The Stock Option Exercise Agreement is a crucial document used when an option holder decides to convert their stock options into actual shares of the company. Under Swiss law, this agreement serves as the formal documentation of the option exercise process, typically following the terms established in an existing stock option plan or grant agreement. It becomes necessary when an employee, consultant, or other option holder has vested options and wishes to exercise them during the exercise period. The agreement must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations, and should address specific aspects such as share transfer restrictions, tax implications, and any requirements under the company's articles of association. This document is particularly important for maintaining proper corporate records and ensuring a clear chain of title for the shares being issued.
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1. Parties: Identification of the Company and the Option Holder
2. Background: Context of the original option grant and reference to the underlying stock option plan or agreement
3. Definitions: Key terms used throughout the agreement, including 'Option Shares', 'Exercise Price', and 'Plan'
4. Exercise Notice: Option Holder's formal notice to exercise specified number of options
5. Exercise Price and Payment: Total exercise price calculation and payment terms
6. Share Issuance: Company's obligation to issue shares and timeline
7. Representations and Warranties: Standard representations from both parties regarding authority, compliance, and share status
8. Tax Obligations: Responsibilities for tax payments and withholding requirements
9. Compliance with Laws: Confirmation of compliance with Swiss corporate and securities laws
10. Governing Law and Jurisdiction: Swiss law governance and jurisdiction for disputes
1. Lock-up Period: Include when there are post-exercise transfer restrictions on the shares
2. Board Approval: Include when board approval is required for the specific exercise
3. Shareholders' Agreement Adherence: Include when the option holder must join existing shareholders' agreement
4. Banking Instructions: Include when payment will be made through bank transfer
5. Share Transfer Restrictions: Include when there are specific transfer restrictions under articles of association
6. Market Abuse Provisions: Include for listed companies to address insider trading concerns
7. Registration Rights: Include when granting specific registration rights for the shares
8. Power of Attorney: Include when company needs authority to complete certain formalities
1. Exercise Notice Form: Template form for formal notice of option exercise
2. Calculation of Exercise Price: Detailed breakdown of exercise price calculation
3. Tax Withholding Calculation: Breakdown of applicable tax withholdings
4. Share Certificate Details: Information for share certificate issuance
5. Banking Details: Payment instructions and bank account details
6. Board Resolution: Copy of board approval for the exercise (if required)
7. Shareholders' Agreement: Copy of shareholders' agreement to be signed (if required)
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