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Share Vesting Agreement
"I need a Share Vesting Agreement for our Swiss technology startup, covering 1,000 shares vesting over 4 years with a one-year cliff, starting January 2025, including good/bad leaver provisions and acceleration clauses for company sale events."
1. Parties: Identification of the contracting parties - typically the company and the shareholder/employee
2. Background: Context of the agreement, including company structure, share capital details, and purpose of the vesting arrangement
3. Definitions: Key terms used throughout the agreement, including 'Vesting Period', 'Vesting Date', 'Shares', etc.
4. Share Details: Description of shares subject to vesting, including number, class, and nominal value
5. Vesting Schedule: Detailed timeline and conditions for share vesting, including cliff period if applicable
6. Transfer Restrictions: Limitations on share transfers during vesting period and procedures for permitted transfers
7. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges during vesting period
8. Termination Provisions: Consequences of agreement termination and treatment of unvested shares
9. Taxes and Costs: Allocation of tax liabilities and other costs related to the vesting arrangement
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes
12. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Employment Relationship: Required when vesting is linked to employment status, defining relationship between employment and vesting rights
2. Good/Bad Leaver Provisions: Detailed provisions for treatment of shares based on circumstances of departure
3. Performance Conditions: Specific performance targets or milestones that affect vesting schedule
4. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stakes
5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
6. Non-Competition: Restrictions on competitive activities during and after vesting period
7. Share Valuation: Methods for determining share value in specific circumstances
8. Acceleration Provisions: Conditions under which vesting schedule may be accelerated
1. Schedule 1: Share Certificate: Copy or details of the relevant share certificate(s)
2. Schedule 2: Vesting Schedule: Detailed breakdown of vesting dates and corresponding share portions
3. Schedule 3: Shareholders' Agreement: Reference to or excerpt of relevant provisions from the shareholders' agreement
4. Schedule 4: Company Articles: Relevant excerpts from company articles relating to share transfers and restrictions
5. Schedule 5: Notice Forms: Template forms for various notices required under the agreement
6. Schedule 6: Tax Elections: Required tax forms and elections related to the vesting arrangement
7. Appendix A: Deed of Adherence: Template for additional parties to adhere to the agreement
8. Appendix B: Share Transfer Form: Template for executing share transfers under the agreement
Authors
Articles of Association
Bad Leaver
Board
Business Day
Change of Control
Cliff Period
Company
Competing Business
Confidential Information
Deed of Adherence
Effective Date
Employment Agreement
Encumbrance
Fair Market Value
Fully Diluted Share Capital
Good Leaver
Grant Date
Group
Holding Period
IPO
Issue Price
Material Breach
Nominee
Notice
Parties
Performance Conditions
Permitted Transfer
Purchase Price
Qualified IPO
Related Persons
Restricted Period
Share Certificate
Shareholder
Shareholders' Agreement
Shares
Share Capital
Swiss GAAP
Tag-Along Right
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Date
Vesting Period
Vesting Schedule
Share Grant
Vesting Conditions
Vesting Schedule
Share Transfer Restrictions
Voting Rights
Dividend Rights
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Good Leaver Provisions
Bad Leaver Provisions
Change of Control
Share Valuation
Purchase Rights
Performance Conditions
Employment Relationship
Termination
Confidentiality
Non-Competition
Non-Solicitation
Tax Obligations
Costs and Expenses
Representations and Warranties
Information Rights
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Technology
Financial Services
Professional Services
Healthcare
Manufacturing
E-commerce
Biotechnology
Software Development
Consulting
Media and Entertainment
Telecommunications
Clean Technology
Real Estate
Consumer Goods
Education Technology
Legal
Human Resources
Executive Leadership
Finance
Corporate Governance
Tax
Compensation & Benefits
Corporate Secretary Office
Board of Directors
Compliance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
HR Director
Company Secretary
Board Member
Founder
Senior Executive
Managing Director
Head of Compensation & Benefits
Equity Compensation Manager
Corporate Lawyer
Employment Lawyer
Tax Advisor
Startup Founder
Chief Operating Officer
VP of Human Resources
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