Stock Options and Incentive Plans

Authorize stock options to key personnel with this package of Directors Resolutions for Alberta corporations, which includes the following items:

1. Resolutions of the Directors authorizing the options and setting out the numbers of shares to be issued to each person, and the option price,
2. an Amending Resolution changing the option price of shares under existing stock option agreements.

Stock options cannot be issued without the authorization of the Board. You can use these Alberta Directors Resolution templates each time the corporation decides to issue new stock options.

This checklist for developing employee stock option plans in private companies will guide you through the issues you need to consider and the questions you need to answer.

• The checklist includes such issues as:
  • determing what benefits are to be derived from the plan;
  • pitfalls to avoid;
  • valuation of your business;
  • investment opportunities;
  • drag-along provisions;
  • anti-dilution provisions;
  • liquidity;
  • tax planning;
  • profit sharing.
• This is an invaluable tool for any privately held company that wants to implement an incentive plan for its employees.
• Available in MS Word format.

Create a Stock Option Plan for key employees and directors of a Canadian company with this template Employee and Director Stock Option Plan.

• Participation in the Stock Option Plan is voluntary.
• Rights under the Plan are non-transferable by the participant (except upon death, when exercise rights pass to the legal beneficiaries).
• The company's board of directors will determine which employees are eligible to receive stock options.
• At the discretion of the board, the terms of unexercised options may be renegotiated, including exercise price.
• This template form is downloadable and fully editable.
• Intended for use only in Canada.

Reward your employees for their contributions to your company's success with this Employee Bonus Plan for U.S. businesses.

• All full-time and part-time staff who are not enrolled in any other type of incentive plan with the company are eligible to take part.
• The committee administering the plan will have full authority to set the performance criteria upon which bonuses are determined, and the bonus amounts to be paid out.
• The members of the committee, board of directors, and employees involved in administering the Plan are not liable to any person for any good faith action or determination made with respect to the Plan.
• A bonus pool will be established for each period during which performance measurements are evaluated. The bonus pool will be allocated among the eligible participants as determined by the committee.
• Available as a fully editable MS Word download.
• Intended for use in the United States.

Give your employees an opportunity to become shareholders in the company by setting up an Employee Stock Purchase Plan by Interest Free Loan.

• Interest-free loans are given to eligible employees of the company as an incentive to allow them to purchase shares of stock and participate in the business' future.
• Eligible employees sign a promissory note for repayment of the loan.
• The employee may pay the loan before maturity without bonus or penalty.
• A trustee will hold the shares in trust for the employee, and will release a certain percentage of the shares at each anniversary of the purchase date, provided that the employee is not in default of payments under the note.

Employees who are part of the company are more dedicated, more loyal and more engaged. Incentivize your staff with an Employee Stock Purchase Plan by Interest Free Loan.

Notify your employees that they have been granted stock options under a stock option plan with this downloadable Notice of Grant of Stock Options form.

The Notice form sets out:

• the number and class of option shares granted to the employee,
• the earliest and latest dates by which the options can or must be exercised,
• the vesting requirements,
• the option price per share.

This Notice of Grant of Stock Options is generic (not country specific) and is fully editable so it can be easily customized for your company's needs.

Employers, provide incentives to a valued employee with this Offer of Continued Employment with Phantom Equity.

• The employment will continue at the current rate of compensation, with bonuses paid from surplus profit distribution.
• The employee will be paid phantom equity compensation if the company is sold or undergoes a change of control.
• The phantom equity will consist of a percentage of the proceeds of the sale and will be subject to applicable employee source deductions.
• The offer contains standard employee confidentiality, non-solicitation and non-competition provisions.
• This template is provided in MS Word format and is totally editable to meet your specific circumstances.
• This is a generic form that can be used in many jurisdictions.

Give your key employees an opportunity to buy shares in the company with this Ontario Employee Stock Option Plan.

• If an optionee does not exercise its maximum number of options during an option year, the balance is carried forward to the following year.
• On the death of a participant, the participant's estate has 90 days to exercise outstanding options.
• Options expire immediately upon termination, retirement or removal from office.
• Shares are transferable, but options are not.
• The company has a first right of refusal on all shares issued pursuant to the stock option plan.
• Upon death, retirement, disability or termination, a participant has a put option and the company has a call option.
• The Board may exercise a mandatory buy-out option upon a sale of the company.
• Available in MS Word format.
• Intended for use only in the Province of Ontario, Canada.

Give your key personnel an incentive to stay with the company by issuing them stock options. This One-Off Grant of Stock Options template is for Ontario corporations.

• The grant of option is for a percentage of the participating common shares on a fully diluted basis.
• Option shares are non-voting, but they otherwise have all the same rights as the other common shares.
• The option vests fully immediately upon issue of the grant, however, the optionee must be employed by the company to exercise all or any part of the option.
• Unexercised options expire 90 days after the death of the optionee.
• This template is downloadable and fully editable to fit your business needs.
• Intended for use only in the Province of Ontario, Canada.

Authorize the establishment of an Employee Stock Option Plan (ESOP) to issue stock options to key personnel with this Resolutions Package for Ontario corporations which contains:

1. Resolutions of the Shareholders approving the ESOP,
2. Resolutions of the Directors authorizing the corporate officers to take all necessary actions to establish the ESOP,
3. Resolutions of the Directors approving a policy statement outlining the Plan and implementing the ESOP,
4. Resolution of the Directors granting stock options to certain employees, directors and consultants.

These Ontario Corporate Resolutions to Set Up Employee Stock Option Plan are available as a single downloadable MS Word file, which is fully editable.

Offer shares for services provided to your company with this Sweat Equity Agreement for Ontario businesses.

• Shares in the company are offered to an independent contractor who will provide services to the company in exchange for an option to purchase shares.
• The contractor will not be paid any fees for the services but will be reimbursed for pre-approved expenses.
• The share option will vest after the services have been fully performed, provided the contractor is not in default under the agreement.
• Upon purchase of the shares, the contractor agrees to become a party to the company's shareholder agreement.
• This is a downloadable legal form template which is fully editable to fit your business needs.
• Intended to be used only in the Province of Ontario, Canada.

With this easy template, you can set up a Restricted Stock Award Plan for your company, under current United States securities legislation.

• Under this type of Plan, a company can provide incentives to its key personnel through awards of restricted shares of common stock.
• The company will reimburse the employee for any amounts he/she has to pay as a consequence of any such award (such as income tax).
• Stock subject to an award is forfeited if the participant ceases to work for the company or retires within a specified time after the date of the award.
• If a participant dies, his or her estate retains the stock.
• Incentives like this Restricted Stock Award Plan help attract and retain top flight talent. Download the template for your business.
• Intended to be used only in the United States.

Exercise your option to purchase option shares from a corporation with this free Share Option Exercise form.

• This form can be used by any person or firm which is entitled to purchase shares under a stock option plan.
• The optionee must complete and present the form to the company, along with payment for the shares.
• This is a free downloadable form in MS Word format.

Grant Stock Appreciation Rights to key personnel in your company under the terms of this template Agreement.

• The Agreement is between the company and one of its key personnel, pursuant to a Stock Appreciation Rights (SAR) Plan.
• The employee is being granted a number of SARs with respect to common shares issued to the employee as compensation for performance.
• Upon being exercised, the SARs will give the employee the right to receive a cash payment of the difference between the between the Fair Market Value (FMV) and the Base Price of a single share of common stock in the company.
• The Agreement sets out the number of SARs being granted, how they are to be exercised, the term of the exercise period, and other conditions relating to the employee's rights and obligations under the SAR Plan.
• The Agreement is governed by the securities laws of the United States.

Set up a phantom stock program for employees and officers of a U.S. company under this Stock Appreciation Rights (SAR) Plan.

• SAR Rights will be awarded as a reward for significant contributions, and as a means of attracting and retaining quality personnel.
• The Plan includes provisions for exercise of Rights within a specified time following termination of employment, retirement, death or disability of a participant.
• If the share capital is subdivided or reorganized, the number of SARs under the Plan will be adjusted proportionally.
• SARs are not transferrable except under a will or by law of descent.
• The digital template also contains a Stock Appreciation Rights Agreement to be signed by the participant receiving the SARs.
• This is a digital download that is fully editable and can be easily customized to fit your requirements.
• Intended to be used only in the United States.

Establish a Stock Appreciation Rights (SAR) Plan for non-employee directors of a USA company under the terms of this downloadable template.

• The longer the participant has contributed services to the company, the more SAR Rights are vested.
• Rights become fully vested upon the death, disability or retirement of a participant, or upon a merger, consolidation or disposition of substantially all of the company's assets.
• Upon any subdivision or reorganization of the share capital of the company, the number of SARs under the Plan will be adjusted proportionally.
• Rights under the Plan are not transferrable.
• Available in MS Word format and fully customizable.
• Intended to be used only in the United States.

Provide additional incentives to your employees as a reward for their ongoing contributions with this customizable Stock Equivalent Agreement.

• The employee will be paid deferred compensation each fiscal year based on the earnings per share of the company.
• The deferred compensation will be paid on the 3rd anniversary of the last day of the fiscal year, the death, disability or retirement of the employee, or the employee's resignation from the company, whichever is first to occur.
• The employee's right to receive deferred compensation is forfeited if the employee is terminated for cause.
• Non-competition clause which states that the company is not obligated to make any payments if the employee is engaged in any activity which competes with the company.
• The Stock Equivalent Agreement is another way for an employer to incentivize employee loyalty and dedication. Buy, download, personalize, print and sign.

Give your directors and employees an opportunity to buy shares with this non-plan Stock Option Agreement for Canadian companies.

• Stock options are valuable incentives for attracting and retaining great people to your organization.
• This form of Stock Option Agreement is for a company which does not have a stock option plan.
• In the event of retirement, disability or death of the optionee, the optionee's legal representative may exercise the option within 1 year.
• If the optionee is no longer employed by the company, the option will expire.
• If the company subdivides or reorganizes its capital, the option and the option price will be adjusted accordingly.
• This legal contract template is downloadable and fully editable.
• Intended for use only in Canada.

Give your directors, officers and employees an opportunity to buy shares with this Stock Option Plan Package for Canadian companies.

• Stock options are valuable incentives for attracting and retaining great people for your organization.
• This package of forms contains:
  • Stock Option Plan template,
  • Stock Option Agreement template,
  • Notice of Exercise of Option form.
• Available in MS Word format and fully editable.
• Intended to be used only in Canada.

Set up a Deferred Compensation Plan for outside directors with this downloadable template for USA companies.

• The plan is only for directors who are not employees of the company or any of its subsidiaries.
• The Plan allows the non-employee directors to defer receipt of all compensation which would otherwise be paid to them for acting as a director, for income tax purposes.
• A participant in the Plan can elect to have the deferred compensation invested in shares of the company's common stock or let it accumulate and earn interest.

You can customize this Deferred Compensation Plan to fit your company's needs and specifications. Download it today.

Give employees a chance to participate in the company under this payroll-deduction based Employee Stock Purchase Plan.

• Employees are given the opportunity to acquire a proprietary interest in the company by purchasing shares through automatic payroll deductions.
• The employee may reduce or increase the amount of payroll deduction at certain times.
• The employee will be granted a separate purchase right for each offering period, which will be automatically exercised in installments on each successive purchase date within the offering period.
• The employee may terminate outstanding purchase rights at any time prior to the next scheduled purchase date.
• Shares may not be transferred until they have been held at least one year.

This payroll-deduction based employee stock purchase plan is for U.S. companies and is prepared in accordance with United States laws and regulations.

Set up an Equity-Based Long Term Incentive Plan in your company with this downloadable template for U.S. companies.

• The Plan was created pursuant to United States securities legislation.
• The Plan allows a company's key employees and officers to participate in the company as stockholders.
• A good incentive plan like this one improves the company's ability to attract and retain top-notch dedicated key employees.
• Awards under the Plan might take the form of stock options, stock appreciation rights, deferred stock or restricted stock, or any combination of these.

Get your copy of the USA Equity Based Long Term Incentive Plan and start rewarding your key people.

Set up a Non-Plan Stock Option Agreement for a U.S. company under the terms of this downloadable template.

• The Option Agreement provides a means for a qualified employee to purchase stock which is not subject to a stock option plan.
• The option may not be transferred.
• There may be tax liability upon the exercise of the Option.
• To exercise the option, the employee must give the company a signed option notice, together with payment for the shares.
• Includes procedures for dealing with the options upon termination of the employee's employment due to death, disability, or for cause.

The USA Non-Plan Stock Option Agreement is a customizable digital template that you can download immediately after purchasing.

Establish a stock incentive plan for your officers and key employees with this Non-Qualified Stock Option and Stock Appreciation Rights Plan.

• The Plan is intended to enable officers and employees to acquire an interest in the company, and to provide incentives and encourage loyalty.
• Executive, administrative, professional and technical personnel are eligible to receive options or stock appreciation rights for common shares under the Plan.
• The Board of Directors may require the employee to remain employed by the company for a specified amount of time.
• A participant may be granted Stock Appreciation rights at the same time that they are awarded options.
• The Plan is written pursuant to United States securities regulations.

Get the Non-Qualified Stock Option and Stock Appreciation Rights Plan template and start rewarding your key people.

Set up a retirement plan for outside directors of a U.S. company with this downloadable and customizable template.

• The Plan provides the directors with retirement income through the redemption of a retiring Director's stock holdings.
• Outside Directors are compensated based on the performance of the company's Common Stock.
• Accrued income is payable when a director reaches a specified age.
• Performance Periods start on the first day of each fiscal year, beginning on the date that Performance Shares are granted to the director.

Does your corporation want to attract high profile outside directors? A good incentive program is key - like this Stock Option Plan for U.S. companies.

• Participants in the Plan will be granted annually a number of non-qualified stock options to purchase shares of the company's common stock for each year of the Plan in which they serve as a director of the company or any of its subsidiaries.
• Participants can elect to receive deferred compensation stock options in lieu of all or part of the fees payable to them for service on the Board.

This USA Stock Option Plan will help you attract and retain non-employee directors with the experience your Board needs.

Create incentives for key executives and employees in your company with this Stock Purchase Assistance Plan for USA companies.

• Under the Plan, the company will grant loans to qualified employees to give them an opportunity to acquire stock in the company, as an incentive to existing personnel and as a means of attracting quality people to the company.
• The employee can use the proceeds of the loan to acquire company stock either through open market trading or through stock options granted to the employee by the company.

Give your employees financial help to buy stock in your company with this USA Secured Term Loan Agreement under a Stock Purchase Assistance Plan.

• The terms of the Loan Agreement are pursuant to a Stock Purchase Assistance Plan, under which the company loans money to key personnel for the sole purpose of acquiring stock in the company.
• The loan is secured by a promissory note and a pledge of the stock purchased under the Plan. Both of these documents are included with the loan agreement package.