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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."
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
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
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
Company
Confidential Information
Exit Event
Fair Market Value
Grant Date
Grant Notice
Initial Public Offering
Lock-up Period
Measurement Date
Participant
Payment Date
Phantom Equity Unit
Phantom Equity Pool
Plan
Reference Price
Restricted Period
Service Provider
Settlement Amount
Termination Date
Termination for Cause
Trigger Event
Valuation Date
Vesting Commencement Date
Vesting Period
Vesting Schedule
Board of Directors
Change of Control
Good Leaver
Bad Leaver
Qualifying Event
Subsidiary
Tax Liability
Corporate Transaction
Disability
Employment Agreement
Permanent Disability
Notice
Representatives
Working Day
Indonesian Rupiah
Force Majeure
Governing Documents
Material Adverse Change
OJK
Shareholders
Vesting
Valuation
Payment Terms
Exit Events
Termination
Confidentiality
Non-Competition
Non-Solicitation
Tax Obligations
Representations and Warranties
Employment Status
Change of Control
Good Leaver/Bad Leaver
Assignment
Notices
Force Majeure
Governing Law
Dispute Resolution
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Data Protection
Anti-Corruption
Corporate Approvals
Regulatory Compliance
Clawback
Indemnification
Technology
E-commerce
Financial Services
Startups
Professional Services
Manufacturing
Healthcare
Education Technology
Digital Media
Consumer Goods
Human Resources
Legal
Finance
Executive Leadership
Operations
Engineering
Product Development
Sales
Business Development
Research and Development
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
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