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Equity Incentive Agreement
"I need an Equity Incentive Agreement under Hong Kong law for granting stock options to our senior executives, with a 4-year vesting schedule starting March 1, 2025, and including special provisions for accelerated vesting upon an IPO."
1. Parties: Identification of the company granting the equity incentives and the recipient
2. Background: Context of the agreement, including reference to any equity incentive plan and board/shareholder approvals
3. Definitions: Key terms used throughout the agreement including 'Shares', 'Grant Date', 'Vesting Date', etc.
4. Grant of Award: Details of the equity incentive being granted, including number of shares/options and grant date
5. Vesting Schedule: Timing and conditions for vesting of the equity incentives
6. Exercise Terms: Process, price, and conditions for exercising the equity incentives
7. Restrictions on Transfer: Limitations on transferring or encumbering the equity incentives
8. Termination of Employment: Impact of employment termination on the equity incentives
9. Tax Obligations: Responsibilities for tax payments and withholding
10. Compliance with Laws: Requirements to comply with securities laws and company policies
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard contractual terms including governing law, amendments, and entire agreement
1. Clawback Provisions: Used when the company wants right to reclaim vested equity in case of misconduct
2. Lock-up Period: Include when there are post-vesting transfer restrictions
3. Change of Control: Include for listed companies or where company sale is contemplated
4. Non-Competition and Non-Solicitation: Used for senior employees or when required by company policy
5. International Provisions: Include when recipients may be located outside Hong Kong
6. Shareholders' Agreement Adherence: Include when recipients must become party to an existing shareholders' agreement
1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates and conditions
2. Schedule 2 - Notice of Exercise Form: Template form for exercising options or similar rights
3. Schedule 3 - Joinder to Shareholders' Agreement: Form for adherence to shareholders' agreement if required
4. Schedule 4 - Tax Election Forms: Required tax forms and elections
5. Appendix A - Copy of Equity Incentive Plan: Full text of the underlying equity incentive plan
6. Appendix B - Special Terms for International Recipients: Country-specific terms for non-Hong Kong recipients
Authors
Vesting
Exercise Rights
Transfer Restrictions
Termination of Employment
Change of Control
Lock-up
Confidentiality
Non-Competition
Non-Solicitation
Tax Obligations
Compliance with Laws
Securities Law Compliance
Data Protection
Representations and Warranties
Clawback
Amendment
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Shareholders' Rights
Share Capital Adjustments
Administration
Forfeiture
Withholding Rights
Further Assurance
Costs
Third Party Rights
Waiver
Force Majeure
Counterparts
Technology
Financial Services
Professional Services
Healthcare
Biotechnology
E-commerce
Manufacturing
Real Estate
Telecommunications
Consumer Goods
Start-ups
Education
Consulting
Legal
Human Resources
Finance
Executive Management
Company Secretarial
Compensation & Benefits
Board of Directors
Corporate Governance
Compliance
CEO
CFO
CTO
COO
HR Director
Legal Counsel
Company Secretary
Department Head
Senior Manager
Software Engineer
Product Manager
Sales Executive
Research Scientist
Financial Analyst
Marketing Manager
Operations Manager
Board Member
Non-Executive Director
Consultant
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