Phantom Stock Award Agreement for Hong Kong

Phantom Stock Award Agreement Template for Hong Kong

This document establishes the terms and conditions for awarding phantom stock units to employees in Hong Kong, providing them with the economic benefits of stock ownership without actual equity transfer. It details the grant, vesting conditions, valuation methodology, and payment terms while ensuring compliance with Hong Kong's regulatory framework, including the Securities and Futures Ordinance and Employment Ordinance. The agreement addresses tax implications, termination scenarios, and includes necessary provisions for protecting both employer and employee interests under Hong Kong law.

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What is a Phantom Stock Award Agreement?

The Phantom Stock Award Agreement is a crucial document for companies operating in Hong Kong who wish to implement long-term incentive programs without diluting actual equity. This agreement type is particularly relevant in situations where companies want to retain key talent and align employee interests with company performance, but either cannot or prefer not to issue real shares. The document comprehensively outlines the phantom stock program's structure, including grant terms, vesting conditions, valuation methods, and payment mechanisms, while ensuring compliance with Hong Kong's regulatory requirements. It's especially useful for private companies, subsidiaries of multinational corporations, or organizations with complex shareholding structures that make actual equity awards impractical. The agreement must be carefully drafted to comply with Hong Kong's Employment Ordinance, Securities and Futures Ordinance, and relevant tax regulations.

What sections should be included in a Phantom Stock Award Agreement?

1. Parties: Identification of the company and the recipient of the phantom stock award

2. Background: Context of the agreement and purpose of the phantom stock award program

3. Definitions: Key terms used throughout the agreement, including 'Phantom Stock Unit', 'Fair Market Value', 'Vesting Date', etc.

4. Grant of Phantom Stock Units: Details of the phantom stock units being awarded, including number of units and grant date

5. Vesting Schedule: Timing and conditions for vesting of the phantom stock units

6. Valuation: Method for determining the value of phantom stock units

7. Payment Terms: Timing and form of payment for vested phantom stock units

8. Termination of Employment: Impact of various types of employment termination on the phantom stock awards

9. Tax Obligations: Tax treatment and responsibilities regarding the phantom stock awards

10. Compliance with Laws: Provisions ensuring compliance with applicable Hong Kong laws and regulations

11. Confidentiality: Requirements for maintaining confidentiality of agreement terms and company information

12. Assignment and Transferability: Restrictions on transfer or assignment of phantom stock rights

13. Amendment and Termination: Company's rights to modify or terminate the agreement or program

14. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

What sections are optional to include in a Phantom Stock Award Agreement?

1. Change in Control Provisions: Special provisions for handling phantom stock awards in case of company merger, acquisition, or other change in control

2. Clawback Provisions: Company's right to recoup payments in cases of misconduct or financial restatement

3. Non-Competition and Non-Solicitation: Restrictions on recipient's activities during and after employment

4. International Supplement: Additional provisions for recipients subject to foreign laws

5. Administrative Provisions: Details about program administration and record-keeping

6. Electronic Delivery and Acceptance: Provisions for electronic documentation and signatures

7. Data Privacy Consent: Specific consent for handling personal data under Hong Kong privacy laws

What schedules should be included in a Phantom Stock Award Agreement?

1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates and conditions

2. Schedule 2 - Valuation Methodology: Detailed formula and procedures for calculating phantom stock value

3. Schedule 3 - Notice Requirements: Forms and procedures for various notices under the agreement

4. Appendix A - Tax Information: Summary of tax implications and withholding requirements

5. Appendix B - Beneficiary Designation Form: Form for designating beneficiaries in case of death

6. Appendix C - Country-Specific Terms: Additional terms specific to Hong Kong or other relevant jurisdictions

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant Industries

Financial Services

Technology

Professional Services

Manufacturing

Real Estate

Healthcare

Retail

Telecommunications

Consumer Goods

Energy

Entertainment

Education

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Compensation and Benefits

Corporate Governance

Payroll

Tax

Compliance

Corporate Secretary Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Managing Director

Executive Director

Senior Vice President

Vice President

Department Head

Senior Manager

Principal Engineer

Senior Software Developer

Key Account Manager

Regional Director

Business Unit Head

Research 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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