The Advisory Shares Agreement is a crucial document for Swiss companies seeking to attract and retain expert advisors by offering equity compensation instead of or in addition to cash compensation. This agreement type is particularly relevant in the Swiss market where companies, especially in innovative sectors, compete for top talent and expertise. The document comprehensively addresses the terms of the advisory relationship, share rights, vesting conditions, and related obligations while ensuring compliance with Swiss corporate law, securities regulations, and tax requirements. It's commonly used when companies want to align advisors' interests with long-term company success, typically granting them a small equity stake subject to vesting over time. The agreement must be carefully structured to comply with the Swiss Code of Obligations and relevant financial market regulations, particularly regarding share issuance and transfer restrictions.
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1. Parties: Identification of the company and the advisor, including their full legal names, addresses, and registration details where applicable
2. Background: Context of the advisory relationship, company status, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including specific Swiss legal terminology where relevant
4. Appointment and Scope: Terms of advisor appointment, role description, and scope of advisory services
5. Share Grant and Vesting: Details of advisory shares, including number, class, vesting schedule, and conditions
6. Advisory Services: Specific duties, time commitment, and performance expectations of the advisor
7. Representations and Warranties: Declarations by both parties regarding their capacity, authority, and compliance with laws
8. Confidentiality: Protection of company information and trade secrets
9. Intellectual Property: Ownership and assignment of IP created during the advisory relationship
10. Term and Termination: Duration of the agreement and grounds for termination
11. Effects of Termination: Treatment of vested and unvested shares upon different termination scenarios
12. Tax Matters: Tax obligations and responsibilities of both parties under Swiss tax law
13. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Competition: Restrictions on advisor's involvement with competing businesses - optional but recommended for key advisors
2. Share Transfer Restrictions: Additional limitations on share transfers, tag-along/drag-along rights - relevant for companies with multiple shareholders
3. Board Observer Rights: Rights to attend board meetings - applicable for strategic advisors
4. Expense Reimbursement: Terms for reimbursing advisor expenses - needed if advisor will incur expenses
5. Insurance and Indemnification: Protection for advisor actions - important for high-risk advisory roles
6. Alternative Dispute Resolution: Mediation or arbitration procedures - recommended for international advisors
1. Schedule A - Services Description: Detailed outline of advisory services, deliverables, and performance metrics
2. Schedule B - Share Vesting Schedule: Detailed vesting timeline, milestones, and acceleration events
3. Schedule C - Company Information: Current share capital structure and relevant corporate details
4. Schedule D - Share Rights and Restrictions: Detailed terms of the share class being granted
5. Appendix 1 - Board Resolutions: Copy of board resolutions approving the advisory shares issuance
6. Appendix 2 - Tax Elections: Any required Swiss tax forms or elections
7. Appendix 3 - Acceptance Certificate: Form for advisor to formally accept share grants upon vesting
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