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Share Vesting Agreement

Share Vesting Agreement Template for Australia

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Key Requirements PROMPT example:

Share Vesting Agreement

"I need a Share Vesting Agreement for our Australian tech startup, covering 10,000 ordinary shares vesting over 4 years with a one-year cliff, including accelerated vesting provisions for a potential IPO planned for March 2025."

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Document background
A Share Vesting Agreement is a crucial document used in Australian corporate practice to structure the gradual acquisition of company shares by employees, executives, or contractors. This agreement is particularly common in startups and growth-stage companies where equity compensation forms a significant part of talent attraction and retention strategies. The document details vesting schedules, typically over 3-4 years, often with a one-year cliff, and must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth) and relevant tax legislation. It's essential for companies implementing employee share schemes or offering equity-based incentives, providing protection for both the company and share recipients by clearly defining vesting conditions, share rights, and obligations.
Suggested Sections

1. Parties: Identifies the company issuing the shares and the recipient (often an employee or contractor)

2. Background: Explains the context of the agreement, including the company's share scheme and the recipient's relationship with the company

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Shares: Details the number and class of shares being granted subject to vesting

5. Vesting Schedule: Specifies the vesting timeline and milestones

6. Vesting Conditions: Outlines the conditions that must be met for shares to vest

7. Treatment of Unvested Shares: Explains what happens to unvested shares upon various events

8. Share Restrictions: Details restrictions on transfer or disposal of shares

9. Tax Obligations: Addresses tax implications and responsibilities

10. Termination Provisions: Describes the impact of employment termination on vesting

11. General Provisions: Standard clauses including governing law, notices, and amendment procedures

Optional Sections

1. Accelerated Vesting: Include when there are circumstances that can trigger immediate vesting (e.g., change of control)

2. Shareholder Rights: Include when voting rights or dividend entitlements need to be specified for unvested shares

3. Clawback Provisions: Include when the company wants the right to reclaim vested shares under certain circumstances

4. Non-Competition and Non-Solicitation: Include when additional restrictive covenants are tied to the share vesting

5. Buy-Back Rights: Include when the company wants the right to buy back vested shares under certain circumstances

6. Employee Share Trust Provisions: Include when shares are held in trust during the vesting period

7. Tag-Along and Drag-Along Rights: Include for agreements with key employees or when part of broader shareholder arrangements

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of share class, rights, and restrictions

2. Schedule 2 - Vesting Schedule: Detailed timeline of vesting dates and proportions

3. Schedule 3 - Valuation Methodology: Method for determining share value for tax or buy-back purposes

4. Schedule 4 - Employee Share Scheme Rules: Complete rules of the employee share scheme if part of broader scheme

5. Appendix A - Share Certificate: Pro forma share certificate

6. Appendix B - Section 83B Election Form: Tax election form template if applicable under local tax laws

7. Appendix C - Shareholder Deed Accession: Form for recipient to accede to existing shareholder agreements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
ASIC
Bad Leaver
Board
Business Day
Change of Control Event
Cliff Period
Company
Confidential Information
Corporations Act
Deed Poll
Employee Share Scheme
Exercise Price
Fair Market Value
Good Leaver
Grant Date
Group
Holding Lock
IPO
Issue Price
Listing Rules
Material Breach
Notice
Parties
Performance Conditions
Purchase Price
Recipient
Related Body Corporate
Restricted Securities
Security Interest
Share Certificate
Share Rights
Shares
Shareholder
Shareholders Agreement
Termination Date
Termination Event
Trading Window
Trust Deed
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Conditions
Vesting Date
Vesting Period
Vesting Schedule
Voluntary Resignation
Clauses
Grant of Shares
Vesting Conditions
Share Rights
Transfer Restrictions
Voting Rights
Dividend Rights
Termination Provisions
Buy-Back Rights
Change of Control
Accelerated Vesting
Tag-Along Rights
Drag-Along Rights
Confidentiality
Tax Obligations
Representations and Warranties
Share Certificates
Holding Lock
Prohibited Dealings
Shareholder Obligations
Dispute Resolution
Amendment and Variation
Notices
Assignment
Severability
Governing Law
Entire Agreement
Further Assurance
Costs and Expenses
Force Majeure
Waiver
Counterparts
Time of Essence
Good Leaver/Bad Leaver
Employee Share Trust
Clawback
Non-Competition
Non-Solicitation
Intellectual Property
Relevant Industries

Technology

Professional Services

Financial Services

Healthcare

Biotechnology

E-commerce

Software Development

Consulting

Media and Entertainment

Manufacturing

Renewable Energy

Mining and Resources

Retail

Telecommunications

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation & Benefits

Share Registry

Company Secretariat

Board of Directors

Relevant Roles

CEO

CFO

CTO

COO

General Counsel

HR Director

Company Secretary

Senior Software Engineer

Product Manager

Sales Director

Business Development Manager

Technical Lead

Department Head

Vice President

Board Member

Founder

Co-founder

Executive Director

Non-Executive Director

Senior Manager

Industries
Corporations Act 2001 (Cth): Primary legislation governing corporate matters in Australia, including share capital, share issuance, and corporate governance requirements
Income Tax Assessment Act 1997 (Cth): Covers taxation of employee share schemes and the tax treatment of shares acquired through vesting arrangements
Fair Work Act 2009 (Cth): Relevant for employment-related aspects of vesting agreements, particularly if vesting is tied to employment conditions
Tax Administration Act 1953 (Cth): Contains reporting requirements and administrative provisions for employee share schemes
ASIC Regulatory Guide 49: Provides guidance on employee share schemes and disclosure requirements
Competition and Consumer Act 2010 (Cth): Relevant for ensuring fair trading practices and consumer protections in share arrangements
Personal Property Securities Act 2009 (Cth): May be relevant if shares are used as security or if there are any security interests created in the vesting arrangement
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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