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Stock Option Award Agreement for United Arab Emirates

Stock Option Award Agreement Template for United Arab Emirates

A legally binding agreement governed by UAE law that establishes the terms and conditions under which a company grants stock options to an employee, consultant, or eligible participant. The document outlines the number of shares subject to the option, exercise price, vesting schedule, and exercise conditions while ensuring compliance with UAE corporate law, securities regulations, and relevant employment legislation. It includes provisions for option exercise procedures, tax implications, transfer restrictions, and termination scenarios, tailored to meet both UAE regulatory requirements and international best practices in equity compensation.

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What is a Stock Option Award Agreement?

The Stock Option Award Agreement is a crucial document used in the UAE corporate environment to formalize the grant of stock options as part of compensation or incentive packages. It is typically implemented when companies wish to align employee interests with corporate success, retain key talent, or provide additional compensation beyond base salary. The agreement must comply with UAE Federal Law No. 8 of 1984 (Companies Law), UAE Federal Law No. 2 of 2015 (Commercial Companies Law), and relevant Securities and Commodities Authority regulations. For UAE companies, special consideration must be given to foreign ownership restrictions, Shariah compliance (if applicable), and the specific requirements of free zones such as DIFC or ADGM where different regulations may apply. The document serves as both a legal instrument and a detailed guide for option holders regarding their rights, obligations, and procedures for exercise.

What sections should be included in a Stock Option Award Agreement?

1. Parties: Identification of the Company and the Option Holder

2. Background: Context of the agreement, reference to any equity incentive plan

3. Definitions: Key terms including Option, Exercise Price, Vesting Date, Expiration Date, etc.

4. Grant of Option: Details of the stock option grant including number of shares and exercise price

5. Vesting Schedule: Timeline and conditions for option vesting

6. Exercise of Option: Procedures and requirements for exercising the options

7. Term and Expiration: Duration of the option and expiration conditions

8. Termination of Employment: Impact of employment termination on options

9. Restrictions on Transfer: Limitations on transferring or assigning the options

10. Compliance with Laws: Requirements for compliance with UAE securities and corporate laws

11. Tax Obligations: Responsibilities for taxes related to the options

12. General Provisions: Standard clauses including notices, amendments, governing law

What sections are optional to include in a Stock Option Award Agreement?

1. Change in Control Provisions: Special terms applying in case of company merger or acquisition

2. Foreign Exchange Compliance: Required for non-UAE nationals receiving options

3. Electronic Acceptance: For agreements to be executed electronically

4. Shariah Compliance: For companies requiring Shariah-compliant option structures

5. Data Privacy: Required when personal data processing crosses international borders

6. Clawback Provisions: Optional recovery rights for the company in specific circumstances

7. Lock-up Period: Additional holding period requirements after exercise

What schedules should be included in a Stock Option Award Agreement?

1. Schedule 1 - Option Details: Specific details of the option grant including number of shares, exercise price, and vesting dates

2. Schedule 2 - Notice of Exercise: Form for exercising the stock options

3. Schedule 3 - Equity Incentive Plan: Copy or summary of the relevant equity incentive plan

4. Appendix A - Tax Summary: Summary of tax implications in relevant jurisdictions

5. Appendix B - Compliance Certificate: Template for confirming compliance with exercise conditions

6. Appendix C - Consent Forms: Required regulatory and corporate consents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Publisher

Genie AI

Cost

Free to use

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