Skill

legalcode-equity-incentive-plan-review

Review equity incentive plans — stock option plans (ISO/NSO), RSU plans, RSA plans, phantom equity, SARs, and performance share plans — clause-by-clause to flag deviations from market standards, generate confidence-scored redlines, and produce an auditable analysis of plan design, 409A compliance, vesting mechanics, acceleration triggers, tax treatment, and SEC registration status. Use when reviewing a company's stock incentive plan, equity compensation plan, LTIP, management incentive plan, option agreement, RSU award agreement, or any equity compensation document. Covers share reserve sizing and evergreen provisions, 409A safe harbor compliance, ISO/NSO distinctions and the $100K annual cap, 83(b) election mechanics, single vs. double trigger acceleration, change-of-control plan treatment, clawback provisions (Dodd-Frank/SOX), plan amendment and termination authority, SEC registration under Form S-8 and Rule 701, and plan administration governance. Jurisdiction-aware for US (IRC §§ 409A/422/83/280G, DGCL, Dodd-Frank/SEC), UK (EMI/CSOP under ITEPA 2003, Companies Act 2006), and international equity sub-plans. GREEN/YELLOW/RED severity classification with specific redline language. Produces a fully diluted dilution model, employee value delivery assessment, tax efficiency analysis, exit scenario walkthrough, and Glass Box audit trail.