Santa Clara, California Stock Option Agreement by Velocity, Inc. is a legal contract between Velocity, Inc. (the "Company") and its employee or grantee (the "Holder") that provides the Holder with the right to purchase a specified number of shares of the Company's stock at a predetermined price, known as the exercise price, during a specified period of time. Under this agreement, the stock options granted can be classified into different types: 1. Incentive Stock Options (SOS): These are stock options that meet certain requirements set by the Internal Revenue Code (IRC) and provide tax advantages for the Holder. SOS typically have certain restrictions, such as a maximum value and a required holding period, to maintain their tax-advantaged status. 2. Non-Qualified Stock Options (Nests): Also known as Nonstatutory Stock Options, these stock options do not meet the requirements for SOS and do not provide the same tax advantages. Nests offer more flexibility in terms of exercise price and vesting schedule. 3. Restricted Stock Units (RSS): Although not technically stock options, RSS are often considered as a part of stock option agreements. RSS represents a promise by the Company to grant the Holder a certain number of shares of stock in the future, once certain conditions are met, such as the completion of a specified service period. The Santa Clara, California Stock Option Agreement by Velocity, Inc. outlines various terms and conditions, including the number of shares subject to the option, the exercise price, the vesting schedule, and any restrictions on the exercises. It will also cover provisions related to termination or change of control events, transferability of the options, and any applicable tax implications. This agreement is crucial for aligning the interests of the Company and its employees or grantees. It serves as a motivation tool by allowing employees to share in the success of the Company, as well as attracting and retaining valuable talent. The specific terms and provisions within the Stock Option Agreement may vary depending on the individual circumstances and agreements between the Company and the Holder.