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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."
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
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
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
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Retail
Telecommunications
Software
Consulting
Biotechnology
Real Estate
Energy
Media and Entertainment
Human Resources
Legal
Finance
Compensation and Benefits
Corporate Governance
Executive Management
Payroll
Tax
Company Secretarial
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
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