The Employee Share Agreement is a crucial document used by Canadian companies to formalize equity-based compensation arrangements with their employees. It is particularly relevant for businesses looking to attract and retain talent by offering ownership stakes in the company. The agreement must comply with Canadian federal and provincial securities laws, corporate regulations, and tax requirements. It typically includes detailed provisions about share allocation, vesting schedules, ownership rights, transfer restrictions, and termination implications. This document is commonly used in startups, growth-stage companies, and established corporations, especially when implementing employee stock ownership plans (ESOPs) or similar equity incentive schemes. The agreement serves both as a legal instrument and a motivational tool, aligning employee interests with company success while ensuring regulatory compliance.
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1. Parties: Identification of the Company and the Employee
2. Background: Context of the agreement and share offering program
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Shares: Details of the shares being offered, including number, class, and price
5. Vesting Provisions: Schedule and conditions for share vesting
6. Purchase Price and Payment: Terms of payment for shares, if applicable
7. Rights and Restrictions: Shareholder rights and any restrictions on share ownership
8. Tax Obligations: Tax implications and responsibilities of both parties
9. Termination Provisions: Effect of employment termination on share ownership
10. Representations and Warranties: Standard declarations by both parties
11. Confidentiality: Protection of confidential information
12. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Share Buy-Back Rights: Company's right to repurchase shares under certain conditions
2. Tag-Along Rights: Employee's right to participate in sale of company shares
3. Drag-Along Rights: Company's right to force employee participation in sale
4. International Tax Provisions: Additional tax clauses for international employees
5. Change of Control Provisions: Special terms applying in case of company sale/merger
6. Lock-up Period: Restrictions on selling shares for a specified period
7. Bad Leaver Provisions: Consequences for termination due to misconduct
8. Share Transfer Restrictions: Additional restrictions on transfer of shares
1. Schedule A - Share Details: Detailed description of share class, rights, and restrictions
2. Schedule B - Vesting Schedule: Detailed timetable of share vesting
3. Schedule C - Subscription Form: Form for employee to subscribe to shares
4. Schedule D - Share Certificate: Pro forma share certificate
5. Schedule E - Tax Election Forms: Required tax forms including Section 85(1) election if applicable
6. Schedule F - Shareholders' Agreement: Copy or summary of applicable shareholders' agreement
7. Schedule G - Company By-laws: Relevant excerpts from company by-laws affecting share ownership
8. Schedule H - Regulatory Compliance: Required securities law compliance documentation
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