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Phantom Share Agreement
"I need a Phantom Share Agreement for our Hong Kong tech startup to grant our new CTO 5,000 phantom shares, with quarterly vesting over 4 years starting March 2025, and special acceleration provisions in case of an IPO."
1. Parties: Identification of the company and the recipient of the phantom shares
2. Background: Context of the agreement and its purpose within the company's compensation structure
3. Definitions: Detailed definitions including Phantom Shares, Fair Market Value, Vesting Date, Trigger Event, etc.
4. Grant of Phantom Shares: Number of phantom shares granted and basic terms of the grant
5. Vesting Schedule: Detailed timeline and conditions for vesting of phantom shares
6. Valuation Mechanism: Method for determining the value of phantom shares, including calculation formula
7. Payment Terms: Conditions and process for payment of vested phantom shares
8. Termination Provisions: Treatment of phantom shares upon various types of employment termination
9. Tax Obligations: Responsibility for tax payments and withholding requirements
10. Confidentiality: Confidentiality obligations regarding the agreement terms
11. Amendment and Termination: Company's rights to modify or terminate the agreement
12. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
1. Performance Conditions: Additional performance-based vesting conditions, used when phantom shares are tied to specific performance metrics
2. Change of Control Provisions: Special provisions for corporate transactions, used when specific treatment of phantom shares in M&A scenarios is needed
3. Non-Competition and Non-Solicitation: Restrictive covenants, included when additional protection for the company is required
4. International Tax Provisions: Special tax considerations for international employees, used when recipient is subject to multiple tax jurisdictions
5. Clawback Provisions: Terms for recouping payments in certain circumstances, used in regulated industries or for senior executives
6. Relationship with Phantom Share Plan: Reference to master plan terms, included when agreement is part of a larger phantom share plan
1. Schedule 1: Vesting Schedule: Detailed breakdown of vesting dates and quantities
2. Schedule 2: Valuation Formula: Detailed methodology for calculating phantom share value
3. Schedule 3: Notice Provisions: Forms and procedures for various notices under the agreement
4. Schedule 4: Tax Treatment Summary: Overview of tax implications and treatment in Hong Kong
5. Appendix A: Phantom Share Plan Terms: Reference copy of relevant phantom share plan terms, if applicable
6. Appendix B: Calculation Examples: Examples illustrating the valuation and payment calculations
Authors
Financial Services
Technology
Professional Services
Manufacturing
Real Estate
Healthcare
Retail
Education
Consulting
Media and Entertainment
Telecommunications
Biotechnology
E-commerce
Human Resources
Legal
Finance
Executive Management
Operations
Research and Development
Sales
Product Development
Information Technology
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Executive Director
Senior Vice President
Department Head
Regional Manager
Senior Manager
Technical Lead
Principal Engineer
Senior Consultant
Key Account Manager
Research Director
Product Manager
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