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Employee Share Agreement Template for United States

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Key Requirements PROMPT example:

Employee Share Agreement

"I need an Employee Share Agreement for our Series B startup to grant 10,000 restricted shares to our new Chief Technology Officer, with a four-year vesting schedule starting March 1, 2025, and including both drag-along and tag-along rights."

Document background
The Employee Share Agreement is a crucial document in U.S. corporate practice, typically used when companies want to provide equity-based compensation to attract, retain, and motivate employees. It establishes the framework for share ownership, including vesting conditions, transfer restrictions, and rights upon termination. The agreement must comply with U.S. securities laws, tax regulations (including IRC Sections 83 and 409A), and relevant state laws. Companies commonly implement these agreements as part of broader equity incentive plans to align employee interests with company success.
Suggested Sections

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

2. Background: Context of the share agreement and its purpose within the company's equity incentive program

3. Definitions: Key terms used throughout the agreement including 'Shares', 'Vesting Date', 'Fair Market Value', etc.

4. Grant of Shares: Details of shares being granted, including number, class, and nominal value

5. Vesting Provisions: Schedule and conditions for share vesting

6. Transfer Restrictions: Limitations on transfer of shares and right of first refusal

7. Termination Provisions: Treatment of shares upon various types of employment termination

Optional Sections

1. Tag-Along Rights: Right to participate in sale of majority shareholding - include for key employees or when company policy requires

2. Drag-Along Rights: Obligation to participate in sale of majority shareholding - include when company wants to ensure ability to sell 100% of shares

3. Voting Rights: Specific voting arrangements for the shares - include when shares carry voting rights

4. Dividend Rights: Terms regarding dividend payments - include when shares are dividend-bearing

Suggested Schedules

1. Schedule 1: Share Details: Detailed information about the shares being granted

2. Schedule 2: Vesting Schedule: Detailed timeline and conditions for share vesting

3. Schedule 3: Shareholders' Agreement: Copy or summary of relevant shareholders' agreement provisions

4. Appendix A: Tax Elections: Forms and information for relevant tax elections (e.g., 83(b) election)

5. Appendix B: Company Securities Trading Policy: Company's policy on insider trading and share dealings

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Primary federal legislation governing the issuance of securities, requiring registration of securities offerings and providing exemptions for employee equity plans

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing the SEC, affecting ongoing reporting requirements for employee share programs

Rule 701: SEC exemption specifically for compensatory equity offerings to employees, providing relief from registration requirements for private companies

State Blue Sky Laws: State-specific securities regulations that may require additional compliance for employee share offerings

IRC Section 83: Tax code section governing the taxation of property transferred in connection with performance of services, including timing of taxation for restricted stock

IRC Section 409A: Regulations governing deferred compensation, including specific rules for equity compensation and stock options

IRC Section 422: Rules governing Incentive Stock Options (ISOs), including qualification requirements and tax treatment

IRC Section 423: Regulations for Employee Stock Purchase Plans (ESPPs), including requirements for favorable tax treatment

ERISA: Employee Retirement Income Security Act governing employee benefit plans, which may apply to certain equity compensation arrangements

FLSA: Fair Labor Standards Act affecting how equity compensation interacts with minimum wage and overtime requirements

Delaware General Corporation Law: Key corporate law framework for Delaware corporations, affecting share issuance and stockholder rights

Sarbanes-Oxley Act: Corporate governance legislation affecting internal controls and reporting requirements for public companies' equity programs

Dodd-Frank Act: Financial reform legislation impacting executive compensation and corporate governance requirements

SEC Registration Requirements: Federal requirements for registering securities offerings, including Form S-8 for employee equity plans in public companies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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