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Startup Employee Equity Agreement Template for Hong Kong

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Startup Employee Equity Agreement

I need a Startup Employee Equity Agreement for our Hong Kong fintech company, offering our new CTO 50,000 share options with a 4-year vesting period starting March 1, 2025, including accelerated vesting provisions in case of acquisition.

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What is a Startup Employee Equity Agreement?

The Startup Employee Equity Agreement is a crucial document for Hong Kong-based startups looking to attract and retain talent through equity compensation. This agreement is typically used when a startup wants to offer shares or share options to employees as part of their compensation package, aligning employee interests with company growth. The document must comply with Hong Kong's legal framework, particularly the Companies Ordinance and Securities and Futures Ordinance, while addressing practical considerations such as vesting schedules, exercise prices, and tax implications. It's particularly relevant for early-stage companies and scale-ups that want to conserve cash while offering competitive compensation packages. The agreement typically includes detailed provisions about share rights, vesting conditions, exercise procedures, and scenarios such as company sale or IPO.

What sections should be included in a Startup Employee Equity Agreement?

1. Parties: Identification of the company and the employee receiving equity

2. Background: Context of the agreement, including employee's role and purpose of equity grant

3. Definitions: Key terms used throughout the agreement including share classes, vesting, fair market value

4. Grant of Equity: Details of shares/options granted, including number, class, and nominal value

5. Vesting Schedule: Timing and conditions for equity vesting, including cliff period if applicable

6. Exercise Price and Payment: Cost of exercising options and payment mechanisms

7. Rights and Restrictions: Voting rights, dividend rights, and transfer restrictions on shares

8. Termination Provisions: Treatment of equity upon various types of employment termination

9. Tax Obligations: Tax responsibilities and reporting requirements for both parties

10. Confidentiality: Protection of company confidential information

11. Regulatory Compliance: Compliance with Hong Kong securities and companies laws

12. General Provisions: Standard clauses including notices, amendments, governing law

What sections are optional to include in a Startup Employee Equity Agreement?

1. Accelerated Vesting: Provisions for acceleration of vesting upon change of control or IPO

2. Shareholders' Rights: Additional rights if immediate share issuance rather than options

3. Lock-up Period: Restrictions on share sales for a specified period

4. Tag-Along Rights: Right to join in sale of shares by major shareholders

5. Drag-Along Rights: Obligation to join in sale if majority shareholders sell

6. Bad Leaver Provisions: Special terms for termination due to misconduct

7. Intellectual Property: IP assignments and obligations related to equity grant

8. Non-Competition: Restrictions on competing activities while holding shares

What schedules should be included in a Startup Employee Equity Agreement?

1. Schedule 1 - Share/Option Certificate: Format of official certificate documenting the equity grant

2. Schedule 2 - Vesting Schedule Details: Detailed breakdown of vesting dates and percentages

3. Schedule 3 - Exercise Notice: Form for exercising options when vested

4. Schedule 4 - Shareholders' Agreement: Copy or key terms of the company's shareholders' agreement

5. Schedule 5 - Tax Information: Summary of tax implications and filing requirements

6. Schedule 6 - Company Constitution: Relevant excerpts from company's articles of association

7. Schedule 7 - Fair Market Value Calculation: Methodology for determining share value

8. Schedule 8 - Regulatory Disclosures: Required disclosures under Hong Kong securities laws

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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