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Co Founder Vesting Agreement
"I need a Co-Founder Vesting Agreement under Hong Kong law for my technology startup, with a 4-year vesting schedule starting January 2025, including a one-year cliff and accelerated vesting provisions in case of acquisition."
1. Parties: Identifies the company, all co-founders involved in the agreement, and any other relevant parties
2. Background: Outlines the context of the agreement, including company formation, co-founders' roles, and purpose of the vesting arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Grant of Shares: Details the total number of shares subject to vesting and their classification
5. Vesting Schedule: Specifies the vesting period, milestones, and timing of share releases
6. Vesting Conditions: Outlines the conditions that must be met for shares to vest, including continued engagement with the company
7. Accelerated Vesting: Defines circumstances that may trigger accelerated vesting, such as change of control
8. Forfeiture and Repurchase: Describes circumstances under which unvested shares may be forfeited and company's right to repurchase
9. Restrictions on Transfer: Details limitations on transfer of both vested and unvested shares
10. Representations and Warranties: Contains standard representations and warranties from all parties
11. Confidentiality: Establishes confidentiality obligations regarding company information
12. Termination: Specifies how and when the agreement can be terminated and consequences
13. General Provisions: Contains standard boilerplate clauses including governing law, notices, and amendments
1. Tag-Along Rights: Gives co-founders the right to join in sale of shares by other shareholders - useful for minority protection
2. Drag-Along Rights: Allows majority shareholders to force minority holders to join in sale - relevant for exit planning
3. Non-Competition: Restricts co-founders from competing activities - important for protecting company interests
4. Intellectual Property Assignment: Ensures all IP created during employment belongs to company - crucial for technology companies
5. Dispute Resolution: Specifies arbitration or mediation procedures - useful for companies wanting to avoid court proceedings
6. Good/Bad Leaver Provisions: Defines different treatment of shares based on circumstances of departure - relevant for managing exits
7. Death and Disability: Handles vesting and share treatment in case of death or disability - important for comprehensive planning
1. Schedule 1: Share Vesting Schedule: Detailed breakdown of vesting timeline, including specific dates and percentage of shares vesting
2. Schedule 2: Share Details: Specific details of shares including class, rights, and any special terms attached
3. Schedule 3: Company Information: Key company details including registration number, registered office, and share capital structure
4. Schedule 4: Founder Information: Detailed information about each co-founder including contact details and initial share allocation
5. Appendix A: Share Certificate Template: Template for share certificates to be issued upon vesting
6. Appendix B: Board Resolution: Template board resolution approving the vesting arrangement
7. Appendix C: Deed of Adherence: Template for future parties to adhere to the agreement if needed
Authors
Technology
Startups
Financial Services
E-commerce
Healthcare Technology
Software Development
Biotechnology
Professional Services
Digital Media
Educational Technology
Clean Technology
Fintech
Legal
Human Resources
Executive Leadership
Board of Directors
Corporate Secretarial
Finance
Compliance
Corporate Governance
CEO
Co-Founder
Company Director
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Startup Founder
Managing Director
Board Member
Chief Legal Officer
VP of Human Resources
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