Vesting Deed Template for Singapore

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Key Requirements PROMPT example:

Vesting Deed

"I need a Vesting Deed for our Singapore tech startup to grant 50,000 shares to our new CTO, with a 4-year vesting period starting January 2025 and a one-year cliff period, including acceleration provisions in case of company sale."

Document background
A Vesting Deed is primarily used when companies wish to grant equity to employees or other stakeholders while ensuring their long-term commitment. Under Singapore law, this document is particularly relevant for startups and growing companies implementing employee stock ownership plans. The Vesting Deed typically includes detailed vesting schedules, performance conditions, good/bad leaver provisions, and share rights. It helps protect company interests while providing incentives for recipients, ensuring compliance with Singapore's corporate and securities regulations.
Suggested Sections

1. Parties: Identification of the grantor (company) and grantee (recipient of vested shares)

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

3. Definitions: Key terms including Vesting Period, Vesting Schedule, Shares, etc.

4. Grant of Shares: Details of shares being granted and vesting conditions

5. Vesting Schedule: Specific timeline and milestones for vesting

6. Rights and Restrictions: Voting rights, dividend rights, and transfer restrictions

7. Termination Provisions: Consequences of employment termination or other trigger events

Optional Sections

1. Acceleration Provisions: Terms for accelerated vesting in case of change of control or other events

2. Clawback Provisions: Company's right to reclaim vested shares under certain conditions

3. Tax Provisions: Specific arrangements regarding tax treatment and obligations

4. Non-Competition Clause: Restrictions on competitive activities

Suggested Schedules

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

2. Schedule 2 - Share Details: Specific information about the shares being granted

3. Schedule 3 - Shareholder Rights: Detailed explanation of rights attached to shares

4. Appendix A - Acceptance Form: Form for grantee to formally accept the vesting arrangement

5. Appendix B - Notice Forms: Standard forms for various notices 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
Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, including share issuance, transfer and corporate governance requirements

Securities and Futures Act (Cap. 289): Regulates securities offerings, transfer restrictions and disclosure requirements for share-based arrangements

Employment Act (Cap. 91): Framework for employment relationships, relevant for employee vesting arrangements and rights

Income Tax Act (Cap. 134): Tax implications for share vesting, including treatment of vested shares and capital gains considerations

MAS Guidelines: Regulatory guidelines from Monetary Authority of Singapore affecting share-based arrangements and securities

SGX Listing Rules: Requirements for listed companies implementing share vesting schemes, including disclosure and compliance obligations

Company Constitution: Internal governance document that may contain provisions affecting share transfers and vesting arrangements

Personal Data Protection Act: Regulations governing the collection, use, and disclosure of personal data in vesting documentation

Contract Law Principles: Common law principles governing contractual enforceability, consideration, and termination provisions

Employee Share Option Scheme Regulations: Specific regulations governing the implementation and administration of employee share schemes

Good Leaver/Bad Leaver Provisions: Standard contractual provisions defining treatment of vesting rights upon different types of employment termination

Non-Compete Clauses: Restrictions on post-employment competition that may be tied to vesting arrangements

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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