A Share Vesting Agreement is a crucial document used in Australian corporate practice to structure the gradual acquisition of company shares by employees, executives, or contractors. This agreement is particularly common in startups and growth-stage companies where equity compensation forms a significant part of talent attraction and retention strategies. The document details vesting schedules, typically over 3-4 years, often with a one-year cliff, and must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth) and relevant tax legislation. It's essential for companies implementing employee share schemes or offering equity-based incentives, providing protection for both the company and share recipients by clearly defining vesting conditions, share rights, and obligations.
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1. Parties: Identifies the company issuing the shares and the recipient (often an employee or contractor)
2. Background: Explains the context of the agreement, including the company's share scheme and the recipient's relationship with the company
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Shares: Details the number and class of shares being granted subject to vesting
5. Vesting Schedule: Specifies the vesting timeline and milestones
6. Vesting Conditions: Outlines the conditions that must be met for shares to vest
7. Treatment of Unvested Shares: Explains what happens to unvested shares upon various events
8. Share Restrictions: Details restrictions on transfer or disposal of shares
9. Tax Obligations: Addresses tax implications and responsibilities
10. Termination Provisions: Describes the impact of employment termination on vesting
11. General Provisions: Standard clauses including governing law, notices, and amendment procedures
1. Accelerated Vesting: Include when there are circumstances that can trigger immediate vesting (e.g., change of control)
2. Shareholder Rights: Include when voting rights or dividend entitlements need to be specified for unvested shares
3. Clawback Provisions: Include when the company wants the right to reclaim vested shares under certain circumstances
4. Non-Competition and Non-Solicitation: Include when additional restrictive covenants are tied to the share vesting
5. Buy-Back Rights: Include when the company wants the right to buy back vested shares under certain circumstances
6. Employee Share Trust Provisions: Include when shares are held in trust during the vesting period
7. Tag-Along and Drag-Along Rights: Include for agreements with key employees or when part of broader shareholder arrangements
1. Schedule 1 - Share Details: Detailed description of share class, rights, and restrictions
2. Schedule 2 - Vesting Schedule: Detailed timeline of vesting dates and proportions
3. Schedule 3 - Valuation Methodology: Method for determining share value for tax or buy-back purposes
4. Schedule 4 - Employee Share Scheme Rules: Complete rules of the employee share scheme if part of broader scheme
5. Appendix A - Share Certificate: Pro forma share certificate
6. Appendix B - Section 83B Election Form: Tax election form template if applicable under local tax laws
7. Appendix C - Shareholder Deed Accession: Form for recipient to accede to existing shareholder agreements
Relevant legal definitions
Agreement
ASIC
Bad Leaver
Board
Business Day
Change of Control Event
Cliff Period
Company
Confidential Information
Corporations Act
Deed Poll
Employee Share Scheme
Exercise Price
Fair Market Value
Good Leaver
Grant Date
Group
Holding Lock
IPO
Issue Price
Listing Rules
Material Breach
Notice
Parties
Performance Conditions
Purchase Price
Recipient
Related Body Corporate
Restricted Securities
Security Interest
Share Certificate
Share Rights
Shares
Shareholder
Shareholders Agreement
Termination Date
Termination Event
Trading Window
Trust Deed
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Conditions
Vesting Date
Vesting Period
Vesting Schedule
Voluntary Resignation
ASIC
Bad Leaver
Board
Business Day
Change of Control Event
Cliff Period
Company
Confidential Information
Corporations Act
Deed Poll
Employee Share Scheme
Exercise Price
Fair Market Value
Good Leaver
Grant Date
Group
Holding Lock
IPO
Issue Price
Listing Rules
Material Breach
Notice
Parties
Performance Conditions
Purchase Price
Recipient
Related Body Corporate
Restricted Securities
Security Interest
Share Certificate
Share Rights
Shares
Shareholder
Shareholders Agreement
Termination Date
Termination Event
Trading Window
Trust Deed
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Conditions
Vesting Date
Vesting Period
Vesting Schedule
Voluntary Resignation
Clauses
Grant of Shares
Vesting Conditions
Share Rights
Transfer Restrictions
Voting Rights
Dividend Rights
Termination Provisions
Buy-Back Rights
Change of Control
Accelerated Vesting
Tag-Along Rights
Drag-Along Rights
Confidentiality
Tax Obligations
Representations and Warranties
Share Certificates
Holding Lock
Prohibited Dealings
Shareholder Obligations
Dispute Resolution
Amendment and Variation
Notices
Assignment
Severability
Governing Law
Entire Agreement
Further Assurance
Costs and Expenses
Force Majeure
Waiver
Counterparts
Time of Essence
Good Leaver/Bad Leaver
Employee Share Trust
Clawback
Non-Competition
Non-Solicitation
Intellectual Property
Vesting Conditions
Share Rights
Transfer Restrictions
Voting Rights
Dividend Rights
Termination Provisions
Buy-Back Rights
Change of Control
Accelerated Vesting
Tag-Along Rights
Drag-Along Rights
Confidentiality
Tax Obligations
Representations and Warranties
Share Certificates
Holding Lock
Prohibited Dealings
Shareholder Obligations
Dispute Resolution
Amendment and Variation
Notices
Assignment
Severability
Governing Law
Entire Agreement
Further Assurance
Costs and Expenses
Force Majeure
Waiver
Counterparts
Time of Essence
Good Leaver/Bad Leaver
Employee Share Trust
Clawback
Non-Competition
Non-Solicitation
Intellectual Property
Relevant Industries
Technology
Professional Services
Financial Services
Healthcare
Biotechnology
E-commerce
Software Development
Consulting
Media and Entertainment
Manufacturing
Renewable Energy
Mining and Resources
Retail
Telecommunications
Relevant Teams
Legal
Human Resources
Finance
Executive Leadership
Corporate Governance
Compensation & Benefits
Share Registry
Company Secretariat
Board of Directors
Relevant Roles
CEO
CFO
CTO
COO
General Counsel
HR Director
Company Secretary
Senior Software Engineer
Product Manager
Sales Director
Business Development Manager
Technical Lead
Department Head
Vice President
Board Member
Founder
Co-founder
Executive Director
Non-Executive Director
Senior Manager
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