Share Option Agreements are essential instruments in Philippine corporate practice, particularly for companies seeking to attract and retain key talent through equity incentives. This document type is commonly used when companies wish to offer employees or other stakeholders the right to purchase shares at a predetermined price within a specific timeframe. The Share Option Agreement must comply with Philippine corporate law, securities regulations, and tax requirements, making it a complex document that requires careful consideration of local legal framework. It typically includes detailed provisions on option grants, exercise procedures, vesting schedules, and regulatory compliance measures. The agreement is particularly relevant for start-ups, technology companies, and other businesses looking to align stakeholder interests with company growth, while ensuring compliance with Philippine foreign ownership restrictions and securities regulations.
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1. Parties: Identification of the company granting the options and the option holder(s)
2. Background: Context of the option grant, including reference to any relevant board or shareholder resolutions
3. Definitions: Key terms used throughout the agreement including 'Option Shares', 'Exercise Price', 'Grant Date', etc.
4. Grant of Option: Details of the option grant including number of shares, exercise price, and grant date
5. Exercise Period: Timeframe during which the option may be exercised and any vesting conditions
6. Exercise Procedure: Process and requirements for exercising the option, including payment methods
7. Restrictions on Transfer: Limitations on transferring or assigning the option rights
8. Termination: Circumstances under which the option rights may terminate or lapse
9. Adjustments: Provisions for adjusting option terms in case of corporate events like stock splits or reorganizations
10. Taxes: Tax obligations and responsibilities of the parties
11. Confidentiality: Obligations to maintain confidentiality of agreement terms and company information
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
1. Employment Relationship: Required if options are granted as part of employment compensation, defining relationship between employment and options
2. Change of Control: Include if specific provisions are needed for company sale or merger scenarios
3. Tag-Along Rights: Include if option holders should have the right to participate in sale of shares by major shareholders
4. Foreign Ownership Compliance: Required if option holder is non-Filipino, addressing compliance with foreign ownership restrictions
5. Securities Law Compliance: Additional section for detailed securities law compliance if required by scale of option scheme
6. Good Leaver/Bad Leaver: Include for employee option schemes to address impact of different types of employment termination
7. Non-Competition: Optional restrictions on option holder's competitive activities
8. Shareholders' Agreement Adherence: Required if option holders must adhere to existing shareholders' agreement upon exercise
1. Option Certificate: Formal certificate detailing the option grant terms
2. Exercise Notice Form: Template form for exercising options
3. Deed of Adherence: Form for adherence to shareholders' agreement if required
4. Vesting Schedule: Detailed schedule of vesting dates and conditions if applicable
5. Company Information: Key details about the company's share capital and existing shareholders
6. Board Resolution: Copy of board resolution authorizing the option grant
7. SEC Clearance: Any required SEC approvals or clearances for the option scheme
8. Tax Computation Example: Illustrative example of tax treatment on exercise
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Professional Services
Manufacturing
Retail
E-commerce
Healthcare
Real Estate
Telecommunications
Business Process Outsourcing
Start-ups
Consumer Goods
Education
Relevant Teams
Legal
Human Resources
Finance
Compliance
Corporate Secretariat
Executive Leadership
Risk Management
Compensation and Benefits
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Legal Counsel
Company Secretary
Compensation and Benefits Manager
Employee Relations Manager
Corporate Lawyer
Finance Manager
Board Member
Executive Director
Talent Acquisition Manager
Risk Management Officer
Compliance Officer
Stock Plan Administrator
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