# Equity incentive plan review
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Review equity incentive plans — stock option plans (ISO/NSO), RSU plans, RSA plans, phantom equity, SARs, and performance share plans — clause-by-clause to…

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.

This skill reviews equity incentive plans and related award documents against market standards and applicable law. It identifies design deficiencies, drafting gaps, and compliance risks, then generates actionable recommendations. **Covers:** - Stock option plans (ISO and NSO), RSU plans, RSA plans, SARs, and phantom equity plans - IRC § 409A compliance analysis for deferred compensation elements - ISO qualification under IRC § 422 including the $100K annual limit - Vesting schedule design: cliff, graded, milestone, and hybrid - Acceleration triggers: single-trigger, double-trigger, and hybrid mechanics - Change-of-control plan treatment: assumption, substitution, and cash-out - Post-termination exercise windows and treatment of vested/unvested awards - Share reserve sizing, evergreen (automatic replenishment) provisions, and dilution impact - 83(b) election availability and mechanics for restricted stock - Clawback / recoupment provisions under Dodd-Frank §954 and SOX §304 - Plan administration governance: committee authority, delegation, and conflicts of interest - SEC registration: Form S-8 eligibility and Rule 701 exemption thresholds - UK Enterprise Management Incentives (EMI) and Company Share Option Plans (CSOP) - International sub-plan design and multi-jurisdiction compliance flags **Does not:** - Draft new equity plans (use a drafting-specific skill) - Provide tax advice or model individual tax outcomes - Value shares or compute ...

## Jurisdictions

Global



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