Employee Stock Option Plan

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									This form should be used by companies that desire to incentivize their employees
through stock ownership. Employee stock ownership ties the employee’s financial
interests to overall company performance. The agreement grants an employee an
option to purchase company stock at a set price and according to a specified vesting
schedule. This document contains standard clauses commonly used in these types of
agreements, but can be customized to ensure the specific terms of the parties’
agreement are addressed.
                                  Employee Stock Option Plan
        __________________ [insert name of company]: Employee Stock Option Plan

On _________________ [insert date], the Board of Directors for _________________
(“Company”) passed a resolution establishing the terms of the Employee Stock Option Plan
(the “Plan”) of the corporation; the intent of the Plan being to foster employee relations, to
encourage and assist its employees and the employees of its affiliates (including officers and
directors who are employees) in acquiring a share ownership interest, and to help them
provide for their future security by issuing incentive stock options pursuant to the laws of the
Internal Revenue Code.

No more than _________________ number of shares shall be made subject to options under
the Plan.

Appointment of Committee: A committee called _________________ (“Committee”) shall
administer the Plan. The Board of Directors shall appoint the Committee
members_________________, and the number of Committee members shall be
_________________. The Committee shall only consist of employees who are not eligible to
take part in the Plan.

Duties of Committee: The duties and responsibilities of the Committee shall consist of the
following:
     (i)    Determine which employees are eligible to partake in the Plan.
     (ii)   Establish the rules for administering the Plan.
     (iii) Meet as a group as often as is reasonably necessary to properly perform its
            responsibilities.
     (iv) Seek necessary legal and accounting services for the Plan.
     (v)    The Committee may require an employee to provide evidence of the legality of
            the exercise of the option.
     (vi) ______________________________________________________
     (vii) ______________________________________________________
[insert any additional responsibilities]


Terms of Options: The Committee, in its sole discretion, may grant options to eligible
employees subject to the following conditions:

         (a) Option price. The option price shall be ________ percent of the fair market value
         of the shares of the Company on the date of the granting of the option, which fair
         market value shall be the last traded price of such shares on the date of the execution
         of the stock option, or, if there has been no sale of such shares on such Exchange on
         that date, then the closing price of such stock on such Exchange on the last preceding
         business day on which such stock was traded.

         (b) Exercise of option. The option shall expire _________________ months from the

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         date such option is granted. The option may be exercised in whole at any time, or in
         part from time to time, during its term, by written notice of exercise served upon the
         Company, specifying the number of shares in respect of which the option is being
         exercised, accompanied by payment to the Company of the purchase price for the
         shares so specified. The option shall be deemed to have been duly and fully exercised
         in respect of the shares specified in any such notice of exercise, upon the due service
         of such notice by registered mail in the manner herein specified for the service of
         notices hereunder, and the completion of payment in full as set forth above.

         (c) Payment. The purchase price for shares purchased upon each exercise of the
         option shall be paid in cash in full.

         (d) Rights as a stockholder. The employee shall not be, nor have any of the rights or
         privileges of, a shareholder of the corporation in respect of any of the shares issuable
         upon the option granted him, unless and until certificates representing such shares
         have been purchased by, or issued to, him; and he shall have no right to any dividend,
         distribution, or other right upon the optioned shares, and no right to subscribe for or
         purchase shares or other securities of the Company.

         (e) Changes in capitalization. In the event that, prior to the delivery by the Company
         of all of the shares covered by the option, there shall be any increase or reduction
         (without the Company's receiving compensation therefor in money, services, or
         property) in the number of its shares outstanding, by reason of any one or more share
         dividends or split-offs or other readjustments, or in the event that the outstanding
         shares of the Company shall be exchanged for securities of the Company, or another
         corporation by reason of any merger, consolidation, or other recapitalization, or in the
         event of any other material change in the capital structure of the Company by reason
         of any reclassification, reorganization, recapitalization, or otherwise, there shall be a
         proportionate and equitable adjustment of the terms of the option with respect to the
         amount and class of shares remaining subject to the option and the purchase price to
         be paid therefor, as follows: in the event that the outstanding shares of the Company
         shall be exchanged for other security of the Company or of another corporation, the
         employee shall be entitled to purchase, pursuant to his or her option, such number of
         shares or amount of other securities of the Company or of such other corporation as
         were exchangeable for the number of shares of the Company which the employee
         would have been entitled to purchase except for such action, and the cash
         consideration payable per share shall be proportionately and equitably adjusted in the
         discretion of the Company's Board of Directors; and in the event of any other material
         change in the capital structure of the Company, or if, in any of the events hereinabove
         specified, the Board of Directors of the Company shall be of the opinion that the
         foregoing provisions will not effect an equitable and proportionate adjustment of the
         terms of the option with respect to the amount and class of shares remaining subject
         thereto and the purchase price to be paid therefor, there shall be such other or further
         adjustments in the terms of the option as shall be necessary in the opinion of the
         Company's Board of Directors to effectuate an equitable and proportionate
         adjustment in any such event of the terms of the option in such respects.


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         (f) Nonassignability. The option shall be nonassignable and nontransferable by the
         employee other than by will or the laws of descent and distribution, and shall be
         exercisable during his lifetime only by him.

         (g) Death or termination of employment. If the employee shall die before exercising
         his option in full, the legal representative of his estate may, within six months after
         the employee’s death or before the expiration date of his option (whichever shall be
         the earlier) exercise his option as to all or a part of the shares as to which such option
         has not been exercised at the time of his death, by written notice of exercise served
         upon the Company, specifying the number of shares in respect of which such option
         is being exercised, accompanied by the payment to the Company in cash of the full
         purchase price for the shares so specified. If any employee’s employment by the
         Company is terminated, for any reason, other than death of the employee, before his
         option has been fully exercised, such employee may, within 30 days after the
         termination of his employment or before the expiration date of his option (whichever
         shall be the earlier), exercise his option as to all or a part of the shares as to which
         such option has not then been exercised, by written notice of exercise served upon the
         Company specifying the number of shares in respect of which the option is being
         exercised, accompanied by payment to the Company in cash of the full purchase price
         for the shares so specified. If, in any such case of death or termination of
         employment, such option is not so exercised as, and within the time, above provided,
         or if it is so exercised as to a portion only of the shares covered by the option, then
         such option shall forthwith terminate as to any then unexercised portion thereof.

         (h) Ratification. No option shall be granted under the Plan unless, upon the
         submission of the Plan to the shareholders of the Company at their next annual
         meeting for their approval (and the Plan shall be so submitted), a majority of the
         shareholders of the Company present in person or by proxy at such meeting shall
         approve the Plan.

         (i) No obligation to exercise option. The granting of an option shall impose no
         obligation upon the employee to exercise such option.

         (j) Number of shares. Each option shall state the total number of shares to which it
         pertains.


Board of Directors: The Board of Directors of Company, in its sole discretion, may review
all the actions of the Committee, provided however that the Committee may not increase the
number of options granted to an employee or grant options to employees who were not
selected by the Committee. The Board of Directors may at any time discontinue the Plan,
change the number of shares that may be sold under the Plan, and change the requirements
for eligibility in the Plan.




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Indemnification: The Company shall indemnify all members of the Committee to the full
extent of the law for their actions, so long as the actions are made in good faith.

Continuance of employment. Nothing herein contained shall be deemed to create any
limitation or restriction upon such rights as the Company would otherwise have to terminate
the employment of any purchasing employee at any time for any reason or for no reason.

Application of funds. The proceeds received by Company from the sale of its shares pursuant
to the Plan, except as otherwise provided herein, will be used for general corporate purposes.

No fractional shares. No fractional shares shall be purchasable or issuable under the Plan,
either directly or upon the exercise of an option.


Dated: ___________________


Company             ______________________________________
By                  ______________________________________
Its                 ______________________________________


______________________________________
Attest: Secretary




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