Free stock option grant notice template for Delaware corporations
A working starter for Delaware stock option grant notices. Records the strike, vesting schedule, expiration, tax classification, and assignment to the equity incentive plan, with DGCL corporate authority references built in.
| Statute family | DGCL |
|---|---|
| Format | Editable Word and print-ready PDF |
| Use case | Drafting starter / counsel review baseline |
- Standard fields: optionee, grant date, number of shares, strike price, vesting commencement
- Vesting schedule defaults to 4 years with 1-year cliff
- Tax classification: ISO or NSO (US), employee stock option (Canada, UK)
- Expiration: 10 years from grant date, shorter on termination or resignation
- Reference to the equity incentive plan and the authorizing board resolution
- Editable Word and print-ready PDF format
What the grant notice records
The Delaware grant notice captures everything the cap table needs to track an option through its lifecycle:
- Optionee: name, employee/service-provider classification, country of residence (for tax).
- Grant date: the date the board approved the grant by resolution.
- Number of shares: total shares subject to the option, by class.
- Strike price: price per share at which the option may be exercised. For US ISOs, must be at least 100% of fair market value at grant; for NSOs and employee options outside the US, 409A-equivalent valuation principles apply.
- Vesting commencement date: typically the start date of employment, unless explicitly set to a different date.
- Vesting schedule: standard 4 years with a 1-year cliff (25% on the first anniversary, then monthly or quarterly vesting through year 4).
- Expiration: 10 years from grant date in most plans; on termination, typically 90 days to exercise vested options (or shorter for cause).
- Tax classification: ISO or NSO (US); employee stock option, regulated by ITA section 7 (Canada); or the local equivalent.
- Plan reference: the equity incentive plan under which the option is granted, plus the board resolution.
DGCL considerations
For Delaware corporations under Delaware General Corporation Law, 8 Del. C. tit. 8, the grant notice should reference the board resolution authorizing the equity incentive plan and the specific grant. In Canada, employee stock options are governed by Income Tax Act section 7, with special treatment for CCPCs (Canadian-controlled private corporations). In the US, the ISO vs NSO designation affects federal tax treatment under IRC sections 421 and 422. The UK uses tax-advantaged option schemes (EMI, CSOP) with their own framework. Confirm the local tax framework with counsel before issuing.
Drafting starter, not the equity plan itself
The grant notice sits inside a broader equity incentive plan. The plan sets the rules; the notice records the specific grant. This template is the notice only. If you don't yet have an equity incentive plan in place, work with counsel to adopt one before issuing options. The notice references the plan; both must be in the minute book.
We’ll send the editable Word version, a print-ready PDF, and the DGCL statute references so you can adapt the template for your situation.
Octelligence drafts stock option grant notices from the corporate record, with statute references prefilled, signature collection built in, and automatic filing to the minute book once signed.
See Digital Corporate RecordsOctelligence generates jurisdiction-aware documents from the corporate record, not a Word file.