The Share Vesting Agreement is a crucial document in Swiss corporate practice, commonly used when companies wish to grant equity to key stakeholders while ensuring long-term commitment. This agreement type is particularly relevant for startups, scale-ups, and established companies implementing employee participation programs or founder equity arrangements. The document must comply with Swiss corporate law, particularly the Swiss Code of Obligations (OR/CO), and consider Swiss tax implications. Share Vesting Agreements typically include detailed vesting schedules, defining when and how shares become fully owned by the recipient, along with provisions for scenarios like early departure or company sale. The agreement balances the interests of the company (retaining key personnel, protecting corporate interests) with those of the share recipients (gaining equity ownership, understanding their rights and obligations).
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1. Parties: Identification of the contracting parties - typically the company and the shareholder/employee
2. Background: Context of the agreement, including company structure, share capital details, and purpose of the vesting arrangement
3. Definitions: Key terms used throughout the agreement, including 'Vesting Period', 'Vesting Date', 'Shares', etc.
4. Share Details: Description of shares subject to vesting, including number, class, and nominal value
5. Vesting Schedule: Detailed timeline and conditions for share vesting, including cliff period if applicable
6. Transfer Restrictions: Limitations on share transfers during vesting period and procedures for permitted transfers
7. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges during vesting period
8. Termination Provisions: Consequences of agreement termination and treatment of unvested shares
9. Taxes and Costs: Allocation of tax liabilities and other costs related to the vesting arrangement
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes
12. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Employment Relationship: Required when vesting is linked to employment status, defining relationship between employment and vesting rights
2. Good/Bad Leaver Provisions: Detailed provisions for treatment of shares based on circumstances of departure
3. Performance Conditions: Specific performance targets or milestones that affect vesting schedule
4. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stakes
5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
6. Non-Competition: Restrictions on competitive activities during and after vesting period
7. Share Valuation: Methods for determining share value in specific circumstances
8. Acceleration Provisions: Conditions under which vesting schedule may be accelerated
1. Schedule 1: Share Certificate: Copy or details of the relevant share certificate(s)
2. Schedule 2: Vesting Schedule: Detailed breakdown of vesting dates and corresponding share portions
3. Schedule 3: Shareholders' Agreement: Reference to or excerpt of relevant provisions from the shareholders' agreement
4. Schedule 4: Company Articles: Relevant excerpts from company articles relating to share transfers and restrictions
5. Schedule 5: Notice Forms: Template forms for various notices required under the agreement
6. Schedule 6: Tax Elections: Required tax forms and elections related to the vesting arrangement
7. Appendix A: Deed of Adherence: Template for additional parties to adhere to the agreement
8. Appendix B: Share Transfer Form: Template for executing share transfers under the agreement
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