Oregon Stock Option Agreement between Corporation and Officer or Key Employee A stock option agreement is a legal document outlining the terms and conditions under which an officer or key employee of a corporation may purchase or receive shares of the company's stock at a specified price within a designated timeframe. In Oregon, there are different types of stock option agreements available to corporations and their officers or key employees, including: 1. Incentive Stock Option (ISO) Agreement: An ISO agreement is intended to provide tax advantages to the employee by granting them the right to purchase company stock at a predetermined price, known as the exercise price. The agreement must comply with Internal Revenue Code (IRC) Section 422 and other applicable tax laws to maintain these tax benefits. 2. Non-Qualified Stock Option (NO) Agreement: NO agreements do not qualify for the favorable tax treatment available to SOS. Unlike SOS, Nests are not subject to specific tax code requirements, allowing corporations more flexibility in setting the terms and conditions. The exercise price of Nests may be set at fair market value or above on the date of the grant. 3. Restricted Stock Unit (RSU) Agreement: RSU agreements grant employees the right to receive shares of company stock upon the achievement of certain predetermined vesting conditions. Unlike stock options, RSS do not involve the purchase of shares but rather the issuance of already-owned shares to the employee, contingent on meeting the vesting schedule. 4. Performance Stock Option (PSO) Agreement: PSO agreements link the exercise of stock options to the achievement of specific performance targets, such as revenue goals, profitability metrics, or market share objectives. The granting and exercise of these options are contingent upon the corporation reaching predetermined milestones. The Oregon Stock Option Agreement between Corporation and Officer or Key Employee typically covers the following essential aspects: a. Grant of Options: This section specifies the number of shares the employee is entitled to purchase or receive under the agreement. b. Exercise Price: The exercise price represents the amount at which the employee can buy shares under the agreement. It may be fixed or determined based on a formula. c. Vesting Schedule: The vesting schedule outlines the time period during which the employee must remain with the corporation to earn the right to exercise the options. It may be based on the employee's tenure or achievement of predetermined performance goals. d. Term and Expiration: Specifies the duration of the agreement and the deadline by which the employee must exercise the options. e. Termination and Forfeiture: Describes the circumstances under which invested options may be forfeited upon the employee's termination or resignation. f. Tax Considerations: Provides an overview of the tax implications associated with exercising stock options, including any specific Oregon tax laws that may apply. g. Governing Law and Dispute Resolution: Determines the jurisdiction governing the agreement and outlines the process for resolving any disputes that may arise from the agreement. It is important for both the corporation and the officer or key employee to carefully review and understand the terms of the Oregon Stock Option Agreement before signing. Consulting with legal and tax professionals is highly recommended ensuring compliance with applicable laws and tax regulations.