A Tennessee Stock Option Agreement between a corporation and an officer or key employee is a legally binding contract that outlines the terms and conditions of offering stock options as a form of compensation or incentive. This agreement is specifically governed by the laws of the state of Tennessee. In this agreement, the corporation grants the officer or key employee the right to purchase a specified number of shares of the company's stock at a predetermined price (the exercise price) within a defined time period. These stock options serve as a potential financial reward and align the interests of the employee with the success of the corporation. The agreement typically includes the following key elements: 1. Parties involved: The agreement clearly identifies the corporation (the granter) and the officer or key employee (the grantee) participating in the stock option plan. 2. Grant of stock options: The agreement specifies the number of stock options granted to the employee, along with the exercise price and the vesting period. Vesting refers to the time period over which the employee gradually gains ownership rights to the stock options. 3. Exercise period: The agreement states the duration or window of time during which the employee can exercise their stock options and purchase the company's stock at the predetermined price. This period is usually subject to specific conditions, such as continued employment or meeting performance targets. 4. Expiration: The agreement mentions the expiration date, which signifies the last day the employee can exercise their stock options before they become void. 5. Terms and conditions: The agreement includes various terms and conditions related to the stock options, such as transferability restrictions, requirements to comply with applicable laws and regulations, and confidentiality obligations. Different types of Tennessee Stock Option Agreements may include: 1. Incentive Stock Option (ISO) Agreement: A type of stock option arrangement that meets specific criteria outlined by the Internal Revenue Code (IRC). SOS generally offer favorable tax treatment to the employee upon exercising the options, subject to certain holding periods and limitations. 2. Non-Qualified Stock Option (NO) Agreement: Unlike SOS, Nests do not meet the IRC's specific requirements for favorable tax treatment. Nests are more flexible in terms of grant size, eligibility, and exercise price, but they may have different tax implications for the employee. It is essential for both the corporation and the officer or key employee to thoroughly review and understand the terms of the Tennessee Stock Option Agreement before signing. Seeking legal advice is highly recommended ensuring compliance with state laws and maximize the benefits of such agreements.