Party 1 Full Company Name: Commercial Registration Number: Tax Number: Headquarters Address: Name of Authorized Signatory: Position of Representative (Director/Authorized Person): Phone: Email: | Party 2 Full Name (Four-part): National ID: Nationality: Address: Phone: Email: |
This contract is made between the parties whose complete details are provided in the attached contracting form, hereinafter referred to as "Party One" and "Party Two," collectively referred to as "the Parties." In accordance with the provisions of the Egyptian Civil Law No. 131 of 1948, the Egyptian Labor Law No. 14 of 2025 and its executive regulations, the Companies Law No. 159 of 1981, the Capital Market Law No. 95 of 1992, the Personal Data Protection Law No. 151 of 2020, and the current tax laws and regulations in the Arab Republic of Egypt, this agreement aims to regulate the granting of shares or stock options to employees as part of the compensation and incentive package. The company grants the employee the right to purchase a specified number of its shares at a specified price (the exercise price) within a defined period, with the objective of motivating the employee to achieve the company's long-term goals, aligning their interests with those of the shareholders, and enhancing loyalty and belonging to the company. This is to be done in compliance with the terms and conditions governing this grant, including the vesting period, exercise price, exercise period, the status of options in the event of leaving the job, tax implications, compensation conditions, and penalties, all in a framework of transparency and adherence to the provisions of the laws and regulations governing in the Arab Republic of Egypt. The parties have agreed as follows:
Article (1) Definitions of the Agreement
1- The words and phrases set forth below - wherever mentioned in this agreement - shall have the meanings specified beside each, unless the context of the text necessitates another meaning:
2- The Agreement: refers to this employee stock grant/stock option agreement in its entirety, including all its terms and annexes, with its preamble considered an integral part thereof.
3- The Company: Party One to this Agreement, which is the Egyptian joint stock or limited company, or the legal entity employing the Employee, granting the shares or options.
4- The Employee: Party Two to this Agreement, which is the natural person employed by the Company, to whom shares or options are granted as part of the compensation and incentive package.
5- Shares: The capital stock of the Company, or any other securities representing an ownership interest in the Company.
6- Stock Options: The right of the Employee to purchase a specified number of shares of the Company at a specified price (the exercise price) during a specified period.
7- Restricted Stock: Shares granted directly to the Employee, but subject to certain restrictions, such as a vesting period and the Company's right to reclaim them in specific cases.
8- Restricted Stock Units (RSUs): A promise from the Company to grant shares to the Employee at a future date, after meeting certain conditions (such as continued employment for a specified period).
9- Exercise Price: The price at which the Employee has the right to purchase shares when exercising their options.
10- Vesting Period: The duration for which the Employee must continue employment with the Company to become eligible to exercise their options or benefit from their shares.
11- Vesting Schedule: The timeline that specifies when and how the Employee becomes eligible to exercise their options or benefit from their shares, as specified in Annex (1) of this Agreement.
12- Exercise Period: The duration during which the Employee has the right to exercise their options after the vesting period ends.
13- Grant Date: The date on which the Company grants the Employee shares or options, as specified in Annex (1) of this Agreement.
14- Vesting Date: The date on which the Employee becomes eligible to exercise their options or benefit from their shares, according to the vesting schedule.
15- Expiration Date: The date on which the stock options expire, after which the Employee has no right to exercise them.
16- Number of Shares: The number of shares or options granted to the Employee, as specified in Annex (1) of this Agreement.
17- Full Vesting: The condition reached by the Employee to be eligible to exercise all their options or benefit from all their shares.
18- Partial Vesting: The condition whereby the Employee is eligible to exercise only a portion of their options or benefit from only a portion of their shares, according to the vesting schedule.
19- Forfeiture: The loss of the Employee's rights to unvested shares or options in specific cases (such as leaving the job).
20- Clawback: The Company's right to reclaim shares or options (or their value) from the Employee in specific cases (such as achieving incorrect financial results or violating Company policies).
21- Fair Market Value (FMV): The fair market value of the shares on the Grant Date, or the Exercise Date, or any other specified date, according to the rules outlined in Annex (2) of this Agreement.
22- Related Parties: Includes subsidiaries, parent companies, sister companies, as well as directors, employees, contractors, consultants, agents, and representatives of the Company.
Article (2) Subject of the Agreement and Scope of the Grant
1- First: Granted Shares / Options:
2- The Company grants the Employee the following shares or options, detailed in Appendix (1) of this Agreement:
3- Type of Grant:
4- Number of Shares / Options:
5- Exercise Price (for Options): Egyptian Pounds.
6- Grant Date:
7- Vesting Period:
8- Vesting Schedule:
9- Exercise Period: month(s).
10- Expiration Date:
11- Second: Grant Conditions: