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Share Vesting Agreement

Share Vesting Agreement Template for Austria

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Key Requirements PROMPT example:

Share Vesting Agreement

"I need a Share Vesting Agreement under Austrian law for our tech startup's three co-founders, with a one-year cliff period starting January 2025 and monthly vesting thereafter, including accelerated vesting provisions in case of acquisition."

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Document background
Share Vesting Agreements are essential documents in Austrian corporate practice, particularly used when companies want to incentivize long-term commitment from key employees or founders while protecting company interests. These agreements are commonly implemented in startups, scale-ups, and established companies as part of equity compensation packages or founder arrangements. The Share Vesting Agreement details the gradual earning of share ownership rights over time, typically including a cliff period and subsequent vesting milestones. Under Austrian law, these agreements must comply with specific corporate law requirements, labor regulations, and tax provisions. The document typically includes provisions for various scenarios such as employment termination, company sale, or IPO, while ensuring alignment with both Austrian and EU regulatory frameworks. It serves as a crucial tool for talent retention, alignment of interests, and risk management in corporate structures.
Suggested Sections

1. Parties: Identification of the company, the shareholder(s), and any other relevant parties to the agreement

2. Background: Context of the agreement, including the company structure and reason for share vesting

3. Definitions: Definitions of key terms used throughout the agreement, including vesting-specific terminology

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

5. Vesting Schedule: Specific timeline and conditions for share vesting, including cliff period and vesting intervals

6. Transfer Restrictions: Limitations on transfer of unvested and vested shares

7. Termination Provisions: Consequences of various types of termination on vested and unvested shares

8. Company's Rights and Obligations: Company's responsibilities regarding share issuance and maintaining proper records

9. Shareholder's Rights and Obligations: Rights and duties of the shareholder during the vesting period

10. Tax Provisions: Tax implications and responsibilities related to the vesting of shares

11. Confidentiality: Confidentiality obligations regarding the agreement and company information

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

13. General Provisions: Standard contractual provisions including amendments, notices, and severability

Optional Sections

1. Accelerated Vesting: Conditions under which vesting schedule may be accelerated (e.g., change of control, IPO)

2. Bad Leaver Provisions: Additional consequences for termination due to misconduct or similar circumstances

3. Good Leaver Provisions: Special treatment for termination due to death, disability, or retirement

4. Tag-Along Rights: Rights of the vesting shareholder to join in sale of shares by other shareholders

5. Drag-Along Rights: Obligation of the vesting shareholder to join in sale of shares when required

6. Share Valuation: Method for determining share value for purposes of repurchase or transfer

7. Non-Competition: Restrictions on competitive activities during and after the vesting period

8. Shareholders' Agreement Integration: Integration with existing shareholders' agreement provisions

Suggested Schedules

1. Schedule 1: Share Details: Detailed description of shares including class, rights, and nominal value

2. Schedule 2: Vesting Schedule: Detailed timetable of vesting dates and percentages

3. Schedule 3: Company Information: Key company details including registration number and registered office

4. Schedule 4: Shareholder Information: Details of the shareholder including contact information and tax ID

5. Schedule 5: Share Valuation Method: Detailed methodology for share valuation

6. Appendix A: Share Certificate: Form of share certificate to be issued

7. Appendix B: Notice of Exercise: Template for exercising rights under the agreement

8. Appendix C: Tax Elections: Relevant tax forms and elections under Austrian law

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Bad Leaver
Board
Business Day
Cause
Change of Control
Cliff Period
Company
Competitor
Confidential Information
Corporate Transaction
Departure Date
Drag-Along Right
Effective Date
Employment Agreement
Encumbrance
Fair Market Value
Good Leaver
Grant Date
Group
Holding Period
Initial Public Offering (IPO)
Intellectual Property Rights
Issue Price
Lock-up Period
Market Value
Nomination Rights
Notice
Parent Company
Parties
Permanent Disability
Purchase Price
Restricted Period
Right of First Refusal
Securities
Share Capital
Share Certificate
Shareholder
Shareholders' Agreement
Shares
Subsidiary
Tag-Along Right
Tax
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Voting Rights
Relevant Industries

Technology

Financial Services

Professional Services

Healthcare

Manufacturing

E-commerce

Software Development

Biotechnology

Consulting

Real Estate

Energy

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Secretariat

Compensation & Benefits

Corporate Development

Compliance

Board of Directors

Relevant Roles

CEO

CFO

General Counsel

HR Director

Chief Legal Officer

Company Secretary

Financial Controller

HR Manager

Legal Counsel

Compensation Manager

Board Member

Managing Director

Founder

Co-Founder

Chief Operating Officer

VP of Human Resources

Head of Legal

Corporate Development Manager

Equity Compensation Specialist

Industries
Austrian Stock Corporation Act (Aktiengesetz): Governs the formation, organization, and operation of stock corporations in Austria, including regulations on share transfers and shareholder rights
Austrian Limited Liability Companies Act (GmbH-Gesetz): Regulates limited liability companies, including provisions on share transfers, shareholder agreements, and corporate governance
Austrian Civil Code (ABGB): Provides the fundamental principles of contract law, including formation, interpretation, and enforcement of agreements
Austrian Labor Law (Arbeitsrecht): Relevant for vesting agreements tied to employment relationships, including termination provisions and employee rights
Austrian Income Tax Act (Einkommensteuergesetz): Covers taxation aspects of share transfers, vesting benefits, and capital gains
EU General Data Protection Regulation (GDPR): Ensures compliance with data protection requirements when handling personal information in the agreement
Austrian Securities Act (Wertpapiergesetz): Regulates securities-related aspects of share transfers and documentation requirements
Austrian Capital Market Act (Kapitalmarktgesetz): Relevant for public companies and regulated market considerations in share vesting arrangements
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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