[COMPANY NAME] [STOCK PLAN NAME]
SUMMARY OF KEY PROVISIONS 

SHARE RESERVE

• # of Shares shares of common stock.

• [On and after an IPO, awards covering no more than share limit per year shares in the aggregate may be granted to any participant during any fiscal year; provided that such limitation shall be share limit for new hire shares for any person who is newly hired during the fiscal year.]

• Expired or cancelled options are generally returned to the share reserve , but repurchased restricted stock is not.

 

ELIGIBILITY

• Employees, consultants and advisors of the Company or any parent or subsidiary; provided that ISOs may only be granted to employees.

• Directors of the Company.

 

TYPES OF AWARDS AUTHORIZED

•  ISOs, NSOs, and Restricted Stock.

 

EXERCISE PRICE

California Participants

• ISOs: 100% of fair market value (110% of fair market value for 10% shareholders).

• NSOs: Prior to an IPO, 85% of fair market value (110% of fair market value for 10% shareholders).

• Restricted Stock: Prior to an IPO, 85% of fair market value (100% of fair market value for 10% shareholders).

Non-California Participants

• ISOs: 100% of fair market value (110% of fair market value for 10% shareholders).

• NSOs/Restricted Stock: To be determined by the plan administrator.

 

VESTING

• The plan administrator has discretion to suspend vesting during a leave of absence. Absent action by the plan administrator or to the extent otherwise required by law, vesting will be suspended during an unpaid leave of absence.

 

EXERCISABILITY

• Options: Options generally become exercisable as the underlying shares vest.

• Restricted Stock: Shares are purchased and outstanding on the date of grant.

 

FORMS OF PAYMENT

• Payment may include cash, check, cancellation of indebtedness, tender of previously owned shares or any other consideration permitted by law.

• Subject to applicable laws, payment may include a promissory note or a "cashless exercise" of shares.

 

M&A TRANSACTIONS

• If the acquiring corporation does not assume or cash out outstanding options, all outstanding options will terminate on the effective date of the corporate transaction (no acceleration).

• [If outstanding options are not assumed, substituted or cashed out by the acquiring corporation, all of the shares subject to outstanding options will fully vest immediately prior to the corporate transaction.]

• [Whether or not the acquiring corporation assumes, substitutes or cashes out outstanding awards, % of Shares vesting immediately via single trigger% of the shares subject to outstanding awards will fully vest immediately prior to a change of control (i.e., single-trigger).]

• [If outstanding awards are assumed or substituted but a participant’s service is terminated other than for cause in connection with or within [# month(s)] month(s) after the change of control, all or a portion of the shares subject to outstanding awards will fully vest (double-trigger).]  

 

POST-TERMINATION EXERCISE PERIODS FOR OPTIONS

• An Option must be exercised (to the extent that the option was vested and previously unexercised) within the following periods following a termination of service with the Company:

  • Generally: [3] month(s) (ISOs must in fact be exercised within 3 months to retain ISO status)

  • Disability: [6] month(s).

  • Death: [9] month(s).

  • [Cause: Option expires immediately upon termination.]

 

TERM OF OPTIONS

• 10 years (5 years for ISOs granted to 10% shareholders).

 

RIGHT OF FIRST REFUSAL

• Prior to an IPO, the Company has a right of first refusal on any proposed transfer of shares acquired pursuant to the plan. 

 

REPURCHASE RIGHTS

• Prior to an IPO, the Company may repurchase any unvested shares acquired pursuant to the plan following a termination of service at the original purchase price of the shares, provided that such right must generally lapse at a rate of 20% per year with respect to any California participants.

 

TRANSFERABILITY OF OPTIONS

• Generally, options are not transferable except by will or the laws of descent and distribution.

• The plan administrator may, in its discretion, permit participants to make limited transfers of NSOs.

 

EFFECTIVE DATE

• Effective Date.

 

STOCKHOLDER APPROVAL DATE

• Stockholder Approval Date.