Founder Vesting Agreement Template for South Africa

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Key Requirements PROMPT example:

Founder Vesting Agreement

"I need a standard Founder Vesting Agreement for my South African tech startup, with a 4-year vesting period starting January 1, 2025, including a 1-year cliff and monthly vesting thereafter, covering 1 million ordinary shares with accelerated vesting provisions for a change of control."

Document background
The Founder Vesting Agreement is a crucial document used in South African companies, particularly startups and growth-stage businesses, to structure the gradual earning of company shares by founders over time. This agreement helps protect both the company and its stakeholders by ensuring long-term founder commitment while providing founders with a clear path to full share ownership. The document typically implements a vesting schedule with a cliff period, often four years total with a one-year cliff, aligned with international best practices while complying with South African corporate and securities laws. It becomes particularly important when companies seek external investment, as investors often require founder vesting arrangements to ensure key personnel remain committed to the company's success. The agreement must comply with the South African Companies Act and relevant financial regulations while addressing tax implications and corporate governance requirements.
Suggested Sections

1. Parties: Identifies the contracting parties - typically the company and the founder

2. Background: Explains the context of the agreement, including the founder's role and the purpose of the vesting arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Vesting Period', 'Vesting Schedule', 'Cliff Period', etc.

4. Grant of Shares: Details the total number of shares subject to vesting and their class

5. Vesting Schedule: Specifies the vesting timeline, including cliff period and subsequent vesting increments

6. Vesting Conditions: Outlines the conditions that must be met for shares to vest

7. Founder Commitments: Details the founder's obligations and commitments during the vesting period

8. Company's Rights and Obligations: Specifies the company's responsibilities regarding share issuance and administration

9. Transfer Restrictions: Restrictions on transferring unvested and vested shares

10. Termination Provisions: Consequences of various termination scenarios on vesting

11. Tax Provisions: Addresses tax implications and responsibilities

12. General Terms: Standard contract terms including governing law, notices, and amendment procedures

Optional Sections

1. Accelerated Vesting: Used when including provisions for accelerated vesting in case of specific triggers like change of control

2. Shareholder Rights: Include when specifying voting rights and other shareholder privileges for unvested shares

3. Reverse Vesting: Used when the founder receives shares upfront subject to company repurchase rights

4. Non-Compete and Non-Solicit: Include when adding restrictions on competitive activities

5. Intellectual Property Assignment: Used when IP assignment needs to be explicitly tied to the vesting arrangement

6. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale of the company

7. Tag-Along Rights: Used when minority shareholders should have the right to join in the sale of shares by majority shareholders

Suggested Schedules

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

2. Schedule 2 - Share Details: Specific details of the shares including class, rights, and restrictions

3. Schedule 3 - Company Information: Relevant company details including registration number, registered address, and directors

4. Schedule 4 - Founder Information: Detailed information about the founder including personal details and shareholding

5. Appendix A - Share Certificate Template: Template for share certificates to be issued upon vesting

6. Appendix B - Deed of Adherence: Template for binding additional parties to the agreement if needed

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
Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Manufacturing

Professional Services

Media and Entertainment

Education Technology

Biotechnology

Clean Energy

Agricultural Technology

Software Development

Consulting

Retail

Relevant Teams

Legal

Human Resources

Executive Leadership

Board of Directors

Corporate Governance

Finance

Company Secretariat

Compliance

Operations

Relevant Roles

CEO

Founder

Co-Founder

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Private Equity Manager

Start-up Advisor

Board Member

Director of Human Resources

Industries
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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