Phantom Equity Agreement Template for Belgium

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Key Requirements PROMPT example:

Phantom Equity Agreement

"I need a Phantom Equity Agreement for our Belgian tech startup to grant our new Chief Technology Officer 5% phantom equity rights, with a 4-year vesting schedule starting March 1, 2025, and include specific provisions for an IPO event."

Document background
The Phantom Equity Agreement is a strategic instrument used by Belgian companies to provide key personnel with financial incentives linked to the company's value growth without diluting actual shareholding. This document becomes relevant when companies wish to offer long-term incentives but prefer not to alter their share capital structure or when direct share ownership is impractical due to corporate, regulatory, or tax considerations. The agreement typically includes detailed provisions on phantom unit calculations, trigger events, payment mechanisms, and tax treatment, all structured within the Belgian legal framework. This type of agreement is particularly useful for private companies, subsidiaries of international groups, or organizations with complex shareholding structures where traditional equity participation might be challenging to implement.
Suggested Sections

1. Parties: Identification of the company and the phantom equity recipient

2. Background: Context of the agreement, including the company's desire to incentivize the recipient through phantom equity rights

3. Definitions: Key terms including Phantom Units, Fair Market Value, Exit Event, Payment Event, etc.

4. Grant of Phantom Equity Rights: Details of the phantom equity units granted, including number of units and percentage of notional equity

5. Calculation of Value: Methods for determining the value of phantom equity units, including valuation procedures

6. Payment Events: Circumstances triggering payments under the phantom equity scheme (e.g., exit events, IPO)

7. Payment Mechanics: Procedures for calculating and making payments, including timing and form of payment

8. Taxation and Social Security: Tax treatment of payments and responsibilities for tax/social security payments

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Confidentiality: Obligations regarding confidential information

11. Representations and Warranties: Standard representations by both parties

12. Governing Law and Jurisdiction: Specification of Belgian law and jurisdiction

Optional Sections

1. Employment Relationship: Required when phantom equity is part of employment compensation, defining relationship with employment contract

2. Vesting Schedule: Include when rights vest over time rather than being granted immediately

3. Non-Competition and Non-Solicitation: Added when additional restrictive covenants are required

4. Corporate Governance Rights: Include if recipient gets any information or governance rights

5. Change of Control Provisions: Specific provisions for company sale or restructuring scenarios

6. Clawback Provisions: Include when company wants right to recoup payments in certain circumstances

7. Tag-Along Rights: Include when phantom equity holders should have protection in sale scenarios

Suggested Schedules

1. Schedule 1: Phantom Equity Calculation Formula: Detailed methodology for calculating phantom equity value

2. Schedule 2: Vesting Schedule: If applicable, detailed vesting timeline and conditions

3. Schedule 3: Valuation Principles: Specific principles and methods for company valuation

4. Schedule 4: Payment Event Procedures: Detailed procedures for handling different types of payment events

5. Schedule 5: Tax Treatment Examples: Illustrations of tax treatment in different scenarios

6. Schedule 6: Notice Requirements: Forms and procedures for required notices under 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
Clauses
Relevant Industries

Technology

Professional Services

Financial Services

Manufacturing

Healthcare

Biotechnology

Consulting

Software Development

E-commerce

Telecommunications

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Operations

Accounting

Tax

Compensation & Benefits

Corporate Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Managing Director

Senior Vice President

Director of Operations

Key Account Manager

Senior Software Engineer

Technical Lead

Regional Manager

Head of Department

Senior Consultant

Principal Engineer

Department Head

Country Manager

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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