The Co-Founder Vesting Agreement is a crucial document for Indonesian startups and growing companies, typically implemented at company formation or during early growth stages. It serves to protect both the company and co-founders by ensuring long-term commitment through gradual share acquisition. This agreement becomes particularly important in scenarios where multiple founders are involved and there's a need to align interests and prevent early departures from destabilizing the company. The document must comply with Indonesian corporate law, particularly Law No. 40 of 2007 on Limited Liability Companies, and includes provisions for share vesting schedules, cliff periods, acceleration events, and mechanisms for handling founder departures. It's especially relevant for venture-backed companies or those planning to seek investment, as investors often require vesting arrangements to ensure founder retention.
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1. Parties: Identification of the co-founders and the company, including their complete legal names and addresses
2. Background: Context of the agreement, including the company's establishment, the co-founders' roles, and the purpose of the vesting arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including vesting-specific terminology
4. Share Allocation: Initial share allocation among co-founders and shareholding structure
5. Vesting Schedule: Detailed timeline and milestones for share vesting, including cliff period and vesting intervals
6. Vesting Conditions: Specific conditions and requirements that must be met for shares to vest
7. Founder Commitments: Obligations and commitments of each co-founder during the vesting period
8. Termination Events: Circumstances that may lead to termination of vesting rights and their consequences
9. Transfer Restrictions: Limitations on transfer of unvested and vested shares
10. Company's Rights and Obligations: Company's responsibilities in maintaining share records and facilitating transfers
11. Governing Law and Dispute Resolution: Application of Indonesian law and method of resolving disputes
12. General Provisions: Standard contractual provisions including amendments, notices, and severability
1. Accelerated Vesting: Provisions for accelerated vesting in case of specific trigger events like company sale or IPO
2. Reverse Vesting: Provisions allowing the company to repurchase shares in case of founder departure
3. Tag-Along Rights: Rights of co-founders to join in sale of shares by other founders
4. Drag-Along Rights: Rights to force co-founders to join in sale of company
5. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
6. Death and Disability Provisions: Special provisions for handling shares in case of founder death or disability
7. Foreign Ownership Compliance: Special provisions for ensuring compliance with Indonesian foreign ownership restrictions if applicable
1. Schedule 1 - Vesting Schedule Details: Detailed breakdown of vesting timeline, percentages, and milestone dates
2. Schedule 2 - Share Details: Complete details of share classes, numbers, and nominal values
3. Schedule 3 - Founder Information: Detailed information about each founder including qualifications and roles
4. Schedule 4 - Company Information: Key company details including registration numbers and shareholding structure
5. Schedule 5 - Share Valuation Methodology: Agreed method for valuing shares for various transfer scenarios
6. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the vesting arrangement
7. Appendix B - Shareholders' Agreement References: Relevant excerpts or references to the shareholders' agreement
8. Appendix C - Form of Share Transfer Notice: Template for executing share transfers under the agreement
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