Share Option Agreement Template

This Share Option Agreement (the "Agreement") is entered into on   (the "Effective Date") by and between 

 , a company incorporated under the laws of the State of  , having its registered place of business at  , duly represented by     (the "Company"), and

WHEREAS the Company intends to offer the Optionee the opportunity to purchase shares;

WHEREAS the Optionee desires to purchase the Company's shares according to the terms and conditions herein;

WHEREAS   has determined that it would benefit the Company and its shareholders to grant the option to the Optionee;

NOW, THEREFORE, in consideration of the mutual covenants and representations outlined in this Agreement, the Parties hereby agree as follows: 

The "Option" refers to the right, but not the obligation, to purchase one or more shares at a predetermined price on a specific future date. 

The "Granting Date" refers to the date when the Option is awarded to the Optionee.

The "Vesting Period" refers to the time when the Optionee can exercise the Option and purchase one or more shares.

The "Exercise Price" is the cost the Optionee pays to exercise the Option and purchase one or more shares.

The "Fair Market Value of the Option Shares" refers to the accepted current value of one share of the Company's Stock. It represents the value of the Stock on the open market.

The Company hereby grants to the Optionee an option (the "Option") to purchase as of   (the "Granting Date") up to   common shares, the nominal value of   per share (the "Option Shares"), at an exercise price of   per share (the "Exercise Price"), in a total amount of  .

The Option shall expire on  . All rights under this Agreement that have not been exercised upon its expiration or termination shall be void and unenforceable.

Person eligible to exercise. Only the Optionee or the Optionee's authorized legal representative may exercise the Option. After the death of the Optionee, any exercisable Option may, before the Termination Date, be exercised by the Optionee's representative or by any person empowered to do so under the Optionee's will or under the applicable laws of descent and distribution. 

Manner of exercise. This Option may be exercised by the Optionee's written notice to the Company anytime from the Granting Date to the end of the Vesting Period. The form of written notice is provided in the Annex. The Option shall be exercised within a specific percentage of the total Option Shares granted, depending on the number of full years from the Granting Date to the date of exercise, as outlined in the following schedule: 

 .

The Option shall be exercised upon completion of the following conditions:

• A written notice from the Optionee indicating the exercise of the Option.
• Full payment for the Option Shares for which the Option is being exercised.
• If the Option is exercised by anyone other than the Optionee, appropriate proof of the right to do so must be provided.

The Company must inform the Optionee of any conditions or restrictions that may be imposed on the issuance of Option Shares upon the exercise of the Option by the registration authority or other regulatory body. The Company and the Optionee acknowledge that obtaining permits or registrations may involve processes that are beyond the Company's direct control, such as processing times, review periods, and potential requests for additional information from the registration authority or regulatory body. Therefore, the Parties agree that a reasonable time frame should be provided for the permit issuance process. 

Upon the exercise of the Option, the Optionee shall be entitled to receive:

Physical certificate. If the Company issues physical stock certificates, the Optionee shall receive a stock certificate in the Optionee's name or in accordance with the instructions provided by the Optionee.

The Optionee acknowledges that the receipt of the Physical Certificate denotes both ownership of the Option Shares acquired and acceptance of the terms and conditions of this Agreement. The Company shall make reasonable efforts to deliver the Physical Certificate to the Optionee within   days after the Option is exercised, provided the Optionee complies with all applicable laws, regulations, and internal company policies. 

The Optionee shall pay the Company the Exercise Price for exercised Option Shares. Payments shall be made by cash.

With regard to the Option Shares, the Optionee shall not be entitled to any shareholder rights unless and until the Optionee exercises all or a portion of the Option and obtains the Physical Certificate.

The Option and the Shares issued to the Optionee upon exercising the Options shall be governed by the terms and provisions of the Shareholder Agreement to the extent applicable to the Option and such Option Shares. If any conflict arises between this Agreement and the Shareholder Agreement, the terms of the Shareholder Agreement shall prevail.

During the term of this Agreement, the Company shall always reserve and keep the Option Shares available in an amount sufficient to meet the requirements of this Agreement. In the event of a "spin-off" or other substantial distribution of assets of the Company that has a material diminutive effect upon the Fair Market Value of the Option Shares, the Company shall, in its discretion, make an appropriate adjustment to the Exercise Price to reflect such diminution.

The Company:

• Is responsible for maintaining accurate records of the Option grants, including the number of Option issued, vesting schedules, exercise dates, and any associated transactions.
• Should notify the Optionee of shareholder rights and provide any pertinent information and updates regarding the performance of the Company and its corporate actions.
• Shall be responsible for obtaining all necessary permits, approvals, consents, or authorizations required by applicable laws, regulations, or governing authorities for the lawful issuance and exercise of the Option granted under this Agreement.
• Upon the Optionee's exercise of the Option, the Company shall promptly take the necessary steps to register the issued Option Shares in the Optionee's name or as per the Optionee's instructions, in compliance with applicable laws and regulations.

This Agreement shall commence on the Effective Date and shall continue until   (the "Termination Date") unless terminated earlier under the terms of this Agreement. However, the provisions regarding the receipt of documents for Shares and the Confidentiality clause shall remain in effect after the Termination Date.

Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party becomes insolvent or files for bankruptcy.

The Parties shall cover all taxes related to the Option under the Agreement according to the applicable laws and regulations.

The Optionee consents that the Company may deduct the minimum statutory amount of federal, state, and local withholding taxes from the Optionee's compensation, if any, related to the amount regarded as compensation and deductible from the Optionee's gross income. At the Company's discretion, the required withholding amount may be deducted directly from the Optionee's compensation in cash or from the Option Shares otherwise deliverable to the Optionee upon exercising the Option. The Optionee further agrees to pay the Company any under-withheld taxes in cash upon demand if the Company does not withhold an amount from the Optionee's remuneration sufficient to cover the Company's income tax withholding obligation.

Either Party shall keep private any exclusive or confidential information shared during cooperation under this Agreement. The confidential information is any non-public information, data, trade secrets, proprietary information, financial data, business strategies, and any other information that is disclosed by one Party to the other Party in connection with this Agreement, whether disclosed in written, oral, electronic, or other tangible form. Confidential information shall also include the terms and conditions of this Agreement. 

The Parties shall use the confidential information solely for the purpose of fulfilling their obligations and exercising their rights under this Agreement. Using this confidential information for any other purpose requires prior written consent from the other Party. 

The Parties acknowledge that violating this confidentiality clause may result in significant harm, and monetary damages may not be an adequate remedy. In such cases, the offending Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the obligation to provide a bond or prove actual damages.

This confidentiality clause shall remain in effect until the termination or expiration of this Agreement.

Any notice or communication required to be given under this Agreement shall be deemed duly given if delivered personally or sent by registered mail or return receipt requested to the address set forth in the opening paragraph or to any other address that one Party may have provided to the other Party in writing, or emails set forth herein.

This Agreement shall be governed by and construed under the laws of the State of  , and any disputes arising out of or in connection with this Agreement shall be exclusively resolved by the courts of the State of  . 

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall still be valid and enforceable.

This Agreement represents the entire understanding between the Parties and supersedes any prior oral or written agreements.

The failure of any Party to enforce a particular provision of this Agreement shall not constitute a waiver of the Party's right to enforce that provision in the future.

This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties.

This Agreement shall be binding for the Parties and their respective permitted successors and assigns. 

Notice of Exercise Form.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

Dear Sir/Madam,

According to the terms of the Share Option Agreement dated  , I hereby exercise my Share Option to purchase ______________ (specify the number of shares the Optionee intends to acquire) shares as follows:

1.  Exercise Price:   per share, in the total amount of $__________________.

2.  Date of exercise: ___________________.

3. Other:  .

I request that the Company process the exercise of my Option as soon as practicable, and I acknowledge that upon exercise, in accordance with the provisions of the Share Option Agreement, I will become a shareholder of the Company with respect to the Shares acquired.

I understand the nature of the transaction I am making and the associated financial risks. I am aware that it is my responsibility to consult with competent tax and legal advisors about the relevant national, state, and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the shares.

Sincerely,

_______________

Date: ______________________