Phantom Unit Agreement Template for England and Wales

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Key Requirements PROMPT example:

Phantom Unit Agreement

"I need a Phantom Unit Agreement for our UK-based tech startup to grant 1,000 phantom units to our new CTO, with quarterly vesting over 4 years starting from January 2025 and including specific provisions for an IPO event."

Document background
A Phantom Unit Agreement serves as a key instrument for companies operating under English and Welsh law to provide equity-linked compensation without diluting actual shareholding. This document is typically used when companies want to incentivize employees or contractors while maintaining their existing ownership structure. The agreement details the grant, vesting, valuation, and payment terms for phantom units, which mirror the economic benefits of actual shares. It's particularly valuable for private companies, partnerships, or subsidiaries where traditional equity schemes might be impractical or undesirable.
Suggested Sections

1. Parties: Identification of the company and the participant receiving phantom units

2. Background: Context of the agreement and purpose of the phantom unit scheme

3. Definitions: Key terms including 'Phantom Unit', 'Vesting Date', 'Valuation Date', 'Exercise Price'

4. Grant of Phantom Units: Details of units granted, including number and grant date

5. Vesting Conditions: Timeline and conditions for vesting of phantom units

6. Valuation Mechanism: Method for calculating the value of phantom units

7. Payment Terms: Terms and timing of payments upon vesting or exercise

8. Termination Provisions: Effects of employment termination on phantom units

Optional Sections

1. Change of Control: Provisions dealing with corporate transactions or changes in company ownership

2. Non-Competition: Restrictions on competitive activities during and after the agreement term

3. Clawback Provisions: Terms for recovering payments in specific circumstances such as misconduct

4. Tax Indemnity: Provisions regarding tax liability and indemnification between parties

Suggested Schedules

1. Grant Notice: Formal notice detailing specific grant terms and acceptance

2. Vesting Schedule: Detailed timeline of vesting dates and conditions

3. Valuation Methodology: Detailed explanation of how phantom units will be valued

4. Exercise Notice Template: Form for participants to exercise vested phantom units

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
Relevant Teams
Relevant Roles
Industries

Employment Rights Act 1996: Primary UK legislation governing employment rights, including terms of employment, unfair dismissal, and redundancy rights

Income Tax (Earnings and Pensions) Act 2003: Legislation governing the taxation of employment income, including phantom units and other forms of remuneration

Income Tax Act 2007: Key legislation for income tax treatment of phantom units and their payment

Corporation Tax Act 2009: Legislation affecting corporate tax treatment of phantom unit schemes

Financial Services and Markets Act 2000: Primary legislation for financial services regulation, relevant if phantom units are considered financial instruments

Companies Act 2006: Core company law legislation affecting corporate governance, share capital, and directors' duties

Unfair Contract Terms Act 1977: Legislation controlling the use of unfair terms in contracts, relevant for phantom unit agreement terms

UK GDPR: Data protection regulation governing the processing of personal data in phantom unit schemes

Data Protection Act 2018: UK's implementation of data protection requirements, supplementing UK GDPR

Equality Act 2010: Anti-discrimination legislation ensuring fair treatment in employment and benefit schemes

UK Corporate Governance Code: Best practice guidelines for corporate governance, including remuneration and incentive schemes

HMRC Guidelines: Tax authority guidance on the treatment of phantom shares/units and similar arrangements

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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