The option incentive agreement refers to an agreement signed by the company and its employees based on the principles of voluntariness, fairness, equality, mutual benefit, and good faith on matters concerning the company's implementation of option incentives for employees. Below are some templates for option incentive agreements that I have compiled for you. I hope they will be useful to you.
Option Incentive Agreement Part 1
Party A: Changzhou __ Catering Co., Ltd. and shareholder of the company
Party B:
To realize the mutual development of the company and its employees, Party A has implemented equity option incentives for relevant personnel of Party B, as determined by the company's shareholders' meeting. Based on the principles of voluntariness, fairness, equality, mutual benefit, and good faith, both parties have reached the following resolution:
< p> 1. Establishment of optionsUpon resolution of the shareholders’ meeting, Party A’s shareholders will respectively transfer X% of their equity to establish equity options, which will be conditionally transferred to (or conditionally gifted to) Party B’s relevant personnel at a price lower than the market price. .
II. Option Exercise Conditions
Party B must meet the following conditions during the service period of Party A before it can exercise the option:
(1) Party B shall Party A’s continuous service period expires_ years;
(2) Party B’s performance during Party A’s service period:
1. Innovation performance: adopting new technologies in marketing and management, and achieving Expected profits; implement new technologies in marketing and management to achieve expected benefits; develop new markets in marketing business and user services to achieve expected results.
2. Growth performance indicators: annual target profit achievement rate ( ), business completion on-time rate ( ), responsibility cost reduction ratio ( )
3. Annual business indicator completion: 20_ X year_ , after the shareholders' meeting assesses all aspects of Party B's exercise conditions and indicators, if the conditions are met, the original shareholders will transfer the corresponding equity.
IV. Exercise price and payment
Party A shall notify Party B in writing within 30 days from the date of the resolution of Party A’s shareholders’ meeting, and Party B shall notify Party B within 30 days of receiving the written notice (payment _ yuan) (or borrow _ ten thousand yuan from shareholders), transfer the equity, sign the equity transfer agreement, and officially become a shareholder. If Party B exercises the option upon written notice from Party A, and Party B fails to pay the equity transfer fee or sign the equity transfer agreement, it will be deemed to have given up the exercise of the option and will lose the qualification to exercise the option.
5. Exercise of equity options
Equity options are performance incentives for specific personnel of Party B and can be exercised independently. Equity options cannot be transferred, used for mortgage or debt repayment, and cannot be given to others. , shall not be inherited as inheritance, and the option will be extinguished naturally if Party B becomes incapacitated or dies.
6. Loss of Option Qualification
During the service period agreed by Party A, Party B will not leave the company or Party B will resign, dismiss, or When service is terminated due to loss of capacity or death, Party B loses the company's equity options.
VII. Rights and Obligations
(1) Rights of Party B
1. Party B has the right to choose whether to transfer the equity;
2. Party B has the right to participate in dividends based on the company's profitability from the date of signing the equity option transfer agreement.
The company’s dividend distribution has been resolved by the shareholders’ meeting. Generally, the amount of dividends shall not exceed 50% of the company’s current profit, and the amount of dividends shall be determined according to the equity ratio; (Party B adopts fixed-amount dividends, which shall not exceed X yuan per year)
p>(2) Obligations of Party B
1. When Party A is merged or acquired, unless the new shareholders agree to assume the responsibility, the options that have not yet been exercised will be terminated and the options that have already entered the exercise process will be terminated. The right must be exercised immediately.
2. Party B must work continuously for Party A for _ years after receiving the equity. If during this period, Party B resigns, is dismissed, becomes incapacitated, dies, or leaves the company for other reasons not recognized by Party A, Party B must transfer the equity to Party A's original shareholders unconditionally and without compensation. If Party B refuses to transfer (or merge) without compensation, it will bear liquidated damages of _ X million yuan.
3. Party B must continue to maintain the original profit level for _
4. After Party B transfers the equity, if Party A terminates the labor contract with the company after Party A has continuously worked for the full service period, Party B must transfer its equity to Party A’s original shareholders unconditionally and without compensation. Compensate Party B_ X If Party B refuses to transfer the equity, it will bear liquidated damages_ rights, give up its shareholder voting rights, and the company-related matters are still decided by the original shareholders (or the voting rights are fully entrusted to Director Ma Naiwen to vote, and the authorization is irrevocable, and all matters voted by Director Ma Naiwen as proxy are recognized);
2. The equity transferred by Party B shall not be transferred to a third party other than the original shareholders of the company, may not be donated to a third party other than the original shareholders of the company, may not be inherited, and may not be used for mortgage or debt repayment;
3. Party B is not allowed to work part-time in other companies that are competitive with Party A during the service period and for 2 years after the service period. Otherwise, Party B will unconditionally transfer its equity to the original shareholders without compensation and bear liquidated damages of _ X million yuan ;
9. Unfinished matters shall be settled through negotiation. If the negotiation fails, the matter shall be settled by the Tianning District People's Court of Changzhou City.
10. This agreement is made in duplicate, with A and B each holding one copy.
11. This agreement shall take effect from the date of signature or seal of both parties.
Party A:
Party B:
20_ X month _ day
Option Incentive Agreement Part 2
< p>Party A: Shanghai_ To implement equity option incentives for Party B, both parties have reached the following resolutions based on the principles of voluntariness, fairness, equality, mutual benefit, and good faith:1. Establishment of options
By resolution of the shareholders’ meeting, Party A’s shareholders _ Transfer_ % of the equity to establish equity options and conditionally gift them to Party B.
II. Option Exercise Conditions
Party B must meet the following conditions during the service period of Party A before it can exercise the option:
(1) Party B shall Party A’s continuous service period is 2 years;
(2) Party B’s performance during Party A’s service period:
1. Innovation performance: adopting new technologies in marketing and management, and achieving Expected profits; implement new technologies in marketing and management to achieve expected benefits; develop new markets in marketing business and user services to achieve expected results.
2. Growth performance indicators: annual target profit achievement rate ( ), business completion on-time rate ( ), responsibility cost reduction ratio ( )
3. Annual business indicator completion status: < /p>
20_ Annual sales:
20_ Annual sales:
3. Exercise method
After Party B meets the above exercise conditions, Submit a written application to Party A, and review all aspects of Party B's exercise conditions and indicators at the shareholders' meeting. If the conditions are met, the original shareholders will transfer the corresponding equity.
4. Exercise price and payment Party A shall notify Party B in writing within 30 days from the date of resolution of Party A’s shareholders’ meeting to exercise the option. Party B shall transfer the equity and sign an equity transfer agreement within 30 days after receiving the written notice. book and officially became a shareholder. If Party A gives written notice to exercise the option, and Party B fails to sign the equity transfer agreement, it will be deemed as a waiver of the option and will lose the qualification to exercise the option.
5. Exercise of Equity Option Equity option is a performance incentive for Party B. Equity option cannot be transferred, cannot be used for mortgage or debt repayment, cannot be gifted to others, and cannot be inherited as inheritance. The option shall not be used if Party B becomes incapacitated or dies. Options are automatically extinguished.
6. The option qualification will be lost during the service period agreed by Party A, and will not be terminated due to reasons other than Party A’s approval, Party B leaves the company or Party B resigns, is dismissed, becomes incapacitated, or dies during the service period. When serving, Party B loses the company's equity options.
VII. Rights and Obligations
(1) Rights of Party B
1. Party B has the right to choose whether to transfer the equity;
2. Party B has the right to participate in dividends based on the company's profitability from the date of signing of the equity option transfer agreement.
The company's dividend system refers to the resolution of the shareholders' meeting
(2) Obligations of Party B
1. When Party A is merged or acquired, unless the new shareholders agree to assume the responsibility, the rights have not yet been exercised When an option is terminated, those who have entered the exercise procedure must exercise it immediately.
2. Party B must work continuously for Party A for 2 years after receiving the equity. If during this period, Party B resigns, is dismissed, becomes incapacitated, dies, or leaves the company for other reasons not recognized by Party A, Party B must transfer the equity to Party A’s original shareholders unconditionally and without compensation.
3. Party B must maintain the original profit level for 2 years after receiving the equity transfer, otherwise Party A has the right to reduce the amount of dividends paid to Party B or not divide it at all.
VII. Special Agreement
1. After Party B exercises the transferred equity and becomes a shareholder of the company, it has the right to dividends.
2. The equity transferred by Party B shall not be transferred to a third party other than the original shareholders of the company, may not be donated to a third party other than the original shareholders of the company, may not be inherited, and may not be used for mortgage or debt repayment; < /p>
9. Unfinished matters shall be resolved through negotiation. If the negotiation fails, the matter shall be resolved by the Shanghai Pudong New Area People’s Court.
10. This agreement is made in duplicate, with A and B each holding one copy.
11. This agreement shall take effect from the date of signature or seal of both parties.
Party A:
Party B:
20_ X month _ day
Option Incentive Agreement Part 3
< p>Party A (name of original shareholder):Party B (employee name):
ID number:
Party A and B act voluntarily , fairness, equality and mutual benefit, and the principles of good faith, in accordance with the "Contract Law of the People's Republic of China", "Company Law of the People's Republic of China", "___ Articles of Association", "___ Equity Option Incentive Regulations", A and B The two parties have reached the following agreement on ___ equity option purchase, holding, exercise and other related matters:
Article 1 Basic situation of Party A and the company
Party A is ___ (hereinafter The original shareholder (referred to as "Company"), the registered capital when the company was established was RMB, and Party A's capital contribution was RMB. When this agreement was signed, Party A accounted for % of the company's registered capital and was the actual controller of the company. Out of consideration for the company's long-term development, and in order to motivate and retain talents, Party A authorizes Party B to subscribe for % of the company's equity held by Party A at a preferential price if Party B meets the conditions stipulated in this agreement.
Article 2 Equity Subscription Preliminary Period
Party B’s subscription preparatory period for the above-mentioned equity of Party A*** is two years. When Party B has established a labor agreement with the company for three consecutive years and meets the assessment standards stipulated in this agreement, it will begin the subscription preparatory period.
Article 3 Rights of Party A and Party B during the preparatory period
During the equity preparatory period, % of the equity of the company referred to in this agreement still belongs to Party A, and Party B does not have the qualifications of a shareholder. Nor do they enjoy corresponding shareholder rights. However, Party A agrees to transfer part of the shareholder dividend rights to Party B after Party B enters the equity preparatory period. The dividend ratio received by Party B is % of the company's shareholders' dividend rights in the first year of the preparatory period, and % of the company's equity dividends in the second year of the preparatory period. The specific dividend time shall be implemented in accordance with the "___ Articles of Association" and the resolutions of the company's shareholders' meeting and board of directors.
Article 4 Equity Subscription Exercise Period
The equity subscription rights held by Party B will enter the exercise period after the expiration of the two-year preparatory period. The exercise period is two years. If Party B does not subscribe for the company's equity held by Party A during the exercise period, Party B still enjoys the equity dividend rights during the preparatory period, but does not have the qualifications of a shareholder and does not enjoy other rights as a shareholder. If Party B still does not subscribe for the equity after the exercise period stipulated in this agreement, Party B will lose the subscription right and will no longer enjoy the dividend rights treatment during the preparatory period.
The exercise period for equity option holders is two years, and the beneficiary can exercise one-half of the number of equity options granted to the individual each year.
Article 5 Party B’s exercise option
During the exercise period of the equity subscription rights held by Party B, you can choose to exercise the rights, or you can choose to give up the rights. Party A shall not interfere.
Article 6 Assessment Standards for the Preparatory Period and Exercise Period
1. If Party B is appointed as a director, supervisor or senior manager by the company, he shall ensure that the company's operation and management are in good condition. The annual return on net assets shall not be less than % or the net profit realized shall not be less than RMB 10,000 or the business indicators shall be.
2. Party A will conduct an assessment of Party B once a year. If Party B meets the assessment standards every year during the preparatory period and exercise period, it will be qualified to exercise the rights. Specific assessment methods and procedures may be implemented by Party A’s authorization to the company’s board of directors.
Article 7 Situations in which Party B loses the right to exercise the right
Before the exercise period stipulated in this agreement arrives or Party B has not actually exercised the equity subscription right (including the preparatory period and the exercise period) ), Party B will lose the right to exercise equity rights if one of the following circumstances occurs:
1. The labor agreement with the company is terminated due to resignation, dismissal, dismissal, retirement, resignation, etc.;
< p> 2. Loss of labor capacity or civil capacity or death;3. Being held criminally responsible for criminal offenses;
4. Violation of the Company Law when performing duties 》 or "___ Articles of Association", behavior that damages the interests of the company;
5. Wrong behavior while performing duties, resulting in heavy losses to the company's interests;
6. Failure to meet the requirements Business indicators, profit performance, or the company determines to be directly responsible for the company's losses or decline in operating performance;
7. Failure to meet the assessment standards stipulated in Article 6 of this Agreement or other major violations of the company's regulations institutional behavior.
Article 8 Exercise Price
If Party B agrees to subscribe for equity during the exercise period, the subscription price is, that is, Party B must pay Party A the subscription fee in RMB for every 1% of the equity. Party B’s annual share subscription ratio is 50%.
Article 9 Equity Transfer Agreement
If Party B agrees to subscribe for equity during the exercise period, Party A and Party B shall sign a formal equity transfer agreement, and Party B shall pay Party A according to this agreement. After the equity subscription payment is made, Party B becomes a formal shareholder of the company and enjoys corresponding shareholder rights in accordance with the law. Party A and Party B shall go through the change registration procedures with the industrial and commercial department, and the company shall issue a shareholder rights certificate to Party B.
Article 10 Restrictive provisions on the transfer of equity by Party B
After Party B transfers the equity of Party A and becomes a shareholder of the company, its equity transfer shall comply with the following agreements:
1. When Party B transfers its equity, Party A has the right of first refusal, that is, Party A has priority over other shareholders of the company and any outsiders. The transfer price is:
⑴ When Party B transfers Party A’s equity After that, if the equity is transferred within three years (including three years), the equity transfer price shall be implemented in accordance with Article 8;
⑵ After Party B transfers Party A’s equity, if the equity is transferred more than three years ago, every 1 % equity transfer price shall be based on the net assets per share in the company's financial statements for the previous month.
2. If Party A gives up the right of first refusal, other shareholders of the company have the right to purchase at the aforementioned price. If other shareholders are unwilling to purchase, Party B has the right to transfer it to a person other than the shareholder. The transfer price shall be determined by Party B and Party B. The transferee shall negotiate on its own, and neither Party A nor the company shall interfere.
3. If Party A and other shareholders fail to respond within thirty days from the date of receiving Party B’s written notice of equity transfer, they will be deemed to have given up their right of first refusal.
4. Party B shall not use the company's equity in any way to set up mortgages, pledges, guarantees, exchanges, or repay debts. If Party B's equity is compulsorily enforced by the People's Court in accordance with the law, it shall be enforced in accordance with the provisions of Article 73 of the Company Law. Article 11 Statement on the employment relationship
The signing of this agreement between Party A and Party B does not constitute any commitment by Party A or the company to Party B’s employment period and employment relationship. The company’s employment relationship with Party B is still based on the labor agreement. execution of relevant agreements.
Article 12 Statement on Disclaimer
Neither A nor B shall be liable for breach of contract under any of the following circumstances:
1. This equity option agreement signed by Party B is formulated in accordance with the current national policies, laws and regulations at the time of signing of the agreement.
If Party A is unable to perform this Agreement due to changes in laws, policies, etc. during the performance of this Agreement, Party A will not bear any legal responsibility;
2. Before the exercise period stipulated in this Agreement arrives or Party B If the equity subscription rights have not been actually exercised, and the company loses its civil subject qualifications or is unable to continue operating due to bankruptcy, dissolution, cancellation, revocation of business license, etc., this agreement may no longer be performed;
3. The company due to mergers, acquisitions, reorganization If Party A loses its status as the actual controller of the company due to reasons such as restructuring, division, merger, increase or decrease in registered capital, etc., this agreement may no longer be performed.
Article 13 Dispute Resolution If any dispute occurs during the performance of this agreement, Party A and Party B shall resolve it through friendly negotiation. If negotiation fails, either party may file a lawsuit with the People's Court at the place where ___ is domiciled.
Article 14 Supplementary Provisions
1. This Agreement shall take effect from the date of signature by both parties.
2. For matters not covered in this agreement, both parties shall sign a supplementary agreement separately. The supplementary agreement shall have the same effect as this agreement.
3. If the content of this agreement conflicts with the "___ Equity Option Incentive Regulations", the "___ Equity Option Incentive Regulations" shall prevail.
4. This agreement is made in triplicate, with Party A and Party B each holding one copy, and Beijing Co., Ltd. keeping one copy. The three copies are equally valid.
Party A: (Signature)
Party B: (Signature)
20_X month_ day