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Earned Equity Agreement

Earned Equity Agreement Template for Ireland

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Key Requirements PROMPT example:

Earned Equity Agreement

"I need an Earned Equity Agreement for our new CTO, offering 5% equity vesting over 4 years starting March 2025, with a one-year cliff and standard good/bad leaver provisions under Irish law."

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Document background
The Earned Equity Agreement is a crucial document used in Irish business contexts when companies wish to incentivize and retain key personnel through equity ownership rather than just cash compensation. This agreement type is particularly relevant for growing companies, startups, and established businesses looking to align employee interests with company success. The document details how and when equity is earned, typically through a combination of time-based service and performance metrics. As an Irish law-governed instrument, it must comply with the Companies Act 2014 and relevant tax legislation, particularly regarding share-based remuneration. The Earned Equity Agreement includes essential provisions for vesting schedules, shareholder rights, transfer restrictions, and tax implications, while also addressing corporate governance requirements specific to Irish company law.
Suggested Sections

1. Parties: Identification of the company and the equity recipient

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Grant of Equity Rights: Details of the equity being offered and earning conditions

5. Vesting Schedule: Timing and milestones for earning equity

6. Performance Criteria: Specific targets or conditions that must be met to earn equity

7. Tax Obligations: Treatment of tax liabilities and responsibilities

8. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges

9. Restrictions on Transfer: Limitations on selling or transferring earned equity

10. Termination Provisions: Effects of employment termination on equity rights

11. Governing Law: Specification of Irish law as governing law

12. Dispute Resolution: Process for resolving disagreements

Optional Sections

1. Good Leaver/Bad Leaver Provisions: Specific terms for different types of employment termination scenarios

2. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake

3. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale

4. Non-Competition Clause: Restrictions on competitive activities

5. Board Representation: Rights to board representation upon reaching certain ownership thresholds

6. Pre-emption Rights: Rights of first refusal on new share issuances

7. Clawback Provisions: Circumstances under which earned equity can be reclaimed

8. Change of Control Provisions: Treatment of earned equity in case of company sale or merger

Suggested Schedules

1. Schedule 1: Vesting Schedule Details: Detailed breakdown of vesting dates and percentages

2. Schedule 2: Performance Metrics: Detailed description of performance targets and measurement criteria

3. Schedule 3: Share Capital Structure: Current and post-investment share capital structure

4. Schedule 4: Tax Elections: Forms and procedures for relevant tax elections

5. Appendix A: Shareholders' Agreement: Copy or reference to existing shareholders' agreement

6. Appendix B: Company Constitution: Relevant excerpts from company constitution

7. Appendix C: Valuation Methodology: Agreed method for valuing shares

8. Appendix D: Required Notices and Forms: Templates for required corporate and tax filings

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Bad Leaver
Board
Business Day
Change of Control
Companies Act
Company
Company Secretary
Competing Business
Completion Date
Confidential Information
Constitution
Directors
Earned Equity
Effective Date
Eligible Shares
Employee
Employment Agreement
Encumbrance
Exercise Notice
Exercise Price
Fair Market Value
Financial Year
Good Leaver
Grant Date
Group
Holding Company
IPO
Issue Price
Key Performance Indicators
Market Value
Ordinary Shares
Performance Criteria
Performance Period
Permitted Transferee
Qualified IPO
Related Company
Relevant Tax Authority
Reserved Matters
Restricted Period
Revenue Commissioners
Sale Event
Securities
Share Capital
Shareholder
Shareholders' Agreement
Shares
Subsidiary
Tax
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Clauses
Definitions
Interpretation
Grant of Equity Rights
Vesting Conditions
Performance Requirements
Share Capital
Share Transfer Restrictions
Shareholder Rights
Voting Rights
Dividend Rights
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Confidentiality
Non-Competition
Non-Solicitation
Tax Obligations
Representations and Warranties
Good Leaver Provisions
Bad Leaver Provisions
Termination Rights
Change of Control
Exit Provisions
Board Representation
Information Rights
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Costs and Expenses
Counterparts
Relevant Industries

Technology

Financial Services

Professional Services

Healthcare

E-commerce

Software Development

Biotechnology

Consulting

Digital Media

Clean Technology

Fintech

Manufacturing

Retail

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Corporate Governance

Compensation & Benefits

Company Secretariat

Tax

Compliance

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Senior Software Engineer

Product Manager

Sales Director

Managing Director

Company Secretary

Human Resources Director

Legal Counsel

Senior Manager

Department Head

Executive Director

Vice President

Principal Consultant

Senior Advisor

Industries
Companies Act 2014: Primary legislation governing company operations in Ireland, including share transfers, shareholder rights, and corporate governance requirements
Taxes Consolidation Act 1997: Regulates taxation of share-based remuneration, including treatment of equity awards and capital gains implications
Employment Rights Act 2015: Relevant for employment-related aspects of equity agreements and protection of employee rights
Contract and Commercial Law: Common law principles governing contract formation, enforcement, and interpretation in Ireland
Investment Intermediaries Act 1995: Regulates financial instruments and securities, relevant for equity issuance and transfer
European Communities (Markets in Financial Instruments) Regulations 2017: EU-derived regulations affecting financial instruments and securities trading
Capital Gains Tax Legislation: Specific provisions within tax law governing the disposal of shares and equity instruments
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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