Vested Equity Agreement

Vested Equity Agreement Template for Philippines

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Key Requirements PROMPT example:

"I need a Vested Equity Agreement for our senior software engineer who will receive 10,000 shares vesting over 4 years with a 1-year cliff, starting January 1, 2025, and I want to include specific performance milestones related to product launches."

Document background

The Vested Equity Agreement is a fundamental document used by Philippine companies to grant equity compensation that vests over time, typically to attract and retain key talent. It's particularly important in high-growth sectors where companies need to conserve cash while offering compelling compensation packages. The agreement must comply with the Corporation Code of the Philippines, Securities Regulation Code, and relevant BIR regulations. It includes essential elements such as vesting schedules, performance conditions, transfer restrictions, and tax provisions. This document type is commonly used in startup environments, tech companies, and other businesses where equity compensation is a strategic tool for alignment between the company and key stakeholders. The agreement must incorporate specific Philippine legal requirements, including spousal consent provisions and local securities law compliance.

Suggested Sections

1. Parties: Identification of the company and the equity recipient, including their complete legal names and addresses

2. Background: Context of the agreement, including the recipient's relationship with the company and the basis for the equity grant

3. Definitions: Definitions of key terms used throughout the agreement, including 'Vesting Period', 'Shares', 'Cause', etc.

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

5. Vesting Schedule: Specific timeline and milestones for the vesting of shares, including cliff period if applicable

6. Vesting Conditions: Conditions that must be met for vesting to occur, including continued employment or service

7. Transfer Restrictions: Limitations on the transfer of unvested and vested shares, including any lock-up periods

8. Taxation: Tax obligations and responsibilities of both parties under Philippine tax laws

9. Termination Provisions: Effects of various types of termination on vested and unvested shares

10. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority

11. Confidentiality: Provisions protecting company confidential information

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

13. General Provisions: Standard boilerplate clauses including amendments, notices, and severability

Optional Sections

1. Shareholder Rights: Details of voting rights, dividend rights, and other shareholder privileges - include if the vested shares carry specific rights

2. Tag-Along Rights: Rights of the equity holder to join in sale of shares by major shareholders - include for key employees or executives

3. Drag-Along Rights: Company's right to force equity holder to join in sale of company - include for significant equity grants

4. Right of First Refusal: Company's right to purchase shares before they can be sold to third parties - include if share transfers are anticipated

5. Put and Call Options: Rights to force purchase/sale of shares under specific circumstances - include for senior executives

6. Non-Competition: Restrictions on competing activities - include for senior positions or significant equity holders

7. Board Matters: Provisions regarding board representation or observer rights - include for substantial equity holders

Suggested Schedules

1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and percentages

2. Schedule B - Share Details: Specific details of the shares including class, rights, and restrictions

3. Schedule C - Consent of Spouse: Required under Philippine law for married equity recipients

4. Schedule D - Board Resolution: Copy of board resolution approving the equity grant

5. Schedule E - Deed of Assignment: Form of share transfer document required under Philippine law

6. Appendix 1 - Securities Law Compliance: Required disclosures and acknowledgments under Philippine securities regulations

7. Appendix 2 - Tax Elections: Forms and elections related to tax treatment of the equity grant

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

E-commerce

Manufacturing

Professional Services

Healthcare

Education

Real Estate

Telecommunications

Media and Entertainment

Retail

Energy

Logistics

Business Process Outsourcing

Software Development

Relevant Teams

Legal

Human Resources

Executive Leadership

Finance

Corporate Affairs

Compliance

Operations

Technology

Product Development

Sales

Business Development

Research and Development

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Senior Software Engineer

Product Manager

Technical Lead

Sales Director

Business Development Manager

Senior Consultant

Department Head

Strategic Advisor

Regional Manager

Vice President

Research and Development Lead

Operations Director

Key Account Manager

Technical Architect

Principal Engineer

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