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Startup Forms: Equity Compensation

General Guidelines for Forms

As a general matter, you should not make substantive changes to any of the forms included in the Startup Forms Library without checking with your legal counsel. We are constantly improving and updating our forms to keep up with developments in the law and in what's "standard" in the market. As such, you should check here periodically to determine whether you have the latest forms available.


Stock Plan

Many companies use employee stock options to compensate, retain, and attract employees. The Stock Plan is the general governing document containing the standard terms and conditions of the options to be granted. This document represents the standard provisions for a Silicon Valley start-up company.

Stock Plan Summary

Short document proving an executive summary of the key features of the Company's Stock Plan.

Option Agreement

Stock option agreements specify the individual options grants, vesting schedules, and other employee-specific information. Each grant of options will be documented by a separate option agreement.

Restricted Stock Purchase Agreement

To be used when equity grants under the Stock Plan are made as restricted stock awards rather than options. Will include specifics regarding the repurchase right of the Company and how it will lapse over time. These are not as common as options and you should consult with counsel as to whether restricted stock or options are more appropriate for a particular Stock Plan award.

Board Approval of Stock Plan

Provides for approval of the Stock Plan by the Company's Board of Directors.

Board Approval of RSP Grant

The Company's Board of Directors must approve each grant of restricted stock. Often this will be done on a monthly basis depending on the Board’s meeting schedule, and offer letters should always say that the employee's restricted stock grants are "subject to Board approval."

Stockholder Approval of Stock Plan

The Stock Plan will also need the approval of the Company's Stockholders.

Board Approval of Option Grant

The Company's Board of Directors must approve each grant of stock options. Often this will be done on a monthly basis depending on the Board’s meeting schedule, and offer letters should always say that the employee's options are "subject to Board approval."

83(b) Election Form

Many founders wish to make an 83(b) election in order to preserve possible future taxation benefits. A Section 83(b) election is an election to include in income the value of property which is subject to a substantial risk of forfeiture – such as a Company repurchase right in the purchase agreement, which repurchase right lapses over time as a founder provides services to the Company. Because the stock is subject to a substantial risk of forfeiture, the founder does not have to pay tax on his receipt of the stock until it vests. Often a founder may make a Section 83(b) election to pay tax on the value of the stock today because its value is lower than it is expected to be when it the repurchase right lapses --or because the founder paid full value for it at the time of purchase so the Section 83(b) election incurs no additional current tax. The making of the Section 83(b) election also starts the founder's capital gains holding period. Access additional information about making the election.

25102(o) Notice

Companies issuing stock options must comply with state and federal securities laws. Non-compliance can lead to lawsuits by investors and civil or even criminal prosecution by government agencies. Frequently the stock option grants are structured to fit within exemptions to the laws that generally require registration of the securities. A common exemption for Stock Plans for option issuances in California is found in Section 25101(o) of the Corporations Code.