Stock Option Grant Notice + Agreement review
Stock option grant under an equity-incentive plan (ISO under IRC § 422 or NSO under § 409A).
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What it checks
Grant date and number of shares stated
Grant notice must state grant date and the number of shares subject to the option.
Critical · EQT-019
Exercise price stated
Option grant must state exercise price.
Critical · EQT-020
Fair-market-value-at-grant representation
Grant must represent that the exercise price equals or exceeds FMV at grant (§ 409A safe harbor / § 422(b)(4)).
Warning · EQT-021
Vesting schedule stated
Grant must state vesting schedule.
Critical · EQT-022
ISO vs NSO designation
Grant must designate the option as an Incentive Stock Option (§ 422) or Non-qualified Stock Option.
Critical · EQT-023
ISO — $100,000 annual limit acknowledgment
ISO grants vesting in any single year > $100K aggregate FMV at grant convert to NSOs (§ 422(d)).
Warning · EQT-024
Post-termination exercise window
Option must specify post-termination exercise window (typically 3 months for ISO under § 422).
Critical · EQT-025
Option expiration / maximum term (10 years)
ISOs cap at 10-year term per § 422(b)(3); NSOs follow the same convention.
Critical · EQT-026
Plan reference
Grant must reference the equity-incentive plan under which it is granted.
Critical · EQT-027
Repricing without stockholder approval
Most equity-incentive plans prohibit repricing without stockholder approval; standalone repricing language is suspicious.
Warning · EQT-028
Every run also applies 118 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.
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