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Employment And Consulting

Stock Option Grant Agreement

Drafting stock option grant agreements manually requires hours of research across multiple legal sources, careful coordination with equity plans, and meticulous attention to tax and securities compliance. Attorneys must cross-reference vesting schedules, exercise provisions, and termination clauses while ensuring consistency with company-specific plans and current regulations.

Automation ROI

Time savings at a glance

Manual workflow3.5 hoursAverage time your team spends by hand
With CaseMark12 minutesDelivery time with CaseMark automation
EfficiencySave 26.3x time with CaseMark

The Problem

Drafting stock option grant agreements requires balancing complex tax regulations, securities law compliance, vesting mechanics, and termination scenarios while maintaining consistency with equity plans and employment agreements. Manual drafting takes hours of careful review across multiple documents, with high risk of Section 409A violations, ISO qualification errors, or conflicts with existing stockholder agreements.

The CaseMark Solution

CaseMark automates the entire stock option grant agreement drafting process by analyzing your equity plan, board resolutions, and related documents to generate comprehensive, compliant agreements. Our AI ensures proper ISO/NSO treatment, accurate vesting schedules, appropriate acceleration provisions, and seamless integration with your company's existing legal framework.

Key benefits

How CaseMark automations transform your workflow

Generate complete stock option agreements in under 10 minutes with all required sections

Automatically incorporate company-specific equity plan details through intelligent document analysis

Built-in compliance with IRS regulations for ISOs and NSOs, plus SEC securities law requirements

Verified legal definitions and clauses sourced from bar associations and authoritative templates

Customizable vesting schedules with acceleration events and termination provisions pre-drafted

What you'll receive

Introduction and Notice of Grant
Definitions
Grant of Option
Vesting Schedule
Exercise of Option
Termination and Expiration
Tax and Legal Considerations
Miscellaneous Provisions

Document requirements

Required

  • Equity Incentive Plan
  • Board Resolution or Committee Minutes

Optional

  • Previous Stock Option Grant Agreements
  • Employment or Consulting Agreement
  • Certificate of Incorporation and Bylaws
  • Stockholders' Agreement or Investor Rights Agreement
  • Equity Administration Guidelines

Perfect for

Corporate attorneys handling equity compensation
Startup and venture-backed company counsel
In-house legal teams managing employee benefits
Executive compensation specialists
HR professionals coordinating with legal on equity grants
Private equity and M&A attorneys

Also useful for

This workflow is applicable across multiple practice areas and use cases

VC and PE attorneys routinely negotiate and draft stock option agreements for portfolio company management teams as part of investment transactions and ongoing equity incentive programs. Critical for aligning management interests with investor returns.

The workflow explicitly targets startup and venture-backed company counsel and PE/M&A attorneys. Stock option grants are standard components of VC/PE deals for incentivizing key employees and executives in portfolio companies.

Corporate Finance95% relevant

Stock option agreements are fundamental equity compensation instruments used in corporate finance transactions and capital structure planning. Essential for structuring employee and executive equity participation in financing rounds.

Corporate finance attorneys regularly draft stock option agreements as part of equity compensation strategies, capital raising activities, and overall corporate capital structure design. The workflow's Section 409A compliance and securities law features directly support corporate finance work.

M&A attorneys must review, analyze, and often draft new stock option agreements during acquisitions to address acceleration provisions, assumption of options, and retention incentives for key employees post-transaction.

Stock option agreements are critical transaction documents in M&A deals, requiring careful treatment of vesting acceleration, change of control provisions, and post-closing equity compensation. The workflow's acceleration events and termination provisions directly support M&A practice.

Corporate governance attorneys draft stock option agreements pursuant to board-approved equity incentive plans, ensuring compliance with plan terms, board resolutions, and corporate governance best practices for equity compensation.

The workflow requires board resolutions and equity incentive plans as inputs, directly supporting corporate governance work around equity compensation administration, board approval processes, and compliance with corporate governance standards.

Securities attorneys ensure stock option agreements comply with SEC regulations, securities law exemptions, and disclosure requirements for equity compensation in both private companies and public issuers.

The workflow explicitly includes built-in compliance with SEC securities law requirements, making it directly applicable to securities practice. Stock options are securities requiring careful regulatory compliance in their issuance and administration.

Frequently asked questions

Q

How does CaseMark ensure my stock option agreement complies with Section 409A?

A

CaseMark automatically verifies that exercise prices meet or exceed fair market value on the grant date, ensures proper option term limits, and structures payment and deferral provisions to avoid Section 409A violations. The system cross-references your valuation methodology and grant date pricing to ensure compliance, and flags any potential issues for review before finalizing the agreement.

Q

Can CaseMark handle both Incentive Stock Options (ISOs) and Non-Qualified Stock Options (NSOs)?

A

Yes, CaseMark drafts both ISO and NSO agreements with appropriate tax treatment for each type. For ISOs, the system ensures compliance with Section 422 requirements including exercise price minimums, holding period disclosures, and 10% shareholder rules. For NSOs, it includes proper withholding provisions and Section 409A compliance measures.

Q

How does the system handle vesting schedules and acceleration provisions?

A

CaseMark allows you to specify standard time-based vesting (such as four-year vesting with one-year cliff), performance-based vesting, or custom schedules. The system automatically generates detailed vesting exhibits showing exact dates and share quantities. For acceleration, you can configure single-trigger or double-trigger provisions tied to change in control, termination, death, or disability events.

Q

Will the agreement integrate with our existing stockholders' agreements and transfer restrictions?

A

CaseMark analyzes your uploaded stockholders' agreements, investor rights agreements, and other governance documents to incorporate appropriate references to transfer restrictions, rights of first refusal, co-sale rights, and drag-along provisions. The system ensures the option agreement doesn't conflict with existing commitments and includes necessary legends and acknowledgments.

Q

How long does it take to generate a complete stock option grant agreement?

A

After uploading your equity plan and authorization documents, CaseMark generates a comprehensive, compliant stock option grant agreement in approximately 10-15 minutes. This includes all necessary provisions, exhibits, and integration with your existing legal framework—a process that typically takes attorneys 3-4 hours manually.