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Employee Stock Option Plan (ESOP) Agreement template
Employee Stock Option Plan (ESOP) Agreement sample

What is Employee Stock Option Plan (ESOP) Agreement?

Employee Stock Option Plan (ESOP) Agreement An Employee Stock Option Plan (ESOP) Agreement establishes a plan for employees to acquire company stock, specifying option grants, exercise terms, and vesting schedules.

Sample template:



This Employee Stock Option Plan (the "Plan" or "ESOP") Agreement is made and entered into by Capitallncentive Corp (the "Company") with the purpose of providing eligible employees of the Company (the "Participants") an opportunity to participate in the Company's growth by granting them the right to purchase shares of the Company's common stock. The Plan is governed by and compliant with the laws of the United States.


2.1. "Employee" means an individual who is employed by the Company or its Affiliates on a full-time or part-time basis. For the avoidance of doubt, "employee" excludes contractors, advisors, or consultants.

2.2. "Option Grant" refers to the grant of an option to a Participant under the Plan, pursuant to which the Participant may purchase shares of the Company's common stock.

2.3. "Vesting Schedule" means the schedule outlining the terms and conditions applicable upon grant of an Option, specifying the time and conditions under which the Participant can exercise his or her Options.


3.1. The Plan will be available to all Employees of the Company and its Affiliates, provided that they meet the eligibility criteria established by the Company's Board of Directors (the "Board") or a designated committee thereof (the "Committee").

3.2. The Board or the Committee may, in its sole discretion, determine and alter the eligibility criteria for participation in the Plan, including, without limitation, any applicable waiting periods and minimum service requirements.


4.1. Grant of Options

The Board or the Committee, at its sole discretion, will determine the Employees to whom and the number of stock options ("Options") to be granted. The grant of Options to a Participant will occur on the date specified in a written agreement between the Company and the Participant (the "Option Agreement").

4.2. Exercise Price

The exercise price of the Options granted under the Plan will be determined by the Board or the Committee at the time of grant, subject to applicable laws and regulations, and will be specified in the Option Agreement.


5.1. Vesting Schedule

Options granted under this Plan will vest according to the Vesting Schedule specified in the Option Agreement. In general, Options will vest incrementally over a period of time, subject to continued employment with the Company or its Affiliates, with a portion of the aggregate Option grant becoming exercisable upon the completion of each successive vesting period.

5.2. Acceleration of Vesting

The Board or the Committee may, at its sole discretion, accelerate the vesting of some or all of a Participant's unvested Options, subject to the terms and conditions specified in the Option Agreement.

5.3. Termination of Employment

Upon termination of a Participant's employment with the Company or its Affiliates, vested Options will be exercisable within a period specified in the Option Agreement, after which they will expire. Unvested Options may expire immediately upon termination of employment or may continue to vest under the original Vesting Schedule, as determined by the Board or the Committee in its sole discretion.


6.1. Notice of Exercise

To exercise vested Options, a Participant must provide written notice to the Company, specifying the number of shares the Participant wishes to purchase and the aggregate exercise price for those shares, accompanied by payment of the exercise price in a form acceptable to the Company.

6.2. Issuance of Shares

Upon the Company's receipt of a properly completed notice of exercise and payment of the exercise price, the Company will issue the shares to the Participant, subject to compliance with relevant securities laws and regulations.


7.1. Amendment of the Plan

The Board or the Committee may amend the Plan at any time, provided that no amendment shall adversely affect the rights of a Participant under an outstanding Option without the Participant's consent.

7.2. Termination of the Plan

The Board or the Committee may terminate the Plan at any time. Upon termination, all outstanding and unexercised Options will continue to be exercisable, subject to their terms and the terms of the applicable Option Agreement.


The issuance of shares pursuant to the Plan will be subject to all applicable laws, regulations, rules, and compliance with any required approval by governmental agencies or stock exchanges.


The Plan and all Option Agreements will be governed by the laws of the United States and any applicable state laws. Any disputes arising under or relating to the Plan shall be subject to the exclusive jurisdiction of the state and federal courts located in the United States.


The Plan shall be binding upon the Company and each Participant, their respective successors, assigns, heirs, and legal representatives, to the extent permitted by law and as provided herein.


The Plan and any Option Agreement entered into pursuant to the Plan constitute the entire agreement between the Parties with respect to the subject matter herein and supersede any previous understandings, commitments, or agreements, whether written or oral.

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Sections of an Employee Stock Option Plan (ESOP) Agreement

In this Employee Stock Option Plan (ESOP) Agreement, you will see the following sections:

  1. Preamble
  2. Definitions
  3. Eligibility Criteria
  4. Option Grants
  5. Vesting
  6. Exercise of Options
  7. Amendment and Termination
  8. Compliance with Laws and Regulations
  9. Governing Law
  10. Binding Effect
  11. Entire Agreement

Going indepth - Analysis of each section:

  1. Preamble : This section introduces the ESOP Agreement, its purpose, and the parties involved. It's like the opening scene of a movie, setting the stage for what's to come.

  2. Definitions : This section is like a dictionary, providing clear explanations of the key terms used throughout the agreement. It helps ensure everyone is on the same page when discussing the ESOP.

  3. Eligibility Criteria : This section outlines who can participate in the ESOP. It's like a guest list for a party, specifying who's invited and any requirements they need to meet to attend.

  4. Option Grants : This section explains how stock options are granted to employees, including the process and factors considered. It's like a recipe, detailing the ingredients and steps needed to create the final product.

  5. Vesting : This section describes how and when employees can exercise their stock options. It's like a treasure map, showing the path and milestones employees need to reach before they can unlock their rewards.

  6. Exercise of Options : This section explains the process employees must follow to exercise their vested stock options. It's like an instruction manual, guiding employees through the steps they need to take to claim their shares.

  7. Amendment and Termination : This section outlines how the ESOP can be changed or ended. It's like a contract's fine print, detailing the circumstances under which the agreement can be altered or terminated.

  8. Compliance with Laws and Regulations : This section emphasizes the importance of following all applicable laws and regulations when issuing shares through the ESOP. It's like a safety warning, reminding everyone to play by the rules to avoid legal trouble.

  9. Governing Law : This section specifies which laws will be used to interpret and enforce the ESOP. It's like choosing a referee for a game, ensuring there's a clear authority to turn to in case of disputes.

  10. Binding Effect : This section states that the ESOP is binding on all parties involved, including their successors and legal representatives. It's like a handshake agreement, signifying that everyone is committed to honoring the terms of the ESOP.

  11. Entire Agreement : This section clarifies that the ESOP and any related Option Agreements are the complete and final agreement between the parties. It's like a closing statement, confirming that all previous discussions and agreements have been incorporated into the ESOP.

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