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Vested Equity Agreement
"I need a Vested Equity Agreement for a senior software engineer joining our Hong Kong fintech startup, with a four-year vesting schedule starting March 2025 and a one-year cliff period, including accelerated vesting provisions in case of company acquisition."
1. Parties: Identification of the company issuing the equity and the recipient (grantee)
2. Background: Context of the equity grant, relationship between parties, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement including 'Vesting Period', 'Shares', 'Grant Date', etc.
4. Grant of Equity: Details of the equity being granted, including number of shares, class of shares, and grant price if applicable
5. Vesting Schedule: Specific timeline and conditions for vesting, including vesting commencement date and vesting increments
6. Conditions and Restrictions: Conditions that must be met for vesting to occur, including continued employment or service
7. Rights and Obligations: Rights attached to the shares and obligations of the grantee during the vesting period
8. Termination Provisions: Effects of employment or service termination on unvested and vested equity
9. Transfer Restrictions: Limitations on transfer of unvested and vested shares
10. Tax Provisions: Tax obligations and responsibilities of both parties
11. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
1. Accelerated Vesting: Provisions for acceleration of vesting upon specific trigger events such as change of control or IPO
2. Clawback Provisions: Company's right to reclaim vested shares under specific circumstances such as misconduct
3. Tag-Along Rights: Rights of the grantee to participate in sale of shares by major shareholders
4. Drag-Along Rights: Obligation of the grantee to sell shares if major shareholders sell
5. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
6. Shareholders' Agreement Adherence: Requirement to adhere to existing shareholders' agreement
7. Board Matters: Provisions relating to board representation or observer rights if applicable
8. Put and Call Options: Rights of either party to force a sale/purchase of vested shares under specific circumstances
1. Schedule 1 - Vesting Schedule Details: Detailed breakdown of vesting dates and percentages
2. Schedule 2 - Share Details: Specific details of the shares including class rights and restrictions
3. Schedule 3 - Company Information: Key company information including share capital structure and existing shareholders
4. Schedule 4 - Warranties and Representations: Detailed warranties given by both parties
5. Schedule 5 - Notice Provisions: Contact details and methods for formal notices under the agreement
6. Appendix A - Form of Share Certificate: Template for share certificates to be issued upon vesting
7. Appendix B - Deed of Adherence: Form of deed to be signed for adherence to shareholders' agreement if required
Authors
Technology
Financial Services
Professional Services
Startups
E-commerce
Biotechnology
Consulting
Software Development
Digital Media
Healthcare Technology
Fintech
Manufacturing
Real Estate
Legal
Human Resources
Executive
Finance
Company Secretarial
Board of Directors
Corporate Governance
Compensation
Employee Benefits
Talent Acquisition
CEO
CFO
COO
Chief Technology Officer
HR Director
Legal Counsel
Company Secretary
Senior Software Engineer
Product Manager
Sales Director
Department Head
Vice President
Managing Director
Senior Executive
Founder
Co-founder
Executive Director
Non-Executive Director
Senior Manager
Key Employee
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