Stock Option Agreement2
Stock Option Agreement2
You have been granted an option to purchase Preferred Shares Stock of __________ (the
Corporation), subject to the terms and conditions of this Stock Option Agreement, as follows:
Name of Employee:
Total Number of Shares Granted:
Type of Option: Incentive Stock Option
Exercise Price per Share: Php
Grant Date:
Vesting Commencement Date:
Vesting Schedule: This option may be exercised, in whole or in part, in
accordance with the following schedule:
[___]% of the Shares subject to the option shall
vest [__] months after the Vesting Commencement Date,
and [__]% of the Shares subject to the option shall vest
each [year/quarter/month] thereafter, subject to the employee
continuing to be an employee of the Corporation on such dates.
Termination Period: This option may be exercised for three months after the
employee’s Termination Date, except that if the employee's
termination of employment is for cause, this option shall
terminate on the Termination Date. Upon the death or Disability
of the employee, this option may be exercised for 12 months
after the employee's Termination Date. In no event may this
option be exercised later than the Term of Award/Expiration
Date provided below.
Term of Award/Expiration Date:
2. AGREEMENT
2.1 Grant of Option. <NAME OF COMPANY> (“__________” for brevity) hereby grants to the
employee named in the Notice of Stock Option Grant attached as Part I of this Stock Option Agreement
(the "Employee") an option (the "Option") to purchase the number of Shares, as set forth in the Notice of
Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the
"Exercise Price"), subject to the terms and conditions of this Stock Option Agreement. This Option is
intended to be a Nonstatutory Stock Option ("NSO") or an Incentive Stock Option ("ISO"), as provided in
the Notice of Stock Option Grant.
(A) Vesting/Right to Exercise. This Option is exercisable during its term in accordance
with the Vesting Schedule set forth in Section 1 and the applicable provisions of this Stock Option
Agreement. In no event will this Option become exercisable for additional Shares after the termination of
employment of the employee for any reason. Notwithstanding the foregoing, this Option becomes
exercisable in full if the Company is subject to a Change in Control before the employee's termination of
employment, and within 12 months after the Change in Control the employee is subject to a termination of
employment resulting from: (i) the employee's involuntary discharge by the Company (or the Affiliate
employing him or her) for reasons other than Cause (defined below), death or Disability; or (ii) the
employee's resignation. This Option may also become exercisable in accordance with Section 2.11
below.
The term "Cause" shall mean (1) the employee's theft, dishonesty, or falsification of any documents or
records of the Company or any Affiliate; (2) the employee's improper use or disclosure of confidential or
proprietary information of the Company or any Affiliate that results or will result in material harm to the
Company or any Affiliate; (3) any action by the employee which has a detrimental effect on the reputation
or business of the Company or any Affiliate; (4) the employee's failure or inability to perform any
reasonable assigned duties after written notice from the Company or an Affiliate, and a reasonable
opportunity to cure, such failure or inability; (5) any material breach by the employee of any employment
or service agreement between the employee and the Company or an Affiliate, which breach is not cured
pursuant to the terms of such agreement; (6) the employee's conviction (including any plea of guilty or
nolo contendere) of any criminal act which impairs the employee's ability to perform his or her duties with
the Company or an Affiliate; or (7) violation of a material Company policy.
(B) Method of Exercise. This Option is exercisable by delivering to the Company a fully
executed "Exercise Notice". The Exercise Notice shall provide that the employee is electing to exercise
the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required by the Company. Payment
of the full aggregate Exercise Price as to all Exercised Shares must accompany the Exercise Notice. This
Option shall be deemed exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.
(A) The grant of this Option and the issuance of Shares upon exercise of this Option
are subject to compliance with all Applicable Laws. This Option may not be exercised if the issuance of
Shares upon exercise would constitute a violation of any Applicable Laws.
2.4 Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following methods; provided, however, the payment shall be in strict compliance with all procedures
established by the Company:
(A) cash;
2.5 Non-Transferability of Option. This Option may not be transferred in any manner and may
be exercised only by the employee. The terms of this Stock Option Agreement shall be binding upon the
executors, administrators, heirs, successors, and assigns of the employee.
2.7 Term of Option. This Option may be exercised only within the term set out in the Notice of
Stock Option Grant, and may be exercised during such term only in accordance with this Stock Option
Agreement.
(A) Withholding Taxes. The employee shall make appropriate arrangements with the
Company for the payment of income taxes, employment tax, and any other taxes that are due as a result
of the Option exercise.
2.9 Entire Agreement; Governing Law. This Stock Option Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and employee with respect to the subject matter hereof,
and may not be modified adversely to the employee's interest except by means of a writing signed by the
Company and employee. This Stock Option Agreement is governed by the laws of the Philippines
2.10 No Guarantee of Continued Employment. The vesting of the Option pursuant to the
Vesting Schedule hereof is earned only by the continued employment of the employee with the Company.
This Stock Option Agreement, the transactions contemplated hereunder, and the Vesting Schedule set
forth herein constitute neither an express nor an implied promise of continued employment of the
employee.
_________________________________ By:_________________________________
Signature
_________________________________ Its:_________________________________
Print Name
_________________________________
Residence Address
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
) S.S.
Known to me and to me known to be the same persons who executed the forgoing Contract to
Sell consisting of five (5) pages, including this page, and acknowledge to me that the same are
their free and voluntary act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affix my Notarial Seal at
_______________________ this ___________day of 2020.
Doc. No._____________;
Page No._____________;
Book No._____________;
Series of 2020.
EXERCISE FORM
Date:
Employee Signature