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Phantom Share Agreement
"I need a Phantom Share Agreement for our Indonesian tech startup, granting our CTO 1000 phantom share units with a 4-year vesting schedule starting March 1, 2025, including special provisions for an IPO event and accelerated vesting upon acquisition."
1. Parties: Identification of the Company and the Phantom Share Recipient (typically an employee or consultant)
2. Background: Context of the agreement, including the Company's desire to incentivize the Recipient through phantom shares
3. Definitions: Key terms including Phantom Shares, Fair Market Value, Vesting Date, Payment Event, etc.
4. Grant of Phantom Shares: Details of the phantom share grant, including number of units and grant date
5. Vesting Provisions: Vesting schedule and conditions for the phantom shares
6. Valuation: Method and timing for determining the value of phantom shares
7. Payment Terms: Conditions triggering payment and mechanism for settlement
8. Employment Relationship: Impact of employment status on phantom share rights
9. Tax Provisions: Tax treatment and responsibilities regarding phantom share payments
10. Confidentiality: Obligations regarding confidential information related to the phantom shares
11. Term and Termination: Duration of the agreement and termination circumstances
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Change of Control Provisions: Include when specific provisions are needed for company sale or merger scenarios
2. IPO Provisions: Include when company anticipates potential public offering
3. Non-Competition and Non-Solicitation: Include when additional restrictive covenants are desired
4. Shareholder Rights: Include when phantom shares carry specific information or participation rights
5. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred
6. Anti-dilution Provisions: Include when protection against dilution events is needed
7. Clawback Provisions: Include when company wants right to recoup payments in certain circumstances
1. Schedule 1 - Phantom Share Certificate: Form of certificate documenting the phantom share grant
2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting dates and conditions
3. Schedule 3 - Valuation Methodology: Detailed method for calculating phantom share value
4. Schedule 4 - Notice of Exercise Form: Template for recipient to request payment of vested phantom shares
5. Schedule 5 - Deed of Adherence: Form for binding additional parties to the agreement if needed
6. Appendix A - Company Information: Relevant company details and structure
7. Appendix B - Tax Treatment Summary: Overview of applicable tax regulations and treatment
Authors
Technology
Financial Services
Manufacturing
Professional Services
Retail
Healthcare
Education
Real Estate
Energy
Telecommunications
Media & Entertainment
Construction
Mining
Agriculture
Human Resources
Legal
Finance
Executive Leadership
Corporate Governance
Compensation & Benefits
Payroll
Treasury
Tax
Corporate Secretary Office
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Senior Vice President
Vice President
Managing Director
Director
Senior Manager
Department Head
Project Manager
Technical Lead
Senior Engineer
Senior Consultant
Key Account Manager
Regional Manager
Country Manager
Human Resources Director
Legal Counsel
Financial Controller
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