Generate a comprehensive equity incentive plan for your startup. Authorize ISOs, NSOs, RSUs, and stock awards. Customize pool size, vesting schedules, exercise terms, change of control provisions, and plan administration with real-time preview.
I built this equity incentive plan generator to help startups and growing companies establish formal equity compensation programs without incurring thousands of dollars in legal fees for a first draft. A well-structured equity incentive plan is essential for attracting and retaining top talent, aligning employee interests with company growth, and establishing the legal framework for granting stock options and other equity awards.
This generator supports all major award types including Incentive Stock Options (ISOs), Non-Qualified Stock Options (NSOs), Restricted Stock Units (RSUs), and Restricted Stock Awards (RSAs). You can configure the share pool size, ISO limits, evergreen auto-increase provisions, standard vesting schedules with cliff periods, option expiration terms, post-termination exercise windows, early exercise provisions, and change of control acceleration triggers.
Every field updates the live preview instantly, so you can see exactly how your equity incentive plan will read before downloading. The generator dynamically includes or excludes sections based on your selections.
Key features include: configurable award types with conditional provisions, standard four-year vesting with customizable cliff periods, ISO-specific rules for 10% stockholders, early exercise with 83(b) election eligibility, comprehensive change of control definitions and acceleration mechanics, board delegation authority, anti-dilution adjustment provisions, and a certification block for board and stockholder approval.
An equity incentive plan is a formal company program that authorizes the grant of equity-based awards such as stock options, RSUs, and restricted stock awards to employees, directors, and consultants. It establishes the share pool, sets rules for granting and vesting awards, and defines administration procedures.
Incentive Stock Options (ISOs) receive favorable tax treatment under Section 422 of the IRC, with gains potentially taxed as capital gains. However, ISOs can only be granted to employees and are subject to a $100,000 annual vesting limit. Non-Qualified Stock Options (NSOs) can be granted to any service provider but the spread at exercise is taxed as ordinary income.
Most startups reserve between 10% and 20% of fully diluted shares. Early-stage companies typically start at 10-15%, while later-stage companies may set aside 15-20%. An evergreen provision can automatically increase the pool annually, typically by 3-5% of outstanding shares.
The most common vesting schedule is four years with a one-year cliff. No shares vest during the first year, then 25% vest on the one-year anniversary, and the remaining 75% vest monthly over the next 36 months.
Double-trigger acceleration requires two events before unvested equity accelerates: a change of control event plus an involuntary termination within a specified period afterward (usually 12 months). This is the most common and investor-friendly structure.
Unvested options are typically forfeited immediately upon departure. Vested options can be exercised during a post-termination exercise period, most commonly 90 days. Death or disability usually extends the window to 12 months.