The Founder Vesting Agreement is a critical document used when establishing or formalizing founder relationships in Swiss companies, particularly in startup scenarios. It serves to align founder and company interests by implementing a structured approach to share ownership, typically over a 3-4 year period. This agreement is essential for protecting company interests while ensuring founder commitment, and is often required by investors as a prerequisite for funding. Under Swiss law, the agreement must comply with specific corporate law requirements, particularly regarding share transfer restrictions and corporate governance. The document addresses crucial aspects such as vesting schedules, clawback provisions, tax implications, and various termination scenarios, while ensuring alignment with Swiss regulatory requirements and market practices.
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1. Parties: Identification of the founder(s) and the company, including their full legal names and addresses
2. Background: Context of the agreement, including company formation details, share allocation, and purpose of the vesting arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including vesting-specific terminology
4. Vesting Schedule: Detailed terms of the vesting arrangement, including vesting period, cliff period, and vesting increments
5. Share Restrictions: Limitations on share transfers, voting rights, and other restrictions during the vesting period
6. Founder Commitments: Obligations of the founder during the vesting period, including full-time commitment and non-compete provisions
7. Termination Provisions: Consequences of various termination scenarios (voluntary departure, termination for cause, death, disability)
8. Company's Rights and Obligations: Company's responsibilities and rights regarding share management and documentation
9. Tax Provisions: Treatment of tax implications and responsibilities for both founder and company
10. Confidentiality: Provisions regarding confidential information and trade secrets
11. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes
12. Miscellaneous: Standard closing provisions including severability, entire agreement, and amendments
1. Accelerated Vesting: Provisions for accelerated vesting in case of change of control or IPO
2. Founder Benefits: Additional benefits or rights granted to the founder during the vesting period
3. Board Participation: Terms regarding founder's participation in board meetings and decisions
4. Intellectual Property Rights: Specific provisions regarding IP assignment and protection, if not covered in a separate agreement
5. Drag-Along Rights: Provisions forcing founder to join in company sale under specific conditions
6. Tag-Along Rights: Rights allowing founder to join in share sales by other shareholders
7. Family Member Provisions: Special provisions for share transfers to family members or family trusts
8. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court jurisdiction
1. Schedule A - Vesting Schedule Details: Detailed breakdown of vesting dates, percentages, and milestones
2. Schedule B - Share Certificate: Form of share certificate with restriction notices
3. Schedule C - Deed of Adherence: Form for permitted transferees to become bound by the agreement
4. Schedule D - Company Articles Extract: Relevant excerpts from company articles relating to share transfers and restrictions
5. Schedule E - Tax Elections: Forms and procedures for relevant Swiss tax elections
6. Schedule F - Notice Forms: Template forms for various notices required under the agreement
7. Appendix 1 - Calculation Examples: Examples of vesting calculations in various scenarios
8. Appendix 2 - Shareholder Resolution: Copy of shareholder resolution approving the vesting arrangement
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