Restricted Stock Unit Award Agreement Template for Switzerland

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Key Requirements PROMPT example:

Restricted Stock Unit Award Agreement

"I need a Restricted Stock Unit Award Agreement under Swiss law for our tech startup's C-level executives, with quarterly vesting over 4 years starting March 2025, and including change of control provisions as we're planning for a potential IPO in 2025."

Document background
The Restricted Stock Unit Award Agreement is utilized when a Swiss company or a company operating in Switzerland wishes to grant restricted stock units to its employees as part of their compensation package. This document is essential for companies implementing equity-based compensation programs in Switzerland, providing a comprehensive framework that addresses grant terms, vesting conditions, settlement procedures, and tax implications. The agreement must comply with Swiss corporate law, securities regulations, and the Federal Act on Data Protection (FADP), while also considering cantonal tax requirements. It's particularly important for companies looking to attract and retain talent by offering equity incentives, whether they are start-ups, established companies, or multinational corporations operating in Switzerland.
Suggested Sections

1. Parties: Identification of the company (grantor) and the employee (grantee)

2. Background: Context of the RSU grant, reference to the equity incentive plan

3. Definitions: Key terms including 'RSUs', 'Vesting Date', 'Share', 'Plan', etc.

4. Grant of RSUs: Details of the RSU award including number of units and grant date

5. Vesting Schedule: Timing and conditions for RSU vesting

6. Settlement of RSUs: Process and timing for converting vested RSUs into shares

7. Tax Obligations: Tax withholding requirements and responsibilities under Swiss law

8. Restrictions on Transfer: Limitations on transferring or pledging RSUs

9. Employment Relationship: Impact on and relationship with employment status

10. Data Privacy: Consent and provisions for personal data processing under FADP

11. Governing Law and Jurisdiction: Swiss law application and jurisdiction for disputes

Optional Sections

1. Dividend Equivalents: Optional section if the company provides dividend equivalent rights on RSUs

2. Foreign Securities Law: Required if the grantee resides outside Switzerland or if shares are listed on foreign exchanges

3. Change in Control Provisions: Optional provisions for treatment of RSUs in case of corporate transactions

4. Electronic Delivery: Optional consent to electronic delivery of documents and notices

5. Clawback Provisions: Optional provisions for recoupment of shares in specific circumstances

6. Non-Competition and Non-Solicitation: Optional restrictive covenants, if allowed under Swiss law

Suggested Schedules

1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and conditions

2. Schedule B - Tax Summary: Summary of tax implications and procedures specific to Swiss jurisdiction

3. Schedule C - Notice of Exercise: Form for exercising RSUs upon vesting

4. Appendix 1 - Data Privacy Notice: Detailed privacy notice compliant with FADP requirements

5. Appendix 2 - Country-Specific Terms: Additional terms specific to Swiss law requirements

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Pharmaceuticals

Professional Services

Manufacturing

Telecommunications

Consumer Goods

Healthcare

Biotechnology

Industrial

Media and Entertainment

Relevant Teams

Human Resources

Legal

Finance

Tax

Compensation and Benefits

Corporate Governance

Executive Leadership

Stock Administration

Payroll

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Human Resources Director

Legal Counsel

Compensation Manager

Employee Benefits Manager

Stock Plan Administrator

Corporate Secretary

Tax Manager

Software Engineer

Sales Director

Research Scientist

Product Manager

Department Head

Senior Executive

Vice President

Industries
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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