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Shadow Equity Agreement
"I need a Shadow Equity Agreement for our Malaysian tech startup to grant our new CTO 5% of the shadow equity pool, with a 4-year vesting schedule starting March 1, 2025, and accelerated vesting upon company sale."
1. Parties: Identifies the company issuing the shadow equity and the recipient
2. Background: Sets out the context and purpose of the agreement, including the company's shadow equity scheme
3. Definitions: Defines key terms used throughout the agreement, including 'Shadow Equity Units', 'Trigger Event', 'Valuation', etc.
4. Grant of Shadow Equity: Details the number of units granted, grant date, and nature of the shadow equity rights
5. Vesting Schedule: Specifies the vesting period and conditions for the shadow equity units
6. Valuation Mechanism: Describes how the value of shadow equity units will be calculated
7. Payment Terms: Outlines when and how payments will be made upon trigger events
8. Trigger Events: Defines events that trigger payment (e.g., sale, IPO, termination)
9. Termination Provisions: Details what happens to shadow equity rights upon various types of termination
10. Confidentiality: Provisions regarding confidentiality of the agreement and company information
11. Non-Competition and Non-Solicitation: Restrictions on the recipient's competitive activities
12. General Provisions: Standard contractual terms including governing law, notices, amendments, etc.
1. Performance Conditions: Additional conditions tied to individual or company performance metrics
2. Multiple Classes of Shadow Equity: Used when different classes of shadow equity with different rights exist
3. Tax Provisions: Detailed tax treatment and obligations, particularly relevant for international recipients
4. Change of Control Provisions: Specific provisions for company ownership changes
5. Dispute Resolution: Specific dispute resolution procedures beyond standard jurisdiction clauses
6. Intellectual Property: IP provisions if the recipient is involved in creating IP for the company
7. Employee Benefits Integration: How shadow equity interacts with other employee benefits
8. Anti-Dilution Provisions: Protection against dilution of shadow equity value
1. Schedule 1 - Shadow Equity Certificate: Form of certificate documenting the shadow equity grant
2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting dates and percentages
3. Schedule 3 - Valuation Formula: Detailed methodology for calculating shadow equity value
4. Schedule 4 - Company Information: Key company information and current capitalization
5. Schedule 5 - Trigger Event Procedures: Detailed procedures for different types of trigger events
6. Appendix A - Notice Forms: Template forms for various notices under the agreement
7. Appendix B - Tax Treatment Summary: Summary of tax implications and treatment
8. Appendix C - Consent Forms: Required consent and acknowledgment forms
Authors
Board
Business Day
Company
Company Value
Confidential Information
Effective Date
Exercise Notice
Exercise Price
Fair Market Value
Grant Date
Identity Card
Initial Public Offering
Liquidation Event
Malaysian Ringgit
Notice
Payment Date
Recipient
Shadow Equity Pool
Shadow Equity Units
Share
Shareholders
Termination Date
Trigger Event
Valuation Date
Vesting Commencement Date
Vesting Period
Vesting Schedule
Working Day
Vesting
Valuation
Payment Terms
Trigger Events
Termination
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Assignment
Notices
Representations and Warranties
Tax Obligations
Amendment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Force Majeure
Good Leaver Provisions
Bad Leaver Provisions
Change of Control
Anti-Dilution
Waiver
Survival
Binding Effect
Counterparts
Technology
Financial Services
Professional Services
Manufacturing
E-commerce
Healthcare
Education Technology
Telecommunications
Consulting
Real Estate
Renewable Energy
Biotechnology
Software Development
Digital Media
Retail
Human Resources
Legal
Finance
Executive Leadership
Corporate Development
Compensation & Benefits
Compliance
Corporate Secretary Office
Business Development
Sales
Research & Development
Product Development
Operations
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Senior Manager
Department Head
Technical Lead
Senior Developer
Sales Director
Business Development Manager
Key Account Manager
Product Manager
Research Director
Principal Scientist
Senior Consultant
Regional Manager
Country Manager
Vice President
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