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Employee Share Agreement
"Need an Employee Share Agreement for our Series A startup to grant 10,000 shares to our new CTO, with a four-year vesting schedule and standard good/bad leaver provisions, compliant with UK law and including tax-efficient structuring options."
1. Parties: Identifies the company and employee participating in the share agreement
2. Background: Sets out the context and purpose of the share agreement
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Shares: Details of the shares being granted, including number, class, and price
5. Vesting Provisions: Terms and conditions for share vesting, including vesting schedule and conditions
6. Transfer Restrictions: Limitations on transfer of shares and any lock-up periods
7. Termination Provisions: Consequences of employment termination on share ownership
8. Tax Obligations: Tax responsibilities of both parties and compliance requirements
1. Good/Bad Leaver Provisions: Different treatment of shares based on circumstances of leaving employment (voluntary resignation vs. termination for cause)
2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares when a majority shareholder sells their stake
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares
4. Share Buyback Provisions: Company's right to repurchase shares under specific circumstances
5. Restrictive Covenants: Non-compete and confidentiality obligations related to share ownership
1. Share Certificate Template: Form of share certificate to be issued to the employee
2. Articles of Association Extract: Relevant excerpts from company's articles affecting share rights and restrictions
3. Shareholders' Agreement Summary: Key provisions from existing shareholders' agreement affecting employee shareholders
4. Tax Election Forms: Required tax forms including Section 431 election forms
5. Vesting Schedule: Detailed timeline and conditions for share vesting
6. Share Valuation: Independent valuation of shares or methodology for share price calculation
Authors
Articles of Association
Bad Leaver
Board
Business Day
Change of Control
Company
Completion Date
Confidential Information
Directors
Effective Date
Employee
Encumbrance
Fair Market Value
Good Leaver
Grant Date
Group
Group Company
Holding Period
IPO
Issue Price
Leaver Event
New Shares
Parties
Performance Conditions
Restricted Shares
Sale
Share Certificate
Shareholders' Agreement
Shares
Share Rights
Subsidiary
Tax
Tax Authority
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Date
Vesting Period
Vesting Schedule
Working Hours
Issue Price and Payment
Vesting
Transfer Restrictions
Leaver Provisions
Share Rights
Tag-Along Rights
Drag-Along Rights
Voting Rights
Dividend Rights
Share Certificates
Confidentiality
Non-Competition
Tax Indemnities
Representations and Warranties
Termination
Company's Right of First Refusal
Share Buyback
Escrow Arrangements
Board Approvals
Notices
Assignment
Variation
Entire Agreement
Severability
Waiver
Costs
Governing Law
Jurisdiction
Data Protection
Restrictive Covenants
Change of Control
IPO Provisions
Force Majeure
Dispute Resolution
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