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Phantom Share Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
The Phantom Share Agreement is utilized when companies operating in Hong Kong wish to provide equity-like incentives to key employees while maintaining their existing shareholding structure. This document type is particularly relevant in situations where actual share issuance is impractical due to corporate structure, regulatory requirements, or shareholder preferences. The agreement establishes a synthetic equity arrangement that mirrors the economic benefits of share ownership, typically providing cash payments based on the company's value appreciation over time. It includes detailed provisions on grant terms, vesting conditions, valuation methodologies, and payment mechanisms, all structured in compliance with Hong Kong law. The Phantom Share Agreement is commonly used as part of broader compensation strategies for senior executives and key employees, offering them participation in the company's growth without the complexities of actual share ownership.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Technology

Professional Services

Manufacturing

Real Estate

Healthcare

Retail

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Media and Entertainment

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Biotechnology

E-commerce

Relevant Teams

Human Resources

Legal

Finance

Executive Management

Operations

Research and Development

Sales

Product Development

Information Technology

Strategy

Relevant Roles

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

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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