A Hawaii Stock Option Agreement between a Corporation and an Officer or Key Employee is a legally binding contract that grants an individual the option to purchase a specific number of stocks from the corporation at a predetermined price, within a specified time frame. This agreement serves as a way to incentivize and reward officers or key employees by providing them with an opportunity to benefit from the company's growth and success. Key Terms and Clauses: 1. Grant of Options: This section outlines the number of stock options being granted to the officer or key employee, along with the specific terms and conditions. 2. Exercise Price: The agreement establishes the exercise price, which is the price at which the individual can purchase the stocks if they decide to exercise their options. 3. Vesting Schedule: The agreement may include a vesting schedule, specifying the period over which the stock options become exercisable. This encourages the recipient to remain with the corporation for a certain duration before the options can be fully exercised. 4. Expiration Date: The agreement sets an expiration date, marking the deadline by which the stock options must be exercised. If the options are not exercised before this date, they become null and void. 5. Termination upon Termination of Employment: This clause determines what happens to the stock options if the officer or key employee's employment is terminated, whether they can still exercise any vested options or if they forfeit all exercised options. 6. Change of Control Provision: This provision addresses the scenario where the corporation undergoes a change in ownership, such as a merger or acquisition. It clarifies how the stock options will be impacted in such circumstances. 7. Taxation: The agreement may briefly discuss the tax implications of exercising the stock options and strongly advises the employee to consult a tax professional. Different Types of Hawaii Stock Option Agreements: 1. Incentive Stock Options (SOS): These stock options typically offer favorable tax treatment to the option holder. To qualify for this treatment, the options must meet specific requirements outlined by the Internal Revenue Service (IRS). 2. Non-Qualified Stock Options (Nests): Nests do not qualify for favorable tax treatment and are more flexible in terms of eligibility requirements and exercise conditions. 3. Restricted Stock Units (RSS): RSS are similar to stock options but represent a promise to deliver stocks at a future date without requiring the employee to make a purchase. RSS typically vest over time and are taxed upon delivery of the stocks. In summary, a Hawaii Stock Option Agreement is a vital tool used by corporations to attract, retain, and incentivize their officers or key employees. The agreement outlines the terms, conditions, and rights associated with the stock options, providing a clear framework for successful implementation and administration.