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Phantom Equity Agreement
"I need a Phantom Equity Agreement for our Pakistan-based technology startup to grant our newly hired CTO 1,000 phantom units, with quarterly vesting over 4 years starting March 2025, including specific provisions for an IPO event."
1. Parties: Identifies the company and the participant entering into the phantom equity arrangement
2. Background: Explains the context and purpose of the agreement, including the company's desire to incentivize the participant
3. Definitions: Defines key terms used throughout the agreement, including Phantom Units, Fair Market Value, and Trigger Events
4. Grant of Phantom Equity Units: Specifies the number of phantom units granted and their initial reference value
5. Vesting Schedule: Details the vesting timeline and conditions for the phantom units
6. Valuation Methodology: Explains how the phantom units will be valued, including the formula and timing of valuations
7. Payment Terms: Describes when and how payments will be made upon vesting or trigger events
8. Termination Provisions: Outlines what happens to phantom units upon various types of employment termination
9. Confidentiality: Establishes confidentiality obligations regarding the agreement and company information
10. Non-Competition and Non-Solicitation: Sets out restrictive covenants to protect the company's interests
11. Tax Matters: Addresses tax implications and responsibilities for both parties
12. Amendment and Termination: Specifies how the agreement can be modified or terminated
13. Governing Law and Jurisdiction: Establishes Pakistani law as governing law and specifies jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Change of Control Provisions: Additional terms addressing phantom unit treatment in case of company sale or merger - include if company anticipates potential M&A activity
2. International Payment Provisions: Special terms for handling payments across borders - include if participant is or may become non-resident
3. Shareholder Approval: Requirements for shareholder approval of certain actions - include if required by company's articles or shareholders' agreement
4. Anti-dilution Provisions: Protections against dilution of phantom unit value - include if company anticipates capital structure changes
5. Clawback Provisions: Terms allowing company to recoup payments in certain circumstances - include if required by company policy or risk profile
6. Dispute Resolution: Detailed arbitration or mediation procedures - include if parties prefer alternative dispute resolution to court proceedings
1. Schedule 1 - Grant Notice: Formal notice of phantom unit grant including number of units and initial reference value
2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting dates and conditions
3. Schedule 3 - Valuation Methodology: Technical details of how phantom units will be valued, including specific formulas and procedures
4. Schedule 4 - Trigger Events: Comprehensive list of events triggering payment or adjustment of phantom units
5. Schedule 5 - Participant Information: Personal and employment details of the participant
6. Appendix A - Tax Treatment Summary: Summary of relevant tax implications under Pakistani law
7. Appendix B - Calculation Examples: Sample calculations showing how phantom unit values and payments will be determined
Authors
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Retail
Telecommunications
Real Estate
Energy
Education
Consulting
E-commerce
Human Resources
Legal
Finance
Executive Leadership
Corporate Secretarial
Compensation & Benefits
Risk Management
Compliance
Corporate Development
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Senior Executive
Department Head
Key Employee
Senior Manager
Technical Lead
Sales Director
Regional Manager
Principal Consultant
Senior Advisor
Head of Operations
Executive Director
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