A Missouri Stock Option Agreement between a Corporation and an Officer or Key Employee is a legally binding contract that outlines the terms and conditions for granting stock options to the designated employee. This agreement is designed to provide an incentive for the employee to work towards the long-term success of the corporation, as well as align their interests with the shareholders. The agreement typically includes the following key elements: 1. Grant of Stock Options: This section specifies the number of stock options granted to the employee, the exercise price, and the vesting schedule. The exercise price is the price at which the employee can purchase the stock options. 2. Vesting Schedule: The vesting schedule outlines the timeline and conditions under which the stock options become exercisable by the employee. It may be based on the completion of a certain number of years of service or the achievement of specific performance goals. 3. Exercise Period: This section details the duration within which the employee can exercise their stock options. Typically, this is within a specified timeframe from the date of termination of employment or a predetermined number of years after grant. 4. Transferability Restrictions: Missouri Stock Option Agreements often include provisions that restrict the transfer or assignment of stock options by the employee. This is done to maintain the alignment of interests with the corporation and prevent the stock options from falling into the hands of competitors or non-eligible individuals. 5. Change of Control: In the event of a merger, acquisition, or similar transaction, the Change of Control provision determines how the stock options will be treated. This section specifies whether the options will continue to vest, accelerate, or be cashed out. 6. Tax Implications: Missouri Stock Option Agreements may also address tax consequences for both the corporation and the employee. It may include provisions regarding tax withholding, the treatment of stock options as compensatory income, or any applicable state or federal tax laws. There are various types of Missouri Stock Option Agreements that can be utilized depending on the specific needs and circumstances of the corporation and the employee. Some common variations include: 1. Incentive Stock Options (SOS): These are often granted to key employees and come with certain tax advantages. SOS must comply with specific requirements outlined by the Internal Revenue Service (IRS). 2. Non-Qualified Stock Options (Nests): Nests do not qualify for the favorable tax treatment of SOS. However, they offer more flexibility in regard to vesting and exercise periods. 3. Restricted Stock Units (RSS): RSS are not technically options but grant the employee the right to receive shares of stock at a future date. These are often subject to vesting requirements and provide a similar incentive to stock options. Missouri Stock Option Agreements play a valuable role in attracting, motivating, and retaining talented officers and key employees for corporations. It is crucial to consult with legal and tax professionals to ensure compliance with state and federal regulations and to tailor the agreement to the specific needs of the corporation and the employee.