ESOP Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The ESOP Agreement serves as the foundational document for companies implementing employee share ownership schemes in Ireland. It is typically used when a company wishes to attract, retain, and motivate employees by offering them an opportunity to share in the company's success through share ownership. The agreement must comply with Irish company law, tax legislation, and EU regulations, making it essential for companies operating in Ireland. The document outlines all aspects of the share scheme, from initial grant to eventual exercise or termination, and includes specific provisions for tax efficiency under Irish law. The ESOP Agreement is particularly crucial for growing companies, startups, and established businesses looking to align employee interests with company success while maintaining compliance with Irish legal requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
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Company Secretariat

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Human Resources Officer

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HR Director

Compensation Manager

Finance Director

Company Secretary

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HR Manager

Equity Compensation Specialist

Payroll Manager

Tax Manager

Compliance Officer

Industries
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