A Virginia Director Option Agreement is a legal document that serves as a contract between a company and its director(s) granting them the option to purchase company stock at a future date. This agreement allows directors to participate in the growth and success of the company by allowing them the opportunity to obtain ownership interest through equity. A Director Option Agreement typically includes various key elements and clauses to outline the terms and conditions of the options, such as exercise price, vesting schedule, expiration date, and how the options can be exercised. It sets forth the rights and obligations of both the company and the director, ensuring clarity and transparency throughout the process. In Virginia, there are different types of Director Option Agreements that can be tailored to meet the specific needs and goals of the company and its directors. These variations may include: 1. Fixed Exercise Price Director Option Agreement: This type of agreement specifies a fixed exercise price that the directors must pay to purchase company stock when exercising their options. The exercise price is predetermined and remains constant throughout the agreement period. 2. Variable Exercise Price Director Option Agreement: Unlike the fixed exercise price agreement, this variation allows the exercise price to fluctuate based on certain predetermined conditions or financial benchmarks. The exercise price can be adjusted periodically to reflect the company's performance, market conditions, or other agreed-upon factors. 3. Performance-Based Director Option Agreement: This agreement ties the exercise of options to the achievement of specific performance goals or milestones, such as revenue targets, profitability thresholds, or market share objectives. Directors can exercise their options only if the company meets the predetermined performance criteria. 4. Time-Vested Director Option Agreement: This type of agreement grants directors the right to exercise their options gradually over a specific vesting period. Typically, the options become exercisable in installments, encouraging directors to stay with the company for a longer duration. 5. Immediate-Vested Director Option Agreement: In contrast to the time-vested agreement, the immediate-vested agreement allows directors to exercise their options immediately after they are granted, without any vesting period. This arrangement provides directors with full ownership rights from the outset. It is essential to consult with legal professionals familiar with Virginia corporate law when drafting or entering into a Director Option Agreement to ensure compliance with relevant regulations and to tailor the agreement to meet the specific needs of the company and its directors.