A Practice Note addressing the issues a public company should consider when drafting a new equity incentive plan. It considers share reserves, eligible plan participants, plan administration, vesting, payment of the exercise price for stock options, tax withholding, transferability, international considerations, the views of shareholder advisory groups, and the application of certain sections of the Internal Revenue Code, including Sections 409A, 422, and 162(m). This Note highlights important practice points and areas where companies should exercise caution.