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LLC Profit Interest Agreement
"I need an LLC Profit Interest Agreement to grant a 5% profit interest to our new CTO, with a 4-year vesting schedule starting from March 1, 2025, and including standard non-compete provisions for the technology sector."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Profit Interest: Terms of the profit interest being granted
5. Vesting Provisions: Schedule and conditions for vesting of profit interests
6. Distribution Rights: Rights to receive distributions and calculation methods
7. Transfer Restrictions: Limitations on transfer of profit interests
1. Voting Rights: Optional provisions for voting rights attached to profit interests when such rights are to be granted
2. Employment Conditions: Specific conditions relating to employment status and profit interest maintenance when tied to employment
3. Tag-Along Rights: Provisions protecting minority interests by allowing participation in sale of company
4. Drag-Along Rights: Provisions allowing majority owners to force minority participation in company sale
1. Schedule 1: Vesting Schedule: Detailed timeline and conditions for vesting of profit interests
2. Schedule 2: Valuation Methodology: Agreed method for valuing profit interests
3. Schedule 3: Distribution Waterfall: Detailed breakdown of distribution priority and calculations
4. Appendix A: Form of Acceptance: Template for accepting profit interest grant
Authors
Applicable Law
Board
Business Day
Capital Account
Capital Contribution
Company
Effective Date
Encumbrance
Exit Event
Fair Market Value
Grant Date
Grantee
Initial Members
LLC Agreement
Managing Member
Member
Membership Interest
Operating Agreement
Parties
Percentage Interest
Permitted Transfer
Profit Interest
Profit Interest Units
Profits and Losses
Qualifying Event
Recipient
Transfer
Unvested Profit Interest
Vested Profit Interest
Vesting Commencement Date
Vesting Schedule
Waterfall Distribution
Grant of Profit Interest
Capital Contributions
Vesting
Profit Distributions
Transfer Restrictions
Voting Rights
Management Rights
Tag-Along Rights
Drag-Along Rights
Preemptive Rights
Put and Call Rights
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Representations and Warranties
Termination
Forfeiture
Exit Provisions
Amendment
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Force Majeure
Further Assurance
Counterparts
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