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Phantom Shares Agreement

Phantom Shares Agreement Template for Ireland

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Key Requirements PROMPT example:

Phantom Shares Agreement

"I need a Phantom Shares Agreement for our Irish tech startup to grant phantom shares to five senior developers, with vesting over 4 years starting March 2025, and including specific provisions for an IPO event."

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Document background
The Phantom Shares Agreement is designed for Irish companies seeking to implement equity-based incentive schemes without diluting existing shareholdings. This document type is particularly valuable when actual share issuance is impractical due to corporate structure, shareholder restrictions, or strategic considerations. The agreement establishes synthetic equity rights that track the value of company shares, providing employees with financial benefits similar to share ownership while maintaining the company's existing ownership structure. It includes comprehensive provisions for grant terms, vesting conditions, valuation methodologies, and payment mechanisms, all structured to comply with Irish corporate, employment, and tax law requirements. The Phantom Shares Agreement is commonly used in private companies, subsidiaries of multinational corporations, and organizations where traditional share schemes may be complex or undesirable.
Suggested Sections

1. Parties: Identification of the company and the recipient of phantom shares

2. Background: Context of the agreement and overview of the phantom share arrangement

3. Definitions: Key terms used throughout the agreement, including 'Phantom Shares', 'Valuation Date', 'Exercise Price', etc.

4. Grant of Phantom Shares: Details of the number of phantom shares granted and their initial reference value

5. Vesting Schedule: Timeline and conditions for the phantom shares to vest

6. Valuation Mechanism: Method for determining the value of the underlying shares and consequently the phantom shares

7. Payment Terms: Timing and method of payments, including any applicable caps or floors

8. Tax Provisions: Treatment of tax implications and responsibilities for tax payments

9. Termination Provisions: Effects of employment termination on phantom share rights

10. Confidentiality: Obligations regarding the confidentiality of the agreement and scheme details

11. Assignment and Transfer: Restrictions on transfer or assignment of phantom share rights

12. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Performance Conditions: Additional conditions tied to company or individual performance that affect vesting or payment

2. Change of Control: Special provisions for company sale or merger scenarios

3. Clawback Provisions: Terms allowing the company to recoup payments in specific circumstances

4. Non-Competition and Non-Solicitation: Restrictive covenants linked to the phantom share grant

5. Multiple Classes: Provisions for different classes of phantom shares with varying rights

6. Plan Administration: Details of how the phantom share scheme will be administered, needed if part of a larger plan

7. Dispute Resolution: Alternative dispute resolution procedures if preferred over court jurisdiction

8. Data Protection: Specific provisions regarding handling of personal data under GDPR

Suggested Schedules

1. Schedule 1 - Grant Details: Specific details of the phantom share grant including number of shares, reference price, and vesting dates

2. Schedule 2 - Valuation Methodology: Detailed methodology for calculating the value of phantom shares

3. Schedule 3 - Vesting Schedule: Detailed breakdown of vesting dates and conditions

4. Schedule 4 - Payment Calculation Examples: Illustrative examples of how payments will be calculated

5. Appendix A - Tax Treatment Summary: Summary of tax implications and treatment of payments

6. Appendix B - Definitions of Financial Metrics: Detailed definitions of any financial metrics used in valuation or performance conditions

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Construction

Energy

Telecommunications

Media and Entertainment

Biotechnology

Real Estate

Software Development

Consulting

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Corporate Development

Compensation and Benefits

Risk Management

Tax

Compliance

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Managing Director

Senior Executive

Department Head

Senior Manager

Key Employee

Executive Director

Vice President

Regional Manager

Division Head

Senior Advisor

Technical Director

Sales Director

Industries







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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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