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Phantom Share Agreement Template for Ireland

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Key Requirements PROMPT example:

Phantom Share Agreement

"I need a Phantom Share Agreement for our Irish tech startup, granting 1,000 phantom shares to our new CTO with quarterly vesting over 4 years starting March 1, 2025, including specific provisions for accelerated vesting in case of a company sale."

Document background
The Phantom Share Agreement serves as a crucial instrument for companies operating under Irish law who wish to provide equity-based incentives to key employees without diluting actual shareholding. This document type is particularly valuable for private companies, subsidiaries of multinational corporations, or organizations with complex shareholding structures. The agreement outlines the grant of phantom shares, which are synthetic units that track the value of actual company shares and provide equivalent economic benefits. It includes essential provisions regarding vesting schedules, valuation methodologies, payment triggers, and tax implications, all while ensuring compliance with Irish corporate, employment, and tax regulations. The Phantom Share Agreement is commonly used as part of employee retention and incentivization strategies, especially when traditional share options or actual share grants are not practical or desired.
Suggested Sections

1. Parties: Identification of the company and the employee/recipient of phantom shares

2. Background: Context of the agreement and purpose of the phantom share grant

3. Definitions: Key terms used throughout the agreement, including 'Phantom Shares', 'Valuation Date', 'Fair Market Value', etc.

4. Grant of Phantom Shares: Details of the phantom share units being granted, including number and grant date

5. Vesting Conditions: Timeline and conditions for vesting of phantom shares

6. Valuation Mechanism: Method for determining the value of phantom shares

7. Payment Terms: Conditions and timing of payments related to vested phantom shares

8. Tax Provisions: Treatment of tax obligations and responsibilities of parties

9. Termination Provisions: Effects of employment termination on phantom share rights

10. Confidentiality: Obligations regarding confidential information

11. Assignment and Transfer: Restrictions on transfer or assignment of phantom share rights

12. Governing Law: Specification of Irish law as governing law

13. Entire Agreement: Integration clause confirming complete agreement between parties

Optional Sections

1. Change of Control: Provisions addressing phantom share treatment in case of company sale or merger

2. Clawback Provisions: Terms for recoupment of payments in specific circumstances, often included for senior executives

3. Non-Competition: Restrictions on competitive activities, if applicable

4. Dispute Resolution: Specific procedures for resolving disputes, if not relying on standard court jurisdiction

5. Data Protection: GDPR compliance provisions, particularly relevant if data processing occurs across borders

6. Currency Conversion: Required if payments might be made in currency other than euros

Suggested Schedules

1. Schedule 1 - Phantom Share Certificate: Form of certificate detailing the grant of phantom shares

2. Schedule 2 - Vesting Schedule: Detailed timeline and conditions for vesting of phantom shares

3. Schedule 3 - Valuation Methodology: Detailed explanation of how phantom shares will be valued

4. Schedule 4 - Notice Forms: Template forms for various notices under the agreement

5. Schedule 5 - Tax Treatment Summary: Overview of tax implications and treatment under Irish law

6. Appendix A - Acceptance Form: Form for employee to accept the phantom share grant

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

Relevant legal definitions












































Clauses






























Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Telecommunications

Software

Consulting

Biotechnology

Real Estate

Energy

Media and Entertainment

Relevant Teams

Human Resources

Legal

Finance

Compensation and Benefits

Corporate Governance

Executive Management

Payroll

Tax

Company Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Senior Executive

Department Head

Managing Director

Vice President

Senior Manager

Key Employee

Technical Lead

Sales Director

Regional Manager

Product Manager

Principal Engineer

Senior Consultant

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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