股票期权（C6002）

关于您在GitLab中的所有权

在GitLab，我们坚信员工对公司的所有权。我们致力于为股东创造价值，我们希望我们的员工从共同的成功中受益。
在本文档中（仅GitLab团队成员和候选人可以访问），您可以找到有关已发行股票数量和最新估值的更多详细信息。
本指南旨在帮助您了解将要拥有的GitLab！它的目标是比完整的GitLab 2015年股权激励计划（“ 2015年股权计划”）和您建议阅读的购股权协议更为直接，这两个条款均包含完整的法律细节。但是请注意，尽管我们希望本指南有助于您了解根据2015年股权计划向您发行的股票期权和/或股票，但2015年股权计划和相关的股票期权协议中包含有适用的条款和条件。如果对使用股票期权有任何疑问，并且在做出重要决定之前，应咨询职业律师和/或税务顾问。
要使股票期权有意义，必须发生三件事：

1. 您必须归属股票（我们有1年的悬崖期，之后有3年的归属期）。
2. 您必须留下来，直到我们发生清算事件（或在我们公开上市时发生锁定期），或者终止后您有现金来行使股票。
3. 我们必须使公司的价值超过清算优先权。

   股票期权

   在GitLab，我们以奖励股票期权（ISO）和不合格股票期权（NSO）的形式提供股权。通常，这两种补助金之间的差异如下：ISO发放给美国雇员，并接受美国国税局（IRS）认可的特殊形式的税收待遇。NSO授予承包商和非美国雇员。之所以称其为期权，是因为您可以选择在以后根据授予条款以授予时提供的行使价购买GitLab股票。仅出于示例目的，如果今天授予您的行使价为每股普通股1美元的股票期权，并且如果GitLab之后增长，因此其普通股的价值为每股20美元，您仍然可以购买普通股在行使您的期权时以每股1美元的价格购买股票。
   我们提供股票期权而不是直接股票的原因是，您无需在授予日就花任何钱来购买股票，而是可以在期权归属时决定以后再购买股票。此外，我们不提供直接股票赠款，因为这可能使您直接承担税收责任。例如，如果我们今天向您授予了价值10,000美元的GitLab股票，则您必须在该纳税年度就股票价值缴纳税（可能为数千美元）。如果我们为您提供价值10,000美元的股票的选择权，则在行使这些权利之前，您通常不必缴纳任何税款（以后行使更多）。请阅读税务团队的“股票期权”部分。

   股票期权授予水平

   每个部门按级别划分标准期权授予。如果您对应向新员工提供什么补助金有任何疑问，请通过电子邮件发送至payments @ gitlab与薪酬与福利团队联系。

Note: All stock option grants are subject to approval by the Board of Directors and no grants are final until such approval has been made. The Company reserves the right in its own determination to make any adjustments to stock option grants at its sole discretion including the decision not to make a grant at all.

Stock Splits

Companies from time to time undertake stock splits. A stock split has no economic impact on the stockholder. The split simply increases the number of shares by a certain amount and reduces the price by an equal, offsetting amount. For example, if a stockholder had 1,000 shares at $10.00 per share (total value $10,000), and the Company executed a 2 for 1 stock split, the shareholder would then have 2,000 shares at $5.00 (total value still $10,000). Nothing has changed. Public companies have historically split their stock to lower the stock price so that a broader set of investors could hold shares in the company. The theory being a lower price would make it easier for an individual investor to buy shares. Private companies perform stock splits to make themselves more comparable to other private companies. Companies that undertake IPOs typically go public in accepted trading ranges and then start trading from that point. So private companies will adjust their shares to be able to trade in those ranges at IPO. For further information, read this article.
Effective February 28, 2019 the GitLab Board of Directors approved a 4:1 stock split. All common stock, preferred stock and options were treated exactly the same in the split. The stock split will be reflected in Carta by the end of April. Why 4:1? We chose that ratio so that our shares will be comparable to other companies in our peer group, so that candidates considering coming to work at GitLab can make an informed choice on an “apples to apples” basis. We also took care to not split at too high of a ratio which could result in a reverse stock split prior to IPO and that is something we would like to avoid (but can’t guarantee in any scenario).

Exercising Your Options

“Exercising your options” means buying the stock guaranteed by your options. You pay the exercise price that was set when the options were first granted and you get stock certificates back. To give employees an opportunity to benefit from any existing tax incentives that may be available (including under the US and the Dutch tax laws) we have made the stock immediately exercisable. This means you can exercise your right to purchase the unvested shares under your option to start your holding period. However, the Company retains a repurchase right for the unvested shares if your employment or other services ends for any reason. An early exercise of unvested stock may have important tax implications and you should consult your tax advisor before making such decision.
Also, while the company has the right to repurchase the unvested shares upon your termination of services, the company is not obligated to do so. Accordingly you could lose some or all of the investment you made. Because we are a young company there are lots of risks, so be aware and informed of the risks. Please read this quora thread about most startups failing and this story of people paying more in tax for their stock than they get back.

Option Expiration

If you leave the company, you will generally have 90 days to exercise your option for any shares that are vested (as of the last day of service).
In addition, if not otherwise expired (through termination of your employment), your stock options expire 10 years after they were issued.

Exercise Window After Termination

Please note that until the post IPO lockup period has expired (or we are bought) company stock is not liquid. If your employment ends for whatever reason, you have a 90 day window to exercise your vested options, or lose them. During this window you would have to pay the exercise price and in some cases the tax on the gain in value of your stock options, which could be considerable. If the company stock is not liquid this money might be hard to come by. The 90 day window is an industry standard but there are good arguments against it. You may not purchase unvested shares after your service has ended.
At GitLab the stock options are intended to commit our team members to get us to a successful public listing of our stock. We want to motivate and reward our people for reaching that goal. Therefore we will consider exercise window extensions only on a case by case basis at our discretion. An example of a situation we’ll consider is a valued team member quitting because of personal circumstances. In most cases there will be no extension and you will either have to pay for shares and the taxes yourself, or lose the options, even when you are fully vested. And, of course, being a publicly listed company in 2020 is our public ambition, but neither the timing, nor whether it happens at all, is guaranteed.

Administration

Option grants are approved by the Board of Directors at regularly scheduled quarterly board meetings. After your grant has been approved by the Board you will receive a grant notice by email from Carta containing information relevant to the grant including the number of shares, exercise price, vesting period and other key terms. We use Carta to administer our stock option program.
You will receive the grant notice to your GitLab email address. Clicking through that email will enable you to set up a user account at Carta. You can find all of the terms and conditions of the stock program as well as your specific grant within the Carta system. You are safe to go ahead and click “Accept” for your grant, no payment or taxes will be incurred to you since you are not Exercising Your Options, you are simply confirming to GitLab that you accept the grant that was allocated to you.
As a helpful hint we suggest that you add a second, personal email address to your profile. This can be added by clicking on Profile and Security in the bottom left hand corner of the home screen after logging in to Carta.

How to Exercise Your Stock Options

There are two methods to exercise your shares:

1. Electronic (US Residents Only)
   • Log into your Carta account
   • Follow the directions to enable ACH payments from your bank
   • After ACH has been enabled select exercise option grants and follow the prompts
2. Manual (Non ACH and Non US Residents)
   • Log into your Carta account
   • Click on “View” (under the arrow on right side of the screen)
   • Click on “Form of Exercise Agreement”
   • Complete the form, sign, and return as PDF to the CFO
   • Send payment in US dollars by wire transfer. You will be provided the wire transfer info.

     Note for US residents: whichever method you choose, be sure to download the 83-b election form provided by Carta and file with the IRS within 30 days of exercise. Send a copy of the signed and dates election form to the CFO via email. The CFO will share this with the compensation@domain team, whom will file it in BambooHR.

You will most likely want to include the following letter when sending in the 83-b election to the IRS:

<<Date Filed>>
Department of the Treasury
<<Address provided from Carta 83-b instructions>>
To whom it may concern:
Please find enclosed two copies of the 83-b election in connection with my purchase of shares of GitLab Inc. common stock. Please return one copy stamped as received to my attention in the enclosed self addressed stamped envelope.
Yours Truly,
//signature

Exercise Prices and 409A Valuations

Generally, the exercise price for options granted under the 2015 Equity Plan will be at the fair market value of such common stock at the date of grant. In short, “fair market value” is the price that a reasonable person could be expected to pay for the common stock, but because GitLab is not “public” (listed on a large stock exchange), the Board is responsible for determining the fair market value. In order to assist the Board, the company retains outside advisors to undertake something called a “409A valuation”. In general, the lower a valuation for the shares the better for employees as there is more opportunity for gain. Additionally, a lower exercise price reduces the cash required to exercise the shares and establish a holding period which can have tax advantages in some countries. We describe those in this document but as always check with your financial or tax advisor before taking any action.

Transfer Restrictions on Common Stock

On January 31, 2019 the Board of Directors approved the amendment to the company’s bylaws regarding the transfer of shares of Common Stock. Effective as of that date, Stockholders will not be able transfer, sell, or assign any shares of Common Stock without the prior written consent of the Board. This restriction does not apply to the following permitted transfers:

• the transfer is a gift or pursuant to a domestic relations order, to the stockholder’s immediate family member;
• the transfer is executed pursuant to the stockholder’s will or the laws of intestate succession;
• the transfer by an entity stockholder is made to an affiliate of such entity stockholder;
• the transfer by an entity stockholder of all Common Shares is made to a single transferee in accordance with the terms of any bona fide merger, consolidation, or acquisition;
• the transfer is made for no consideration by a stockholder that is a partnership to such stockholder’s limited partners in accordance with the partnership interests of such limited partners;
• any repurchase or redemption of the Common Shares by the corporation (a) at or below cost, upon the occurrence of certain events, such as the termination of employment or services, or (b) at any price pursuant to the corporation’s exercise of a right of first refusal to repurchase such Common Shares; or
• 在批准转让或视同转让的情况下，或者在取消限制的情况下，并且转让股东的普通股具有共同销售权的，由以下人士和/或实体进行的任何转让：有权并已与该批准的转让或视同转让一起行使共同销售权利，从而导致行使该共同销售权利。