Co Founder Vesting Agreement Template for Austria

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Key Requirements PROMPT example:

Co Founder Vesting Agreement

"I need a Co-Founder Vesting Agreement for my Austrian tech startup with three co-founders, implementing a 4-year vesting schedule with a 1-year cliff, where one founder will be working part-time while maintaining another job."

Document background
The Co-Founder Vesting Agreement is a crucial document in the Austrian startup ecosystem, typically implemented during company formation or early-stage development. It serves to protect both the company and co-founders by ensuring long-term commitment through gradual share vesting, while complying with Austrian corporate law requirements. This agreement becomes particularly important when multiple founders are involved, establishing clear terms for share ownership, transfer restrictions, and consequences of departure. The document addresses specific Austrian legal considerations regarding share transfers, corporate governance, and tax implications, while incorporating standard vesting practices common in international startup environments. It's essential for securing investor confidence and maintaining founder alignment during crucial growth phases.
Suggested Sections

1. Parties: Identification of the co-founders and the company, including their full legal names and addresses

2. Background: Context of the agreement, including company formation details and the co-founders' roles

3. Definitions: Key terms used throughout the agreement, including 'Vesting Period', 'Cliff', 'Good Leaver', 'Bad Leaver', etc.

4. Share Allocation: Initial distribution of shares among co-founders and share classes

5. Vesting Provisions: Detailed vesting schedule, including cliff period, vesting milestones, and acceleration events

6. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions

7. Leaver Provisions: Consequences of a co-founder leaving the company, including good/bad leaver definitions and share pricing

8. Representations and Warranties: Confirmations and guarantees made by each party

9. Confidentiality: Obligations regarding company and personal information

10. Non-Competition and Non-Solicitation: Restrictions on competitive activities and hiring company employees

11. Termination: Circumstances under which the agreement can be terminated

12. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes

Optional Sections

1. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale of the company

2. Tag-Along Rights: Include when minority shareholders need the right to join in the sale of shares by majority shareholders

3. Intellectual Property Assignment: Include when specific IP rights need to be assigned to the company

4. Board Representation: Include when co-founders need guaranteed board seats or observation rights

5. Reverse Vesting: Include when founders have already received shares that need to be subject to reverse vesting

6. Additional Investment Obligations: Include when co-founders have agreed to make additional capital contributions

7. Founder Commitments: Include when specific time commitments or responsibilities need to be documented

Suggested Schedules

1. Schedule 1 - Share Vesting Schedule: Detailed breakdown of vesting dates, percentages, and milestones

2. Schedule 2 - Share Valuation Methodology: Formula and process for valuing shares in case of transfer or leaver events

3. Schedule 3 - Company Cap Table: Current and post-vesting shareholding structure

4. Schedule 4 - Founder Roles and Responsibilities: Detailed description of each founder's role and commitments

5. Schedule 5 - Key Performance Indicators: Specific metrics or targets tied to vesting conditions, if applicable

6. Appendix A - Share Transfer Notice: Template for notifying other shareholders of intended share transfers

7. Appendix B - Deed of Adherence: Template for new shareholders to become bound by the agreement

Authors

Alex Denne

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

Relevant legal definitions
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E-commerce

Fintech

Biotech

Digital Media

Consumer Internet

Healthcare Technology

Clean Technology

Professional Services

Consulting

Manufacturing

Retail Innovation

Education Technology

Artificial Intelligence

Relevant Teams

Legal

Corporate Development

Executive Leadership

Board of Directors

Corporate Governance

Human Resources

Finance

Operations

Strategy

Investment

Relevant Roles

CEO

CTO

CFO

COO

Chief Legal Officer

Company Secretary

Startup Founder

Managing Director

Board Member

General Counsel

Legal Counsel

Corporate Lawyer

Investment Manager

Venture Capital Associate

Business Development Director

Head of Operations

Chief Strategy Officer

Innovation Director

Industries
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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