Employee Stock Option Plan Form

1

Instructions

Please complete the following questionnaire so we have the necessary information required to draft a form of an Employment Stock Option Plan (ESOP) and related documents.

We understand some concepts might be new to you. If you're unsure about any of your responses, please checkmark "I Don't Know," and we will contact you directly to go through the details.

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Company Name * This field is required.Name of Your Corporation

3

Company Address* This field is required.

Street Address

City

State

Zip Code

Country

4

Name of Contact Person* This field is required.The contact person is often referred to in the "Notice" provision of the Contractor Agreement. All notices required to be sent to the company will be sent to this contact person.

First Name

Last Name

5

Title of Contact Person Identify the job title of the contact person. Examples include: President, CEO or Director.

Designated Title

6

E-mail of Contact Person* This field is required.

example@example.com

7

Who Will Participate in this Plan?* This field is required.Please select all categories that apply. Most startups select Employees, Consultants/Contractors, Officers and Directors

Employees

Contractors/Consultants

Officers

Directors

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What type of Shares are Offered Under this Plan?* This field is required.Most companies offer a form of non-voting shares (e.g. Class B Common Shares).

Please select

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Please provide details on the Share ClassE.g. Class B Preferred Shares

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Will you permit an Option Holder to assign their options to an assignee?* This field is required.E.g. Some Contractors may want to have a holding company exercise their options.

YESNO

11

Does the Company have a Unanimous Shareholders Agreement in effect?* This field is required.

YESNO

12

Who will Administer the Plan?* This field is required.Typically startups have their Board administer the ESOP.

Board of Directors

Compensation Committee of the Board

I Don't Know

Other

13

Size of Option Pool

In the next question, we will ask you about the size of the Option Pool (i.e. how much equity should be reserved as part of the Plan to be used to incentivize current and future employees, consultants and executives).

Typical option pools for companies range from between 10 - 20%. You may need to reserve a higher amount of equity if you plan on incentivizing executives or if you wish to offer more equity with a lower salary.

The size of the Option Pool can be amended and should be reviewed periodically in conjunction with hiring plans and financing rounds.

If you are unsure what percentage of equity to reserve, please select "I Don't Know" and we will be in touch with you to discuss.

14

Option Reserve* This field is required.Please select the percentage of your Company's fully-diluted capitalization that should be reserved for the Option Pool.

10%

15%

20%

I Don't Know

Other

15

Option ReserveYou selected "Other" to the prior question. Please provide the percentage of the Company's fully-diluted capitalization that should be reserved for the Option Pool?

E.g. 25%

16

Exercise/Strike Price

In the next question, we will ask you about setting the Exercise or Strike Price. Typically, a Company permits its Plan Administrator (often the Board) to set the Exercise Price of granted options at the time of granting such options.

Usually, the Exercise Price is the price the Board determines is the Fair Market Value of the shares underlying the options at the time of granting those options. Some startups offer Options to be exercised below the fair market value of the shares at the time of grant.

In either case, if there is a difference between the actual fair market value (as may be determined by tax authorities) and the exercise price, there may be tax consequences.

You should always seek accounting/tax advice prior to setting the exercise price of options.

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Please Select All That Apply* This field is required.Typically a Company would allow its Board to set the Exercise Price at the time of granting the options.

Board/Administrator Sets Exercise Price at the Time of Grant

Board/Administrator May Set Exercise Price Below Fair Market Value

Board/Administrator May Not Set Exercise Price Below Fair Market Value

I Don't Know

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When Should Options Terminate if Unexercised?* This field is required.A 5 - 10 year Option Term is most common.

5 Years

10 Years

I Don't Know

Other

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When Should Options Terminate if Unexercised?You selected "Other" in the previous question. Please provide the Option Term.

E.g. 15 Years

20

Vesting Schedule

Most companies require options to vest over a 4 year vesting period with a 1-year cliff.

This means that 1/4 of the options will vest and become exercisable after 1-year (i.e. the "cliff period"). The remaining 3/4 of the options that were granted typically vest over the next 3 years on a monthly basis (for a total vesting period of 4 years).

You may select an alternate vesting schedule depending on your circumstances.

If you do not know how to set a vesting schedule, please select "I Don't Know" and we will contact you to discuss.

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Vesting Schedule Applicable to ESOP Option Holders* This field is required.Most Companies select a 4 year vesting period with a 1-year cliff period

Please select

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Vesting ScheduleYou selected "Other". Please provide the Vesting Schedule.

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How Long Will an Option Holder (or their Agent) have to Exercise Options after Resignation, Death or Disability* This field is required.A 90 day period is most common.

90 Days

60 Days

30 Days

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Will the Company be able to Reclaim Vested Options from Employees or Executives Terminated with Cause?* This field is required.Some companies want to be able to take back options that have vested if an employee or executive is terminated for cause. This is referred to as a "Bad Lever" clause.

Yes

No

I Don't Know

25

Exercise Notice* This field is required.Who will Option Holders send their Exercise Notice to?

Full Name of Person Who Will Receive Notice

Title (e.g. President)

E-mail of Person Who Will Receive Notice

26

Relevant DocumentsAre there any relevant documents you wish to provide?

Drag and drop files here

Select files to upload

Max. file size: 10.6MB

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CommentsAre there any additional details or special matters that you want to tell us about?

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What is the email address of the person completing this form? * This field is required.

example@example.com

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Would you like to subscribe to the Oziel Law Newsletter to receive relevant news and updates?* This field is required.

YESNO

30

Please verify that you are human* This field is required.

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Please tell us how our form could have been better?* This field is required.