A Virginia Stock Option Agreement between a corporation and an officer or key employee is a legally binding contract that outlines the terms and conditions under which the officer or key employee may purchase shares of the corporation's stock at a predetermined price in the future. This agreement is important for corporations seeking to incentivize and reward their officers or key employees by offering them the opportunity to become shareholders. By granting stock options, the corporation provides an incentive for their officers or key employees to contribute to the company's success and align their interests with that of the shareholders. The Virginia Stock Option Agreement typically includes the following key elements: 1. Parties: Clearly identifies the corporation and the officer or key employee entering into the agreement. 2. Grant of Options: Specifies the number of stock options being granted to the officer or key employee, as well as the exercise price (the price at which the shares can be purchased) and the vesting schedule. 3. Vesting Schedule: Outlines the timeframe and conditions under which the stock options will become exercisable. Typically, a vesting period is established to incentivize the officer or key employee to remain with the corporation for a certain period of time and achieve certain performance milestones. 4. Exercise Period: Specifies the duration within which the officer or key employee can exercise their stock options after they have vested. It also includes any conditions or limitations on exercising the options, such as restrictions on selling or transferring the acquired shares. 5. Terms and Conditions: Sets forth additional terms and conditions governing the stock options, such as restrictions on transferability, rights in the event of termination, change of control provisions, and tax considerations. Different types of Virginia Stock Option Agreements between corporations and officers or key employees may include: 1. Incentive Stock Options (SOS): These options qualify for special tax treatment under the Internal Revenue Code and have certain eligibility requirements, such as the stock option being granted at or above the fair market value of the stock on the date of grant. 2. Non-Qualified Stock Options (Nests): These options do not qualify for the same tax advantages as SOS but offer more flexibility in terms of eligibility requirements and exercise price. 3. Restricted Stock Units (RSS): Unlike stock options, RSS represent an actual grant of shares at a future date. They typically have a vesting period and may provide additional rights and restrictions compared to traditional stock options. In conclusion, a Virginia Stock Option Agreement between a corporation and an officer or key employee provides a framework for granting stock options as a means of incentivizing and retaining valuable talent. It establishes the terms, conditions, and limitations surrounding the stock options, ensuring both parties have a clear understanding of their rights and obligations.