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HR Option Repricing Notice

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HR OPTION REPRICING NOTICE

Personal Information

Position Information

Job Title:     Department:

Reporting Manager:     Company Start Date:

Employment History (Most Recent)

Employment History (Prior)

Education

Professional References

Option Repricing Details

Plan Name:    Grant/Certificate No.:

Original Grant Date:    Number of Options Affected:

Original Exercise Price (per share): $    New Exercise Price (per share): $

Board Approval Obtained: Yes     No     If yes, Approval Date:

Amendment Terms and Legal Notices

This notice amends the terms of the subject option grant solely to reflect the revised exercise price identified above. Except as expressly modified in this notice and any formal amendment to the option agreement executed under the applicable equity plan, all other terms and conditions of the original option grant, including vesting schedule, term, and transfer restrictions, remain in full force and effect.

The company makes no representation regarding tax consequences arising from the repricing. You are advised to consult your own tax and financial advisors regarding the tax consequences of the amendment. The company will comply with applicable withholding and reporting obligations as required by law.

By signing below, the Employee acknowledges receipt of this notice, confirms that the Employee has had an opportunity to review the repricing terms, and consents to the amendment of the option grant as set forth herein. The Employee further authorizes the company to update plan records and take any administrative actions necessary to implement this repricing.

Consent and Acknowledgements

Acceptance Required: Yes    No     If acceptance required, Employee must sign and return this notice by:

Employee elects to: Accept the repricing    Decline the repricing

Legal Disclosures — Employment and Equal Opportunity

At-Will Employment: Nothing in this notice, the repricing amendment, or any related communications alters the at-will employment relationship, unless expressly stated in a separate written agreement signed by an authorized officer of the company.

Equal Employment Opportunity: The company is an equal opportunity employer. Decisions to amend equity awards are made in accordance with nondiscrimination policies and applicable law.

Applicant/Employee Certifications and Authorizations

I certify that all information provided in this form is true and complete to the best of my knowledge. I understand that any false statements may result in disciplinary action under company policies.

Authorization to Contact Previous Employers and Conduct Background Checks: I authorize the company to contact prior employers and to obtain background checks as authorized by applicable law.    I do not authorize (employee understands this may affect eligibility for certain roles or awards)

Additional Notes (HR Use)

Employee Printed Name:

Signature:

Date:

Enter text✕

What the HR Option Repricing Notice Is and When It’s Used

The HR Option Repricing Notice is a written communication an employer issues to option holders when the company modifies the terms of previously granted stock options. It explains the change in exercise price or the replacement award, states the effective date, summarizes tax and transfer restrictions, and sets any acceptance or election deadlines. The notice typically accompanies an amendment or new grant agreement and should produce an auditable record of delivery and recipient response to support corporate governance, tax reporting, and securities compliance.

Why a Clear, Accurate Notice Matters

A precise HR Option Repricing Notice documents consent, clarifies employee obligations, and reduces legal and tax exposure for both the company and recipients.

Why a Clear, Accurate Notice Matters

Who Prepares and Who Receives the Notice

HR, compensation, finance, and corporate counsel collaborate to prepare and approve the notice before distribution.

  • HR administrators — prepare template notices, manage distribution lists, and track acknowledgements in personnel records.
  • Corporate counsel — review for securities, tax (409A), and contract implications prior to issuance.
  • Finance and payroll — update equity ledgers and tax reporting systems after acceptance or amendment execution.

Maintain records of distribution and acceptance to support tax filings, board minutes, and any required regulatory filings.

Typical Roles Involved

HR Manager

An HR Manager compiles recipient lists, sends notices, and tracks signed amendments. They coordinate with finance and legal to ensure the notice matches board-approved terms and that employee files record acceptance.

General Counsel

General Counsel reviews the repricing for compliance with securities laws, corporate charter and equity plan rules, and potential tax issues under IRC §409A; they advise on required language and approvals.

Key Elements to Include in Every HR Option Repricing Notice

A professional notice states the modification clearly, lists affected grants, and provides an explicit acceptance and effective date so recipients and administrators can act consistently.

Affected Grants

Identify by grant date, grant ID, and option count so recipients can confirm which awards are modified and avoid ambiguity about which options are repriced.

Revised Terms

State the new exercise price, vesting changes, replacement award details, and any new expiration dates or restrictions introduced by the amendment.

Effective Date

Provide the effective date of the change and any retroactive elements; this date determines tax and accounting treatment for grant modifications.

Acceptance Instructions

Explain how to accept or reject the amendment, applicable deadlines, whether signature is required, and how to return executed documents.

Tax Notice

Summarize tax considerations such as potential IRC §409A exposure, Section 83(b) election timing, and who to contact for detailed tax advice.

Approvals

Note board or compensation committee approvals and reference the corporate resolution or meeting date authorizing the repricing.

Step-by-Step: Preparing and Issuing a Repricing Notice

Follow a concise sequence from approval through recordkeeping to reduce compliance risk and ensure consistent communication.

  • 01
    Draft Notice: Prepare clear amendment language and list affected grants.
  • 02
    Obtain Approvals: Get board and committee approvals and note meeting minutes.
  • 03
    Distribute Notice: Send via secure eSignature or registered delivery with proof.
  • 04
    Record Acceptance: Store signed amendments and update equity plan records.

Where to Send and How to File Executed Notices

Decide distribution and filing paths before sending notices so recipients receive consistent instructions and administrators know where signed copies are stored.

  • Send to Employee: Deliver by secure eSignature platform or company email with tracking.
  • Update Equity Ledger: Record new exercise price and award terms in the equity management system.
  • Notify Payroll: Inform payroll of any tax withholding or reporting impacts.
  • Retain Signed Copy: Store executed PDFs in employee file and corporate records repository.

Typical Digital Workflow Settings for Issuing Notices

A standardized digital workflow reduces manual steps and creates an audit trail for approvals, distribution, and signature capture.

Field Configuration
Authentication Email link plus optional SMS code
Delivery Method eSignature link with reminder cadence
Template Use an amendment template with merge fields
Record Retention Automatically save signed PDF to HR and equity systems

Platform Capabilities to Support Repricing Notices

Choose a platform that captures signatures, audit trails, and signer authentication and that integrates with HR and finance systems.

  • Authentication: Email, SMS, or KBA
  • Audit Trail: Timestamp and IP logging
  • Integrations: HRIS, NetSuite, Salesforce

Representative eSignature Pricing and Feature Snapshot

Compare common vendor starting prices and key features relevant to high-volume HR notices; signNow appears first per platform ordering requirements.

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 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Required Data Elements in the Notice

Employee Name: Full legal name
Grant Date: MM/DD/YYYY format
Grant ID: Internal award identifier
Old Price: Numeric currency value
New Price: Numeric currency value
Signature Line: Signer name and date

Primary Legal and Tax Risks to Consider

409A Exposure: May trigger deferred compensation tax (IRC §409A)
Section 83(b): Missed election affects taxable event timing
Securities Compliance: Insider trading restrictions and disclosure obligations
Contract Challenges: Ambiguous terms risk contractual disputes
Tax Reporting: Errors can produce IRC §6721 penalties
Recordkeeping: Insufficient proof of delivery impedes audits

Real-World Examples of Digital Signature Use for Equity Documents

Companies have used digital signing to speed execution and provide auditable records for amended awards and related notices.

Optica Ventures LLC

Optica used digital notices to distribute award amendments to remote employees quickly.

  • The platform cut turnaround time substantially for signers.
  • As a result, the company documented acceptance for all recipients, updated equity ledgers immediately, and preserved audit trails for future tax and compliance reviews.

Tech Data

Tech Data standardized amendment notices and routing to internal approvers.

  • The workflow reduced administrative overhead.
  • The firm reported faster internal approvals, clearer evidence of board authorization, and reliable signed records integrated with NetSuite for accounting reconciliation.

Practical Tips for Accurate, Efficient Notices

Follow these best practices to reduce ambiguity, protect against disputes, and streamline administrative handling.

Use Standardized Templates
Create a template that includes grant identifiers, explicit acceptance language, effective date, and clear instructions for returning executed amendments to reduce drafting errors and speed distribution.
Confirm Approvals Before Sending
Attach or reference the board resolution or committee minutes authorizing the repricing to demonstrate corporate authority and simplify later audits or inquiries.
Provide Tax Guidance
Include a tax notice summarizing possible IRC §409A and Section 83(b) consequences and recommend recipients seek individual tax advice to avoid costly misunderstandings.
Keep an Audit Trail
Retain signed PDFs with time stamps, signer attribution, and any authentication logs to support tax filings, audits, and potential litigation.

Common Questions About HR Option Repricing Notices

Answers to frequently asked questions cover signature validity, tax concerns, and recordkeeping practices for repricing notices.


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