The Employee Share Option Agreement is a crucial document used by companies in the Philippines to provide employees with the right to purchase company shares at a predetermined price within a specified timeframe. This type of agreement is commonly implemented as part of employee retention and incentivization strategies, particularly for key personnel and high-performing staff. The document must comply with Philippine corporate law, specifically the Corporation Code of the Philippines and Securities Regulation Code, while also adhering to requirements set by the Securities and Exchange Commission and Bureau of Internal Revenue. The agreement typically forms part of a broader employee share option plan (ESOP) and includes detailed provisions on vesting schedules, exercise procedures, and tax implications. It's particularly relevant for both private companies planning for future liquidity events and public companies offering long-term incentive programs.
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1. Parties: Identification of the Company and the Employee (Option holder)
2. Background: Context of the agreement, reference to any employee share option plan, and board approvals
3. Definitions: Definitions of key terms used throughout the agreement including Option, Exercise Price, Vesting Date, etc.
4. Grant of Option: Details of the share options being granted, including number of shares and exercise price
5. Vesting of Option: Vesting schedule and conditions that must be met before options can be exercised
6. Exercise of Option: Process and requirements for exercising options, including payment methods and notice requirements
7. Lapse of Option: Circumstances under which options will lapse or be forfeited
8. Restrictions on Transfer: Limitations on transferring or assigning the options
9. Taxes: Tax obligations and responsibilities of both parties
10. Relationship with Employment: Clarification that the option grant does not affect employment terms
11. Data Protection: Provisions regarding handling of personal data related to the option scheme
12. Notices: How formal communications between parties should be made
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. Execution: Signature blocks and execution formalities
1. Change of Control Provisions: Special provisions that apply in case of company merger, acquisition, or restructuring
2. International Provisions: Additional terms for employees based outside Philippines or dealing with foreign securities laws
3. Clawback Provisions: Terms allowing company to recoup benefits in case of misconduct or specific triggers
4. Share Capital Adjustments: Provisions for adjusting option terms in case of share splits, consolidations, or other capital changes
5. Shareholders' Agreement Adherence: Requirement to adhere to existing shareholders' agreement upon exercise
6. Bad Leaver Provisions: Specific consequences for employees leaving under negative circumstances
7. Lock-up Period: Restrictions on selling shares for a period after exercise
1. Schedule 1 - Option Certificate: Formal certificate detailing the specific option grant
2. Schedule 2 - Notice of Exercise: Form to be completed when exercising options
3. Schedule 3 - Vesting Schedule: Detailed breakdown of vesting dates and conditions
4. Schedule 4 - Company's Share Option Plan Rules: Full terms of the company's share option plan
5. Schedule 5 - Deed of Adherence: Form for adhering to shareholders' agreement if required
6. Schedule 6 - Fair Market Value Calculation: Methodology for calculating share value for tax purposes
7. Schedule 7 - SEC and Other Regulatory Confirmations: Copies of relevant regulatory approvals and filings
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