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Vesting Agreement Startup
"I need a Vesting Agreement Startup for our Swiss fintech company to grant 10,000 shares to our new CTO, with a 4-year vesting period starting March 1, 2025, including a one-year cliff and accelerated vesting provisions in case of acquisition."
1. Parties: Identification of the contracting parties - typically the company and the beneficiary (employee/founder/consultant)
2. Background: Context of the agreement, including company structure, reason for vesting, and relevant corporate history
3. Definitions: Definitions of key terms used throughout the agreement, including 'Vesting Period', 'Cliff', 'Good Leaver', 'Bad Leaver', etc.
4. Grant of Shares/Options: Details of the equity interest being granted, including number of shares/options and type of securities
5. Vesting Schedule: Detailed description of the vesting timeline, including cliff period, vesting frequency, and acceleration provisions
6. Vesting Conditions: Specific conditions that must be met for vesting to occur, including continued employment/engagement
7. Leaver Provisions: Consequences of termination of employment/engagement, including good leaver/bad leaver definitions and effects
8. Transfer Restrictions: Limitations on the transfer of vested and unvested shares/options
9. Company's Rights: Company's rights regarding repurchase, first refusal, and drag-along provisions
10. Tax Provisions: Tax implications and responsibilities of both parties
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Board Approval Process: Required when vesting is subject to board approval or specific corporate governance requirements
2. Accelerated Vesting: Used when including provisions for acceleration upon specific events like change of control or IPO
3. Shareholders' Agreement Integration: Required when the vesting agreement needs to be integrated with an existing shareholders' agreement
4. Non-Competition and Non-Solicitation: Added when additional restrictive covenants are required
5. Registration Rights: Included for larger startups considering future public offering
6. Tag-Along Rights: Optional protection for minority shareholders in case of sale
7. Put Option: Included when the beneficiary is given the right to sell shares back to the company
8. Intellectual Property Rights: Required when IP assignment needs to be tied to the vesting agreement
1. Schedule A - Vesting Schedule Details: Detailed breakdown of vesting dates, percentages, and milestones
2. Schedule B - Share/Option Certificate: Form of share or option certificate to be issued
3. Schedule C - Deed of Adherence: Form for adherence to shareholders' agreement if applicable
4. Schedule D - Notice Forms: Template forms for exercise notices, transfer notices, etc.
5. Schedule E - Valuation Methodology: Agreed method for valuing shares for purpose of leaver provisions
6. Schedule F - Tax Calculations: Examples of tax calculations and reporting requirements
7. Appendix 1 - Corporate Resolutions: Copies of relevant board and shareholder resolutions
8. Appendix 2 - Company Articles: Current articles of association/incorporation of the company
Authors
Articles of Association
Bad Leaver
Board of Directors
Business Day
Change of Control
Cliff Period
Company
Competitor
Confidential Information
Deed of Adherence
Effective Date
Employment Agreement
Equity Interest
Exercise Notice
Exercise Period
Exercise Price
Exit Event
Fair Market Value
Fully Diluted Basis
Good Leaver
Grant Date
Initial Public Offering (IPO)
Intellectual Property Rights
Liquidation Event
Lock-up Period
Material Breach
Notice
Option Pool
Options
Participant
Permanent Disability
Permitted Transfer
Purchase Right
Qualified IPO
Related Persons
Restricted Shares
Share Capital
Shareholders' Agreement
Shares
Strike Price
Subscription Rights
Termination Date
Transfer
Unvested Shares
Valuation
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Vesting Schedule
Vesting Conditions
Share Transfer Restrictions
Leaver Provisions
Good Leaver/Bad Leaver
Confidentiality
Non-Competition
Non-Solicitation
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
Right of First Refusal
Share Valuation
Tax Provisions
Social Security Obligations
Board Approval
Shareholder Approval
Information Rights
Representations and Warranties
Accelerated Vesting
Change of Control
IPO Provisions
Lock-up Period
Exercise Process
Option Pool
Share Certificate Issuance
Intellectual Property Rights
Dispute Resolution
Governing Law
Jurisdiction
Amendment
Termination
Notices
Assignment
Entire Agreement
Severability
Costs and Expenses
Force Majeure
Technology
Fintech
Biotech
Healthcare
E-commerce
Software Development
Clean Technology
Digital Services
Manufacturing
Consumer Products
Professional Services
Media and Entertainment
Education Technology
Artificial Intelligence
Blockchain
Internet of Things
Legal
Human Resources
Executive Leadership
Board of Directors
Corporate Governance
Finance
Accounting
Operations
Administration
Compensation & Benefits
CEO
Founder
Co-Founder
CTO
CFO
COO
Head of Engineering
Senior Developer
Product Manager
Business Development Director
Chief Marketing Officer
Head of HR
Legal Counsel
Board Member
Advisory Board Member
Senior Executive
Technical Lead
Innovation Director
Research Lead
Department Head
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