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Phantom Equity Agreement
"I need a Phantom Equity Agreement for our Belgian tech startup to grant our new Chief Technology Officer 5% phantom equity rights, with a 4-year vesting schedule starting March 1, 2025, and include specific provisions for an IPO event."
1. Parties: Identification of the company and the phantom equity recipient
2. Background: Context of the agreement, including the company's desire to incentivize the recipient through phantom equity rights
3. Definitions: Key terms including Phantom Units, Fair Market Value, Exit Event, Payment Event, etc.
4. Grant of Phantom Equity Rights: Details of the phantom equity units granted, including number of units and percentage of notional equity
5. Calculation of Value: Methods for determining the value of phantom equity units, including valuation procedures
6. Payment Events: Circumstances triggering payments under the phantom equity scheme (e.g., exit events, IPO)
7. Payment Mechanics: Procedures for calculating and making payments, including timing and form of payment
8. Taxation and Social Security: Tax treatment of payments and responsibilities for tax/social security payments
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Obligations regarding confidential information
11. Representations and Warranties: Standard representations by both parties
12. Governing Law and Jurisdiction: Specification of Belgian law and jurisdiction
1. Employment Relationship: Required when phantom equity is part of employment compensation, defining relationship with employment contract
2. Vesting Schedule: Include when rights vest over time rather than being granted immediately
3. Non-Competition and Non-Solicitation: Added when additional restrictive covenants are required
4. Corporate Governance Rights: Include if recipient gets any information or governance rights
5. Change of Control Provisions: Specific provisions for company sale or restructuring scenarios
6. Clawback Provisions: Include when company wants right to recoup payments in certain circumstances
7. Tag-Along Rights: Include when phantom equity holders should have protection in sale scenarios
1. Schedule 1: Phantom Equity Calculation Formula: Detailed methodology for calculating phantom equity value
2. Schedule 2: Vesting Schedule: If applicable, detailed vesting timeline and conditions
3. Schedule 3: Valuation Principles: Specific principles and methods for company valuation
4. Schedule 4: Payment Event Procedures: Detailed procedures for handling different types of payment events
5. Schedule 5: Tax Treatment Examples: Illustrations of tax treatment in different scenarios
6. Schedule 6: Notice Requirements: Forms and procedures for required notices under the agreement
Authors
Technology
Professional Services
Financial Services
Manufacturing
Healthcare
Biotechnology
Consulting
Software Development
E-commerce
Telecommunications
Legal
Human Resources
Finance
Executive Leadership
Operations
Accounting
Tax
Compensation & Benefits
Corporate Development
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Senior Vice President
Director of Operations
Key Account Manager
Senior Software Engineer
Technical Lead
Regional Manager
Head of Department
Senior Consultant
Principal Engineer
Department Head
Country Manager
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