The Legal Nature of an Employee Option Programme
An employee stock option programme is not an institution of labour law: the Labour Code regulates only remuneration, while the option itself is a civil-law contract mechanism. Georgia has no separate statute for granting options: the company creates the programme under freedom of contract, and in its relationship with employees this contract is subject to special control — that control is the main theme of this page. United States tax and securities regulation of options does not apply here; the Georgian page builds the programme as a civil contract, while the tax and issuance layer is governed by separate legislation.
A second important circumstance: an option plan is usually drafted in advance by the employer or a group company and offered to employees in standard form. The Civil Code calls such clauses standard terms, and individuals who do not pursue entrepreneurial activity — employees squarely among them — enjoy special protection against them.
Void Standard Terms: Which Clauses Fall
Article 347 of the Civil Code directly provides that, in the standard terms an offeror uses towards individuals who do not pursue entrepreneurial activity, the following are void: a clause making the deadlines for accepting or rejecting the offer, or for performing the work, unduly long or obviously short; a clause making the deadlines for the offeror's own obligations deviate from statutory norms, unduly long or insufficiently defined; a clause giving the offeror the right to refuse performance without justification and without a basis indicated in the contract; a clause entitling the offeror to alter the promised work in a manner unacceptable to the other party; and a clause obliging the other party to pay a reimbursement of costs that is unduly high.
Translated to an option plan, this means: vesting periods and exercise conditions that make the option realistically unusable; unilateral amendment of the plan by the company; refusal to honour an exercise without a stated basis; or non-refundable charges and punitive costs imposed on the employee — each of these clauses is void, and a refusal or amendment resting on them will not survive in court.