionee hereby agrees that Shares purchased upon the exercise of the Option shall be subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares.

If the Company undergoes an Acquisition, then any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume any Awards outstanding under the Plan or may substitute similar stock awards including an award to acquire the same consideration paid to the stockholders in the transaction for those outstanding under the Plan.

In the event any surviving corporation or entity or acquiring corporation or entity in an Acquisition, or affiliate of such corporation or entity, does not assume such Awards or does not substitute similar stock awards for those outstanding under the Plan, then with respect to i Awards held by participants in the Plan whose status as a Service Provider has not terminated prior to such event, the vesting of such Awards and, if applicable, the time during which such awards may be exercised shall be accelerated and made fully exercisable and all restrictions thereon shall lapse at least ten 10 days prior to the closing of the Acquisition and the Awards terminated if not exercised prior to the closing of such Acquisition and ii any other Awards outstanding under the Plan, such Awards shall be terminated if not exercised prior to the closing of the Acquisition.

For purposes of this Section 13, Tax Liability shall mean any and all liability under non-U. A the grant or exercise of, or any other benefit derived by the Optionee from the Option; B the acquisition by Optionee of the Shares on exercise of the Option; or C the disposal of any Shares acquired upon exercise of the Option.

Optionee shall indemnify and keep indemnified the Company and any of its Subsidiaries from and against any Tax Liability. Also, to the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section A of the Code.

However, there is no guarantee that the IRS will agree with the valuation, and by signing below, you agree and acknowledge that the Company shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the IRS were to determine that this Option constitutes deferred compensation under Section A of the Code.

You should consult with your own tax advisor concerning the tax consequences of such a determination by the IRS. Consideration to the Company. In consideration of the grant of Options by the Company, Optionee agrees to render faithful and efficient services to the Company or any Subsidiary.

Nothing in the Plan or this Agreement shall confer upon Opionee any right to a continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge Optionee, if Optionee is an Employee, or b continue to provide services to the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to terminate the services of Optionee, if Optionee is a Consultant, at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company and Optionee.

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law. Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice to which this Agreement is attached and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties.

Except as contemplated under the Plan, no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith.

In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then i such provision shall be excluded from this Agreement, ii the balance of this Agreement shall be interpreted as if such provision were so excluded and iii the balance of this Agreement shall be enforceable in accordance with its terms.

Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax upon customary confirmation of receipt , or forty-eight 48 hours after being deposited in the U. This Option may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written consent of the Company.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option.

Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

EQUIT INCENTIVE PLAN EXERCISE AGREEMENT.

Stock Option Agreement (1-Year Cliff Vesting) - Washington Mutual Inc. - Sample Contracts and Business Forms

Capitalized terms used herein without definition shall have the meanings given in the Option Agreement. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement. Optionee agrees to abide by and be bound by their terms and conditions. Until the stock certificate evidencing Shares purchased pursuant to the exercise of the Option is issued as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company , no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Shares subject to the Option, notwithstanding the exercise of the Option.

The Company shall issue or cause to be issued such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in the Plan.

Upon such exercise, Optionee shall have no further rights as a holder of the Shares so purchased except the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Optionee shall forthwith cause the certificate s evidencing the Shares so purchased to be surrendered to the Company for transfer or cancellation.

Notice of Proposed Transfer. Exercise of Right of First Refusal. The purchase price shall be determined in accordance with Section 4 a iii hereof. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. Payment of the Purchase Price shall be made, at the option of the Company or its assignee s , in cash by check , by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company or, in the case of repurchase by an assignee, to the assignee , or by any combination thereof within thirty 30 days after receipt of the Notice or in the manner and at the times mutually agreed to by the Company and the Holder.

Exception for Certain Family Transfers. In such case, the transferee or other recipient shall receive and hold the Shares so Transferred subject to the provisions of this Section 4 including the Right of First Refusal and there shall be no further Transfer of such Shares except in accordance with the terms of this Section 4.

Termination of Right of First Refusal. Any transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any Transfer or attempted Transfer of any of the Shares not in accordance with the terms of this Agreement, including the Right of First Refusal provided in this Agreement, shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. In connection with the purchase of the Shares, the Optionee represents to the Company the following. Optionee does not have any present intention to transfer the Shares to any person or entity. Optionee further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.

Optionee further acknowledges and understands that the Company is under no obligation to register the securities. Optionee understands that the certificate s evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

Optionee understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule or Rule , which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of , as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

Notwithstanding this paragraph d , Optionee acknowledges and agrees to the restrictions set forth in paragraph e below. Optionee further understands that in the event all of the applicable requirements of Rule or are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules and are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule or will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Optionee represents that Optionee has consulted any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

Restrictive Legends and StopTransfer Orders. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate s evidencing ownership of the Shares together with any other legends that may be required by state or federal securities laws: The Company shall not be required i to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or ii to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.

Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. The resolution of such a dispute by the Administrator shall be final and binding on the Company and on Optionee.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

The Optionee herewith delivers to the Company the full Exercise Price for the Shares, as well as any applicable withholding tax. The Plan and Option Agreement are incorporated herein by reference. This Agreement, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof.

Optionee represents that he or she has read this Agreement and is familiar with its terms and provisions. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or other administrator of the Plan upon any questions arising under this Agreement. IN WITNESS WHEREOF, this Stock Option Exercise Agreement is deemed made as of the date first set forth above. Any [ GREEN ] highlighted language is intended to be filled in by the user.

Any [ YELLOW ] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Service for more details. This form has been prepared for general informational purposes only.

It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

By registering to download this document, you agree to our Terms of Use. We strongly suggest you have this document customized to your unique situation, because you might require additional clause s to better protect your business from potential legal issues.

We strongly suggest you customize this document to suit you or your client's unique situation. Create your profile today and gain access to free marketing and practice management tools. Once your profile is complete, you will be reviewed for the UpCounsel Marketplace where approved attorneys can find and manage new or existing clients, backed by the UpCounsel guarantee.

If you do not see an email from UpCounsel in the next few minutes, please check your spam box. This will help ensure future email delivery.

Enterprise How It Works Locations Did you know? No need to spend hours finding a lawyer, post a job and get custom quotes from experienced lawyers instantly. View all legal areas. Stock Option Agreement for Equity Incentive Plan Startup Law Resources Employment Law, Human Resources This stock option agreement is intended to be used under an equity incentive plan or stock plan.

Share this document Download for free. NOTICE OF STOCK OPTION GRANT Optionee: In no event may this Option be exercised after the Expiration Date set forth in the Notice 2. Certain Tax Matters 2. In connection with the purchase of the Shares, the Optionee represents to the Company the following 7. Restrictive Legends and StopTransfer Orders 8. Was this document helpful? The Best Lawyers For Less. Content Approved by UpCounsel.

Want High Quality, Transparent, and Affordable Legal Services? Navigation How it Works For Lawyers Free Legal Documents Blog Sitemap.

About The Company Careers Customers Privacy Policy Terms of Service. Contact Visit our Support Center Contact Sales Press. UpCounsel is an interactive online service that makes it faster and easier for businesses to find and hire legal help solely based on their preferences. We are not a law firm, do not provide any legal services, legal advice or "lawyer referral services" and do not provide or participate in any legal representation. Sign up with LinkedIn. Sign up with Google.

Please provide your first name. Please provide your last name. Please provide a valid zip code. Not located in the U. Please provide a city. Select a Country Afghanistan Albania Algeria American Samoa Andorra Angola Anguilla Antigua and Barbuda Argentina Armenia Aruba Australia Austria Azerbaijan Bahrain Bangladesh Barbados Belarus Belgium Belize Benin Bermuda Bhutan Bolivia Bosnia and Herzegovina Botswana Brazil Brunei Darussalam Bulgaria Burkina Faso Burma Burundi Cambodia Cameroon Canada Cape Verde Cayman Islands Central African Republic Chad Chile China Colombia Comoros Congo, Democratic Republic of the Congo, Republic of the Cook Islands Costa Rica Cote d'Ivoire Croatia Cuba Cyprus Czech Republic Denmark Djibouti Dominica Dominican Republic East Timor Ecuador Egypt El Salvador Equatorial Guinea Eritrea Estonia Ethiopia Falkland Islands Islas Malvinas Faroe Islands Fiji Finland France French Guiana French Polynesia French Southern and Antarctic Lands Gabon Georgia Germany Ghana Gibraltar Greece Greenland Grenada Guadeloupe Guam Guatemala Guinea Guinea-Bissau Guyana Haiti Holy See Vatican City Honduras Hong Kong SAR Hungary Iceland India Indonesia Iran Iraq Ireland Israel Italy Jamaica Japan Jordan Kazakhstan Kenya Kiribati Korea, North Korea, South Kuwait Kyrgyzstan Laos Latvia Lebanon Lesotho Liberia Libya Liechtenstein Lithuania Luxembourg Macao Macedonia, The Former Yugoslav Republic of Madagascar Malawi Malaysia Maldives Mali Malta Marshall Islands Martinique Mauritania Mauritius Mayotte Mexico Micronesia, Federated States of Moldova Monaco Mongolia Montserrat Morocco Mozambique Namibia Nauru Nepal Netherlands Netherlands Antilles New Caledonia New Zealand Nicaragua Niger Nigeria Niue Norfolk Island Northern Mariana Islands Norway Oman Pakistan Palau Palestinian Territory Panama Papua New Guinea Paraguay Peru Philippines Pitcairn Islands Poland Portugal Puerto Rico Qatar Romania Russia Rwanda Saint Helena Saint Kitts and Nevis Saint Lucia Saint Pierre and Miquelon Saint Vincent and the Grenadines Samoa San Marino Saudi Arabia Senegal Seychelles Sierra Leone Singapore Slovakia Slovenia Solomon Islands Somalia South Africa Spain Sri Lanka Sudan Suriname Svalbard Swaziland Sweden Switzerland Syria Taiwan Tajikistan Tanzania Thailand The Bahamas The Gambia Togo Tokelau Tonga Trinidad and Tobago Tunisia Turkey Turkmenistan Turks and Caicos Islands Tuvalu Uganda Ukraine United Arab Emirates United Kingdom Uruguay Uzbekistan Vanuatu Venezuela Vietnam Virgin Islands Wallis and Futuna Western Sahara Yemen Zambia Zimbabwe Please provide a country.

Are you a Legal Professional? Yes, I'm an Attorney. No, I'm a client. Email Me this Document Now. Customize This Document to Better Protect You. Ensure You Are Protected. Get Legal Peace of Mind. Want to grow your practice? Learn More Create your profile today and gain access to free marketing and practice management tools. We Are Sending You This Document Now. Send to your friends, partners or attorney. Send a copy to myself. Date of Option Agreement: Exercise Price per Share: Total Number of Shares Granted: