Vesting Deed Template for India

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Key Requirements PROMPT example:

Vesting Deed

"I need a Vesting Deed for our technology startup in Bangalore, to be executed in January 2025, covering a 4-year vesting period for three co-founders with a one-year cliff and accelerated vesting provisions in case of acquisition."

Document background
A Vesting Deed is a crucial legal instrument in the Indian corporate landscape, particularly utilized in situations where companies want to ensure long-term commitment from key stakeholders while protecting corporate interests. This document type is commonly implemented when companies grant equity to founders, employees, or other stakeholders but wish to establish a structured timeline for the actual transfer of rights. The Vesting Deed must comply with Indian legal requirements and typically includes detailed schedules for the vesting timeline, conditions for accelerated vesting, consequences of early termination, and mechanisms for handling disputes. It's particularly important in startup environments where equity-based compensation is common, and needs to account for various Indian regulatory requirements including those under the Companies Act, SEBI regulations, and stamp duty laws. The document serves as a safeguard for both the company and the beneficiaries by clearly outlining rights, obligations, and the process of acquiring ownership interests over time.
Suggested Sections

1. Parties: Identification of the parties to the deed, including the grantor (typically the company) and grantee (typically employee/founder)

2. Background: Context of the vesting arrangement, relationship between parties, and purpose of the deed

3. Definitions: Key terms used throughout the deed including 'Vesting Period', 'Vesting Date', 'Shares/Assets', etc.

4. Grant of Rights: Details of the property/shares being subjected to vesting

5. Vesting Terms: Core vesting provisions including timeline, milestones, and conditions

6. Vesting Schedule: Specific breakdown of how and when rights vest

7. Rights and Obligations: Responsibilities and rights of both parties during the vesting period

8. Transfer Restrictions: Limitations on transfer of unvested interests

9. Termination Provisions: Consequences of various termination scenarios

10. Representations and Warranties: Standard declarations by both parties

11. Governing Law and Jurisdiction: Applicable law and dispute resolution forum

12. Execution: Formal execution blocks and attestation requirements

Optional Sections

1. Accelerated Vesting: Used when specific events can trigger immediate vesting (e.g., change in control, IPO)

2. Shareholder Rights: Include when vesting involves company shares and voting/dividend rights need specification

3. Non-Competition and Confidentiality: Added when additional restrictions on the grantee are required

4. Tax Provisions: Detailed tax treatment and obligations when complex tax implications exist

5. Drag Along Rights: Include for startup contexts where forced sale provisions are needed

6. Tag Along Rights: Include when co-sale rights are to be granted

7. Clawback Provisions: Used when the company wants right to reclaim vested interests under specific circumstances

8. Amendment Procedure: Include when flexibility for future modifications is desired

Suggested Schedules

1. Vesting Schedule Details: Detailed timeline and percentages of vesting over time

2. Share/Asset Details: Specific description of shares/assets subject to vesting

3. Performance Metrics: If vesting is tied to performance, detailed criteria and measurement methods

4. Company Information: Relevant company details, shareholding pattern, and corporate structure

5. Valuation Report: If applicable, valuation details of shares/assets subject to vesting

6. Required Regulatory Approvals: List of necessary regulatory clearances and compliance requirements

7. Form of Notices: Template formats for various notices required under the deed

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
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Technology

Start-ups

Financial Services

Professional Services

E-commerce

Healthcare

Manufacturing

Real Estate

Education

Telecommunications

Media and Entertainment

Consulting

Relevant Teams

Legal

Human Resources

Executive Leadership

Board of Directors

Corporate Secretarial

Finance

Compliance

Engineering

Product Development

Senior Management

Relevant Roles

CEO

Founder

Co-founder

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

VP of Engineering

VP of Sales

Senior Software Engineer

Product Manager

HR Director

Legal Counsel

Company Secretary

Board Member

Department Head

Senior Executive

Key Developer

Principal Architect

Industries
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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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