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Phantom Equity Agreement
"I need a Phantom Equity Agreement under Dutch law for our tech startup, covering 50 phantom units with quarterly vesting over 4 years starting March 2025, including good/bad leaver provisions and special provisions for an IPO exit."
1. Parties: Identification of the company and the participant receiving phantom equity rights
2. Background: Context of the agreement and explanation of the phantom equity concept
3. Definitions: Key terms including Phantom Units, Fair Market Value, Exit Event, Vesting Date, etc.
4. Grant of Phantom Equity Rights: Details of the phantom equity units granted, including number and grant date
5. Vesting Provisions: Vesting schedule and conditions for the phantom equity rights
6. Valuation Methodology: Method for determining the value of phantom units
7. Payment Terms: Conditions and timing for payments of phantom equity benefits
8. Exit Events: Definition and treatment of phantom equity rights in case of company sale, IPO, or other exit events
9. Termination Provisions: Treatment of phantom equity rights upon employment termination
10. Tax Provisions: Tax treatment and responsibilities regarding phantom equity payments
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes
1. Good Leaver/Bad Leaver Provisions: Detailed provisions for different types of employment termination scenarios
2. Change of Control: Specific provisions for company restructuring or ownership changes
3. Non-Competition and Non-Solicitation: Additional restrictions on participant's activities
4. Works Council Approval: Required when works council consultation was needed for the scheme
5. International Tax Provisions: Required for participants subject to multiple tax jurisdictions
6. Currency Conversion: Required when payments might be made in different currencies
7. Clawback Provisions: Optional provisions for recouping payments in specific circumstances
8. Administrative Procedures: Detailed procedures for managing the phantom equity scheme
1. Schedule 1 - Grant Notice: Formal notice detailing the specific grant of phantom units
2. Schedule 2 - Vesting Schedule: Detailed timeline and conditions for vesting of phantom units
3. Schedule 3 - Valuation Methodology: Detailed calculations and procedures for determining phantom unit value
4. Schedule 4 - Payment Calculation Examples: Examples illustrating how payments will be calculated in various scenarios
5. Schedule 5 - Tax Treatment Summary: Summary of tax implications and calculations
6. Schedule 6 - Participation Agreement Form: Template for participant's formal acceptance of the phantom equity rights
7. Schedule 7 - Exercise Notice Template: Template for exercising phantom equity rights when applicable
Authors
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Retail
E-commerce
Software
Consulting
Media and Entertainment
Biotech
Real Estate
Energy
Telecommunications
Legal
Human Resources
Finance
Tax
Executive Management
Corporate Secretariat
Compensation & Benefits
Employee Relations
Payroll
CEO
CFO
COO
Chief Legal Officer
HR Director
Legal Counsel
Compensation & Benefits Manager
Finance Director
Tax Manager
HR Manager
Corporate Secretary
Managing Director
Department Head
Senior Executive
Key Employee
General Counsel
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