Phantom Equity Agreement Template for Indonesia

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Key Requirements PROMPT example:

Phantom Equity Agreement

"I need a Phantom Equity Agreement under Indonesian law for our tech startup to grant our CTO 5% phantom equity rights, with 4-year vesting starting March 2025 and standard good leaver/bad leaver provisions."

Document background
The Phantom Equity Agreement serves as a crucial instrument for Indonesian companies seeking to provide performance-linked incentives without diluting actual shareholding. This document is particularly relevant for companies operating under Indonesian law who wish to attract and retain key talent while maintaining their existing corporate structure. The agreement outlines the terms of phantom equity grants, including vesting conditions, valuation methods, and payment triggers, all while ensuring compliance with Indonesian corporate, employment, and tax regulations. It is commonly used by startups, growing companies, and established businesses looking to implement alternative compensation structures. The Phantom Equity Agreement provides a flexible solution that aligns with both Indonesian legal requirements and international best practices in employee incentivization.
Suggested Sections

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

2. Background: Context of the agreement and purpose of granting phantom equity rights

3. Definitions: Key terms including Phantom Units, Fair Market Value, Trigger Events, and Vesting Period

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

5. Vesting Schedule: Timeline and conditions for vesting of phantom equity rights

6. Valuation Methodology: Process and formula for determining the value of phantom equity units

7. Payment Terms: Conditions triggering payment and method of payment calculation

8. Rights and Limitations: Clear statement that phantom equity does not constitute actual equity ownership

9. Tax Obligations: Tax treatment and responsibilities of both parties under Indonesian law

10. Confidentiality: Protection of company information and trade secrets

11. Termination: Circumstances under which the agreement can be terminated and consequences

12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution procedures

Optional Sections

1. Change of Control Provisions: Additional terms that apply in case of company sale or merger - include if company anticipates such events

2. Non-Competition: Restrictions on competing activities - include if recipient is in senior position

3. International Tax Provisions: Additional tax considerations - include if recipient is foreign national or expatriate

4. Clawback Provisions: Terms for recovering payments - include if company wants additional protection

5. Good Leaver/Bad Leaver Provisions: Different treatment based on circumstances of employment termination - include if company wants to differentiate termination scenarios

6. Anti-dilution Provisions: Protection against value dilution - include if company anticipates capital structure changes

Suggested Schedules

1. Schedule A - Grant Notice: Specific details of phantom equity grant including number of units and grant date

2. Schedule B - Vesting Schedule: Detailed breakdown of vesting timeline and milestones

3. Schedule C - Valuation Methodology: Detailed formula and examples for calculating phantom equity value

4. Schedule D - Payment Calculation Examples: Sample calculations showing how payments will be determined in various scenarios

5. Appendix 1 - Trigger Event Definitions: Comprehensive list and definitions of events triggering payment

6. Appendix 2 - Tax Treatment Summary: Overview of tax implications under Indonesian law

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
Relevant Industries

Technology

E-commerce

Financial Services

Startups

Professional Services

Manufacturing

Healthcare

Education Technology

Digital Media

Consumer Goods

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Operations

Engineering

Product Development

Sales

Business Development

Research and Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Senior Vice President

Vice President

Senior Manager

Department Head

Key Engineer

Senior Developer

Product Manager

Sales Director

Business Development Manager

Regional Manager

Technical Lead

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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