Equity incentive plan template

Subject to Section 19 hereof, the purchase price for Shares repurchased by the Company pursuant to such repurchase right and the rate at which such repurchase right shall lapse shall be determined by the Administrator in its sole discretion, and shall be set forth in the Restricted Stock Purchase Agreement.

Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

Rights as a Stockholder. Once the Restricted Stock is exercised, the purchaser shall have rights equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 hereof.

Changes in Capitalization. Subject to any action required under Applicable Laws by the holders of capital stock of the Company, i the numbers and class of Shares or other stock or securities: x available for future Awards under Section 3 above covered by each outstanding Award, ii the price per Share covered by each such outstanding Option, and iii any repurchase price per Share applicable to Shares issued pursuant to any Award, shall be proportionately adjusted by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization including a recapitalization through a large nonrecurring cash dividend or reclassification of the Shares, subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, change in corporate structure or other similar occurrence.

Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. Dissolution or Liquidation.

In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator. Corporate Transactions. Options Treatment. Notwithstanding the foregoing, in the event such Successor Corporation does not agree to such assumption, substitution or exchange, each such Option shall terminate upon the consummation of the Corporate Transaction.

Acceleration Upon Acquisition. 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.

Time of Granting Awards. The date of grant of an Awards shall, for all purposes, be the date on which the Administrator makes the determination granting such Awards, or such other date as is determined by the Administrator consistent with applicable legal requirements. Notice of the determination shall be given to each Service Provider to whom an Awards is so granted within a reasonable time after the date of such grant. Amendment and Termination of the Plan. Amendment and Termination.

Subject to the requirements of subsection c , the Board may at any time wholly or partially amend, alter, suspend or terminate the Plan. Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan or any Awards shall impair the rights of any Holder, unless mutually agreed otherwise between the Holder and the Administrator, which agreement must be in writing and signed by the Holder and the Company.

Awards may be granted prior to such stockholder approval, provided that such Award shall not be exercisable, shall not vest and the restrictions thereon shall not lapse prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelvemonth period, all Awards previously granted under the Plan shall thereupon be canceled and become null and void. Inability to Obtain Authority. Reservation of Shares.

The Company, during the term of the Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. Repurchase Provisions. Rules Particular To Specific Countries.

For purposes of this Section 20, Tax Liability shall mean any and all liability under non-U. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Service Providers who are tax residents of a particular country other than the United States may be subject to an addendum to the Plan in the form of an Appendix.

To the extent that the terms and conditions set forth in an Appendix conflict with any provisions of the Plan, the provisions of the Appendix shall govern.

The adoption of any such Appendix shall be pursuant to Section 15 above. Conditions To Exercise. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if A the issuance of the shares upon the exercise or acquisition of stock under the applicable Awards has been registered under a then currently effective registration statement under the Securities Act or B as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under then applicable securities laws.

The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock. Governing Law.

The validity and enforceability of the Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law.

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.

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If you do not see an email from UpCounsel in the next few minutes, please check your spam box. Add: noreply upcounsel. This will help ensure future email delivery. Equity Incentive Plan Startup Law Resources Incorporate Employment Law, Human Resources An equity incentive plan allows the company to issue restricted and grant stock options to employees, advisors and consultants. Share this document Download for free.

Need to connect with a business formation lawyer near you? Most attorneys on UpCounsel offer free consultations. Get a Free Consultation. As used herein, the following definitions shall apply: 2.

If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be the closing sales price for a share of such stock or the closing bid, if no sales were reported as quoted on such exchange or system for such date, or if no bids or sales were reported for such date, then the closing sales price or the closing bid, if no sales were reported on the trading date immediately prior to such date during which a bid or sale occurred, in each case, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 2.

If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for a share of the Common Stock on such date, or if no closing bid and asked prices were reported for such date, the date immediately prior to such date during which closing bid and asked prices were quoted for such Common Stock, in each case, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 2.

Administration of the Plan 4. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by Applicable Laws, the Board may authorize one or more officers of the Company to make Awards under the Plan to Employees and Consultants who are not subject to Section 16 of the Exchange Act within parameters specified by the Board 4.

Subject to the provisions of the Plan and the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its sole discretion: 4. All elections by Holders to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; 4.

Limitations 6. Option Exercise Price and Consideration 9. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following: 9.

In the case of an Incentive Stock Option 9. Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate 9. Exercise of Option All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, his or her office or such other authorized representative of the Company: The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option; The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop transfer notices to agents and registrars; Upon the exercise of all or a portion of an unvested Option pursuant to Section 10 h hereof, a Restricted Stock Purchase Agreement in a form determined by the Administrator and signed by the Holder or other person then entitled to exercise the Option or such portion of the Option; and The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions: The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; The completion of any registration or other qualification of such Shares under any state or federal law, or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Administrator shall, in its sole discretion, deem necessary or advisable; The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its sole discretion, determine to be necessary or advisable; The lapse of such reasonable period of time following the exercise of the Option as the Administrator may establish from time to time for reasons of administrative convenience; and Restricted Stock Corporate Transactions Amendment and Termination of the Plan Rules Particular To Specific Countries Was this document helpful?

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Company Name. How It Works Create your document Answer a few simple questions to make your document in minutes. Making an Equity Incentive Plan. What is an Equity Incentive Plan? Use the Equity Incentive Plan document if: You're about to offer company shares to your employees.

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