Free Stock Option Agreement Review

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Have your stock option agreement reviewed by AI before signing. Fast, expert identification of vesting traps, exercise-window gaps, and 409A valuation risks.

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Key Takeaways

AI flags ISO vs. NSO classification and 100k limit issues

Detect short post-termination exercise windows (30 days vs. 10 years)

Identify acceleration on change-of-control gaps

Free review for ISO, NSO, RSU, and SAR agreements

1-2 minutes*

Average Review Time

210+ compliance points analyzed*

Compliance Checks

Bank-level AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Justee's AI-powered stock option agreement review tool analyzes incentive stock options (ISO), non-qualified stock options (NSO), restricted stock units (RSU), and SARs for IRC § 422 compliance, post-termination exercise windows, vesting cliffs, acceleration on change-of-control, and 83(b) election triggers. The tool flags ISO grants exceeding the $100,000 annual limit (recharacterized as NSO), post-termination exercise windows shorter than market (90 days is common but punitive), single-trigger vs. double-trigger acceleration imbalances, and exercise prices below current 409A fair-market value. Justee evaluates clawback provisions, transfer restrictions, and right-of-first-refusal terms. Stock options are the most common form of startup compensation and the most commonly misunderstood. Common option-agreement issues include under-priced grants creating 409A penalties, exercise periods so short employees forfeit vested options at termination, and acceleration provisions that benefit the company at the employee's expense. Professional option review preserves equity value.

How It Works

1

Upload Your Document

Upload your contract in PDF, DOCX, or TXT format

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

ISO § 422 compliance and 100k limit

Post-termination exercise window analysis

Single vs. double-trigger acceleration

409A fair-market-value alignment

83(b) election timing for early exercise

Common Risks We Identify

Post-termination exercise of 30 days

ISO grant exceeds $100k annual limit

No acceleration on change of control

Strike price below current 409A

Clawback for "competitive activity" too broad

Hypothetical Case Study by Justee

Justee recently analyzed a 320,000 ISO grant vesting over 4 years with 1-year cliff for a senior engineer joining a Series B AI startup in Seattle, WA.

Issue Found: The post-termination exercise window was 30 days — meaning at any termination the employee had 30 days to come up with potentially $200k+ in cash to exercise vested options or forfeit them entirely. Acceleration on change-of-control was single-trigger only on involuntary termination, but the definition of "for cause" included "any failure to perform satisfactorily."

Justee Recommendation: We negotiated to a 10-year post-termination exercise period (early-exercisable to NSO conversion automatic), tightened "cause" to specific enumerated grounds, and added double-trigger acceleration on a change of control followed by termination without cause within 12 months.

Punitive Exercise Window

Problematic Language

"Optionee shall have thirty (30) days following termination of service to exercise vested Options. Unexercised Options shall be forfeited."

Recommended Language

"Optionee shall have ninety (90) days following termination of service to exercise vested Options if termination is voluntary, and ten (10) years from the original grant date to exercise vested Options if termination is involuntary without Cause. Options that lose ISO treatment due to extended exercise period shall convert to NSOs."

Why it matters: Standard 30-day windows force employees to forfeit valuable equity at the worst possible time. Extended windows are increasingly common at top companies and don't materially harm the issuer when paired with proper disclosure.

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"Justee is redefining the legal document compliance process across all practice areas, transforming hours of work into minutes, while reducing stress and boosting accuracy."

Artem Dolukhanyan
Artem Dolukhanyan

Partner, Corporate Transactions at Grayver Law Group

AI Review vs. Manual Review

FeatureJustee AI ReviewManual Review
Review Time2-5 minutes2-4 hours
CostFree trial available$150-500+
Legal CitationsAutomaticVaries by reviewer
Clause SuggestionsIncludedExtra fee
Availability24/7 instantBusiness hours
* Comparison data represents estimates based on industry research and internal testing for typical contract types. Review times, costs, and accuracy percentages vary by document complexity, length, jurisdiction, and specific legal requirements. See full disclaimer below.

Official Resources

IRS § 422 Stock Options

IRC § 422 incentive stock option rules

IRS 83(b) Election

IRS guidance on early exercise and 83(b)

SEC Compensation Disclosure

SEC executive compensation disclosure

Important Legal Disclaimer

Not Legal Advice: The information and analysis provided by Justee AI is for general informational purposes only and does not constitute legal advice. While we strive to provide accurate and helpful information, our AI-powered service is not a substitute for professional legal counsel.

No Attorney-Client Relationship: Use of Justee AI does not create an attorney-client relationship. Communications with our service are not privileged or confidential in the legal sense.

Consult a Professional: For specific legal matters, we strongly recommend consulting with a qualified attorney licensed in your jurisdiction. Legal requirements vary by location and circumstances, and only a licensed attorney can provide advice tailored to your specific situation.

Performance Estimates (*): All statistics, metrics, and numerical claims on this page — including review times, cost comparisons, accuracy percentages, and database size — are estimates based on internal testing, industry research, and typical use cases. Actual results vary based on document type, complexity, length, jurisdiction, and other factors. Cost comparisons reference publicly available average attorney rates and are not guaranteed savings. "1M+ laws and regulations" refers to the breadth of Justee's reference database and does not imply that every provision is checked against every law for every document.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Stock Option Agreement Review FAQ

ISOs receive favorable tax treatment if held long enough but are subject to AMT and a $100k vesting limit. NSOs are taxed as ordinary income on exercise. Justee identifies the classification and flags reclassification issues.

For early-exercisable options it can be powerful — paying ordinary income on a low spread now and capital gains on appreciation later. Justee flags 83(b) windows but timing is fact-specific.

Vesting accelerates only if both a change of control AND a qualifying termination occur. This is more company-favorable than single-trigger but more employee-favorable than no acceleration.

Vested options are worthless if you can't afford to exercise within the window. Short windows force forfeiture; longer windows protect the equity you actually earned.

Yes. RSUs have different mechanics (no exercise, but tax at vesting). Justee adapts its review and flags net-share-settlement and 409A timing issues.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
  • Names, email addresses, and phone numbers
  • Social Security numbers and tax identifiers (ITIN)
  • Physical addresses and dates of birth
  • Credit card and bank account numbers
  • Driver's license and passport numbers
  • Medical provider identifiers (NPI) and case numbers
Corporate and business data:
  • Company and organization names
  • Business addresses and geographic locations
  • SWIFT/BIC codes, IBAN numbers, and bank routing numbers
  • Business license numbers and attorney bar IDs
  • Corporate tax identifiers (EIN)
Our system achieves 100% detection of standard PII types and approximately 97% overall coverage. Certain rare identifiers — such as cryptocurrency wallet addresses and MAC addresses — may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

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Last updated: May 13, 2026

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