Is electronic signing legally valid?

Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure intent, consent, attribution, and retrievable records to meet the four-part ESIGN test.

Do I need a notary or witness?

Typically no for an option deed, but state corporate or transfer requirements or plan documents may require notarization; confirm with counsel and state registrar if recording or transfer requires notarized acknowledgement.

Can employee sign remotely with RON?

Remote Online Notarization is accepted in most states, but rules vary; verify state RON status and identity-proofing requirements before relying on a RON-notarized execution.

What if the employee leaves before vesting?

Standard deeds specify forfeiture or pro-rata vesting; review termination provisions carefully and ensure the deed aligns with the option plan and board approvals to avoid disputes.

When should an 83(b) election be filed?

If applicable, the employee must file an 83(b) election with the IRS within 30 days of grant; advise employees to seek tax counsel and keep a copy of the deed attached to the election.

How long should we retain executed deeds?

Retain executed deeds for the term of the agreement plus relevant statutory periods—minimum three years for tax records (IRC §6501(a)), six years if healthcare data applies (45 CFR §164.530(j)); check state variations.

Electronic Signature
Templates
HR
Employee Share Option Deed

Employee Share Option Deed

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

EMPLOYEE SHARE OPTION DEED

Analysis and Document Scope

This Employee Share Option Deed is a bilateral contractual instrument by which the Employer grants Options to the Employee under specified terms. A bona fide deed includes: recitals identifying the parties and context; operative grant clause specifying number, class, price and expiry; vesting provisions and schedule; exercise mechanics and payment procedures; restrictions on transfer; consequences on termination or change of control; tax and compliance allocation; representations and warranties; notice, amendment and governing law clauses; and execution as a deed by both parties. The form below contains those clauses and the HR data required for employee records and eligibility verification.

Parties signing: Employer and Employee (two-party contract). This document includes personal and employment-history sections, consent to background checks and certifications commonly required by employers, and an explicit signature block for each party.

Deed Date and Parties

Date of Deed:

Employer Name Employer Address Employer Registration / Company ID Employee Name Employee Address

Recitals

A. The Employer operates a share capital and equity incentive plan and has the power to grant Options to acquire ordinary shares in the Employer.

B. The Employer wishes to grant Options to the Employee and the Employee wishes to accept such Options, on the terms set out in this Deed.

Grant of Options

The Employer hereby grants to the Employee the Options specified below subject to the terms of this Deed and any applicable plan rules.

Number of Options Class of Shares Subject to Option Exercise Price (per share)

Expiry Date: Vesting Commencement:

Vesting Schedule (detailed)

Vesting Milestones

Cliff vesting period (if any):

Periodic vesting (percent / interval):

Exercise Procedure and Payment

To exercise an Option, the Employee must deliver to the Company a written Notice of Exercise specifying the number of Options to be exercised and accompanied by payment of the aggregate Exercise Price in cleared funds within the exercise period set out in this Deed.

Notice of Exercise Address / Email (for delivery) Exercise Period After Vesting / After Termination

Restrictions; Transferability

Options are non-transferable other than by will or in accordance with applicable laws. Any purported transfer in violation of this clause is void. Options do not confer rights as a shareholder until they are validly exercised and shares are issued.

Transferable on death: Yes

Taxation and Compliance

The Employee acknowledges that any tax liability arising on grant, vesting or exercise is the Employee's responsibility unless otherwise required by law. The Employer may withhold amounts or take such steps as required by applicable taxation laws to satisfy withholding obligations.

Employee acknowledges receipt of plan rules and agrees to comply: Yes

Representations and Warranties

The Employee represents that all information supplied to the Employer relating to eligibility for the grant is complete and not misleading. The Employer represents that it has authority under its constitutional documents to grant the Options and issue shares on exercise.

Termination; Acceleration on Change of Control

Consequences of termination (summary): vested Options may be exercisable for a limited period after termination; unvested Options are forfeited unless otherwise determined by the Employer. Acceleration provisions:

Governing Law and Dispute Resolution

This Deed is governed by the laws of: . Any dispute arising under this Deed will be resolved by the courts of that jurisdiction unless the parties agree otherwise in writing.

Notices

Employer Notice Address Employee Notice Address

HR Personal & Employment Information

Personal Information — Phone Personal Information — Email

Position Information

Job Title Department Reporting Manager Start Date (employment) Salary / Base Compensation

Employment History

Prior Employer 1 — Company Prior Employer 1 — Title

From: To:

Prior Employer 1 — Responsibilities Prior Employer 1 — Reason for Leaving Prior Employer 2 — Company Prior Employer 2 — Title

From: To:

Prior Employer 2 — Responsibilities Prior Employer 2 — Reason for Leaving

Education

Highest Degree Institution Graduation Date

References

Reference 1 — Name Reference 1 — Phone Reference 1 — Email Reference 1 — Relationship Reference 2 — Name Reference 2 — Phone Reference 2 — Email Reference 2 — Relationship Reference 3 — Name Reference 3 — Phone Reference 3 — Email Reference 3 — Relationship

Legal Disclosures & Certifications

At-Will Employment statement: The grant of Options does not constitute a promise of continued employment. Employment is at-will and may be terminated by either party subject to applicable law and any written agreement to the contrary.

Equal Opportunity statement: The Employer is an equal opportunity employer and does not discriminate on protected characteristics in recruitment, hiring, compensation, or any other employment condition.

Applicant / Employee Certification: I certify that all information provided in this Deed and in the enclosed HR sections is true and complete. I acknowledge that any material misstatement may result in forfeiture of Options or other remedies.

Authorization to contact previous employers and conduct background checks: I authorize the Employer to verify the information provided, to contact prior employers and references, and to obtain background checks to the extent permitted by law.

Consent to background check: I consent to the Employer conducting background and reference checks as described above.

Certification acknowledgement: I certify that the information provided is true and complete.

Miscellaneous Provisions

Amendment: This Deed may be amended only by an instrument in writing signed by both parties. Severability: If any provision is invalid it will be severed and the remainder will remain in force. Entire agreement: This Deed (together with plan rules) constitutes the entire agreement between the parties in relation to the subject matter.

Execution as a Deed

The parties execute this document as a deed and intend that it be legally binding upon execution and delivery by both parties.

Employee:

By:

Date:

Employer:

By:

Date:

What the Employee Share Option Deed Is and When It Applies

An Employee Share Option Deed is a legally binding agreement that grants an employee the right to acquire company shares at a specified exercise price, subject to stated vesting conditions and other terms. The deed records grant date, vesting schedule, exercise mechanics, transfer restrictions, tax treatment references (including any 83(b) election instructions), and dispute resolution provisions. It is used by private and public companies to formalize equity compensation, document parties’ obligations, and preserve corporate governance and securities-compliance records.

Why a Clear, Compliant Deed Matters

A well-drafted Employee Share Option Deed protects company and employee rights, reduces misinterpretation risk, and supports tax and securities compliance. It creates clear vesting triggers and transfer rules, and helps resolve disputes without litigation.

Who Typically Prepares and Signs These Deeds

Employers, HR, legal counsel, and employees commonly interact with share option deeds during grant and onboarding.

Company HR and compensation teams handle onboarding and recordkeeping for option grants.
Corporate counsel drafts and reviews terms to ensure securities and tax compliance.
Employees or recipients review vesting, tax consequences, and exercise mechanics before signing.

Each party should confirm identity, governing law, and any required notices before final execution.

Typical Signatory Roles

Company Officer

A corporate officer or authorized signatory executes on the company’s behalf, confirms grant authority, and ensures corporate records reflect the issuance; corporate counsel often reviews to confirm compliance with bylaws and securities law obligations.

Employee/Holder

The employee or option holder accepts the grant by signing, acknowledges vesting and exercise terms, and is responsible for timely tax elections, such as an 83(b) election where applicable and advised by counsel or tax advisors.

Essential Fields and Data Elements

Participant Name: Full legal name

Grant Date: MM/DD/YYYY

Number of Options: Integer count

Exercise Price: USD amount

Vesting Schedule: Detailed terms

Governing Law: State name

Step-by-Step: Filling Out the Deed

Follow these steps in order to complete, review, and execute the Employee Share Option Deed accurately.

01

Prepare Grant Data: Collect participant and grant information in a single file.
02

Draft Terms: Populate vesting, exercise, and restrictions sections.
03

Review and Approve: Legal and HR sign off before sending to employee.
04

Execute: Obtain signatures and retain audit trail.

Configuring an Online Completion Workflow

Set up a consistent digital workflow to populate data, route for approvals, and capture signed records.

Field	Configuration
Participant Name	Auto-fill from HR system
Vesting Schedule	Use conditional fields for cliffs and accelerations
Approvals	Set role-based signer order
Archive	Store completed PDF and audit log

Where to Send or File the Executed Deed

Determine destination based on corporate policy: HR records, corporate secretary, and employee copy are typical. Securities filings are separate.

Employee Copy: Provide signed PDF to the participant.
Corporate Records: File with corporate secretary or cap table registry.
HR System: Attach to employee personnel file.
Securities Filings: Submit only if required by regulator

Digital Signing and Technical Requirements

Use an eSignature workflow that captures intent, attribution, and a detailed audit trail to support enforceability.

File Formats: PDF, DOCX supported
Authentication: Email, SMS, or stronger
Integrations: HR and CRM systems

Ensure the chosen platform complies with ESIGN/UETA requirements, supports retention, and integrates with your HR or cap table provider for automated recordkeeping.

eSignature Vendor Comparison for Executing Deeds

Basic vendor pricing and feature differences relevant to executing Employee Share Option Deeds. signNow is listed first per platform comparison conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	Yes	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Core Clauses to Include in a Professional Deed

A comprehensive deed uses clear clauses to define the mechanics, obligations, and limits associated with an option grant.

Grant Details

Specify number of options, grant date, and recipient details so the grant is identifiable and traceable against cap table records.

Vesting Terms

Define vesting schedule, cliffs, acceleration events, and conditions tied to termination, change of control, or performance metrics.

Exercise Mechanics

Explain exercise procedure, payment methods, tax withholding instructions, and deadlines post-termination for exercise.

Transfer Restrictions

Include restrictions on assignment, rights of first refusal, and conditions under which options convert or lapse.

Tax Treatment

Address tax character, references to 83(b) election timing, and responsibility for tax filings and withholding.

Governing Law

Name the state law that governs interpretation, disputed resolution, and venue for litigation or arbitration.

Frequent Preparation Errors to Avoid

Using ambiguous vesting language that leaves open whether service or milestones trigger vesting, causing disputes and inconsistent cap table updates.
Failing to align deed terms with board resolutions and option plan documents, which can render the grant procedurally void or disputed.
Not capturing accurate grant dates or exercise prices, leading to incorrect tax treatment and potential transfer-price disputes.
Neglecting to record option grants in the company’s cap table or equity management system, creating reconciliation issues during financing or exit.

Potential Consequences of Incorrect or Missing Terms

Unenforceability: Grant may be void

Tax Exposure: Unexpected tax liabilities

Securities Risk: Regulatory notice or fines

Cap Table Errors: Dilution misstatements

Employee Disputes: Litigation or arbitration

Delayed Funding: Due-diligence complications

Real-World Examples of How Deeds Are Used

Representative scenarios illustrate common drafting choices and operational impacts when issuing employee options.

Startup Example

A seed-stage startup grants options to key hires with a four-year vesting schedule and 12-month cliff to incentivize retention.

The deed ties vesting to continued service and a standard acceleration on change of control.
Properly recording the grant on the cap table and providing a signed PDF to the employee enabled clean equity rounds and simplified investor due diligence.

Mature Company Example

A mid-market company issues performance-based options linked to revenue milestones to senior management.

Vesting triggers are milestone dates with partial immediate vesting at close.
Detailed exercise mechanics and tax indemnity clauses in the deed reduced disputes at exit and clarified withholding responsibilities for payroll.

Frequently Asked Questions About Employee Share Option Deeds

Common questions and practical answers about enforceability, eSigning, notarization, tax implications, and recordkeeping for option deeds.

Need help? Contact support

Is electronic signing legally valid?
Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure intent, consent, attribution, and retrievable records to meet the four-part ESIGN test.
Do I need a notary or witness?
Typically no for an option deed, but state corporate or transfer requirements or plan documents may require notarization; confirm with counsel and state registrar if recording or transfer requires notarized acknowledgement.
Can employee sign remotely with RON?
Remote Online Notarization is accepted in most states, but rules vary; verify state RON status and identity-proofing requirements before relying on a RON-notarized execution.
What if the employee leaves before vesting?
Standard deeds specify forfeiture or pro-rata vesting; review termination provisions carefully and ensure the deed aligns with the option plan and board approvals to avoid disputes.
When should an 83(b) election be filed?
If applicable, the employee must file an 83(b) election with the IRS within 30 days of grant; advise employees to seek tax counsel and keep a copy of the deed attached to the election.
How long should we retain executed deeds?
Retain executed deeds for the term of the agreement plus relevant statutory periods—minimum three years for tax records (IRC §6501(a)), six years if healthcare data applies (45 CFR §164.530(j)); check state variations.

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