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ESOP Agreement
"Need an ESOP Agreement for our Irish technology startup with 50 employees, implementing a standard 4-year vesting schedule with a 1-year cliff, to be effective from January 2025."
1. Parties: Identification of the Company and the Plan Administrator/Trustee
2. Background: Context of the ESOP establishment, company details, and purpose of the plan
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Establishment of the Plan: Formal establishment of the ESOP, its effective date, and general purpose
5. Plan Administration: Powers and duties of the plan administrator, decision-making processes
6. Eligibility and Participation: Criteria for employee participation and selection process
7. Share Reserve and Available Shares: Number and type of shares reserved for the plan
8. Grant of Options: Terms and conditions for option grants, including timing and pricing
9. Vesting Conditions: Vesting schedule and conditions for option exercise
10. Exercise of Options: Procedures and conditions for exercising options
11. Termination of Employment: Treatment of options upon various types of employment termination
12. Tax Provisions: Tax obligations and compliance requirements under Irish law
13. Amendment and Termination: Procedures for modifying or terminating the plan
14. General Provisions: Miscellaneous legal provisions, governing law, and notices
1. International Participants: Special provisions for employees based outside Ireland, used when company has international operations
2. Change in Control: Specific provisions for corporate transactions, used when company anticipates potential M&A activity
3. Restricted Stock Units: Additional provisions for RSU grants, used when company offers RSUs alongside options
4. Clawback Provisions: Terms for recovering shares or options in specific circumstances, used for senior executive participation
5. Sub-Plans: Framework for country-specific variations, used for multinational implementations
6. Performance Conditions: Additional vesting conditions tied to company or individual performance, used for performance-based grants
1. Option Grant Notice Template: Standard form for documenting option grants to participants
2. Exercise Notice Template: Standard form for participants to exercise their options
3. Deed of Adherence: Form for participants to agree to company's shareholders agreement
4. Tax Summary: Overview of tax implications and compliance requirements under Irish law
5. Vesting Schedule Template: Standard vesting terms and conditions
6. Shareholders Agreement: Key provisions from company's shareholders agreement affecting option holders
7. Fair Market Value Determination: Methodology for share valuation
8. Data Protection Notice: GDPR-compliant information on personal data processing
Authors
Adoption Date
Affiliate
Applicable Law
Approved Option
Articles of Association
Board
Business Day
Cause
Change in Control
Companies Act
Company
Company Secretary
Competitor
Confidential Information
Connected Person
Constitution
Control
Date of Grant
Director
Disability
Eligible Employee
Employee
Employment
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
Financial Year
Good Leaver
Grant Date
Group
Group Company
Holding Company
IPO
Irish Revenue
Irish Tax Laws
Issue Price
Market Value
Option
Option Certificate
Option Holder
Ordinary Shares
Parent Company
Participant
Performance Conditions
Personal Data
Plan
Plan Administrator
Plan Rules
Plan Year
Redundancy
Relevant Employment
Reserved Matter
Retirement
Share
Share Capital
Share Option
Shareholders' Agreement
Subsidiary
Subscription Price
Tax Liability
Taxes Act
Termination Date
Transfer
Trustee
Unvested Option
Vested Option
Vesting Date
Vesting Period
Vesting Schedule
Grant of Options
Plan Administration
Eligibility and Participation
Option Terms
Vesting Provisions
Exercise Rights
Transfer Restrictions
Termination Provisions
Change in Control
Share Capital Adjustments
Tax Compliance
Confidentiality
Data Protection
Amendment and Termination
Notices
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Shareholder Rights
Compliance with Laws
Share Issuance
Option Exercise Procedure
Reporting Requirements
Non-Competition
Non-Solicitation
Clawback
Good/Bad Leaver Provisions
Trust Provisions
Plan Duration
Power of Attorney
Representations and Warranties
Market Abuse Prevention
Currency
Third Party Rights
Costs and Expenses
Binding Effect
Counterparts
Technology
Financial Services
Professional Services
Healthcare
Manufacturing
Retail
Software
Biotechnology
E-commerce
Consulting
Media and Entertainment
Legal
Human Resources
Finance
Payroll
Tax
Compliance
Executive Leadership
Company Secretariat
Compensation and Benefits
Chief Executive Officer
Chief Financial Officer
Chief Human Resources Officer
General Counsel
HR Director
Compensation Manager
Finance Director
Company Secretary
Legal Counsel
HR Manager
Equity Compensation Specialist
Payroll Manager
Tax Manager
Compliance Officer
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