The Co-Founder Vesting Agreement is a crucial document for Irish startups and early-stage companies where multiple founders are involved in the business. It serves to protect both the company and individual co-founders by ensuring long-term commitment through gradual share vesting over time. This agreement is typically implemented at company formation or during early funding rounds, establishing clear terms for share ownership, vesting schedules, and procedures for handling situations where a co-founder exits the business. The document must comply with Irish company law, particularly the Companies Act 2014, and considers tax implications under Irish tax legislation. It's essential for establishing clear expectations and protecting all parties' interests while supporting the company's long-term stability and growth.
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1. Parties: Identifies the company, all co-founders participating in the vesting arrangement, and any other relevant parties
2. Background: Sets out the context of the agreement, including company formation, initial share allocations, and purpose of the vesting arrangement
3. Definitions: Defines key terms used throughout the agreement, including vesting period, cliff period, good leaver, bad leaver, etc.
4. Share Details: Specifies the number and class of shares subject to vesting for each co-founder
5. Vesting Provisions: Details the core vesting mechanism, including vesting period, cliff period, and vesting schedule
6. Leaver Provisions: Specifies what happens to vested and unvested shares when a co-founder leaves the company
7. Transfer Restrictions: Outlines restrictions on transferring vested and unvested shares
8. Company's Rights and Obligations: Details the company's responsibilities regarding share issuance and maintenance of records
9. Tax Provisions: Addresses tax implications and responsibilities related to the vesting arrangement
10. Confidentiality: Ensures confidentiality of the agreement terms and company information
11. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement clause
1. Accelerated Vesting: Includes provisions for accelerated vesting in case of company sale or other specified events
2. Reverse Vesting: Used when shares are issued upfront but subject to company repurchase rights that lapse over time
3. Drag-Along Rights: Forces co-founders to join in the sale of the company if approved by a specified majority
4. Tag-Along Rights: Gives co-founders the right to join in the sale of shares by other shareholders
5. Dispute Resolution: Specifies alternative dispute resolution procedures like mediation or arbitration
6. Intellectual Property Assignment: Additional IP provisions if not covered in separate agreements
7. Non-Competition and Non-Solicitation: Restrictive covenants if not covered in separate agreements
1. Schedule 1: Share Details: Detailed breakdown of share numbers, classes, and nominal values for each co-founder
2. Schedule 2: Vesting Schedule: Detailed timetable showing vesting dates and percentages
3. Schedule 3: Deed of Adherence: Template for new shareholders to become bound by the agreement
4. Schedule 4: Company Cap Table: Current and post-vesting capitalization table
5. Schedule 5: Transfer Notice: Template for share transfer notifications
6. Appendix A: Board Resolutions: Copy of board resolutions approving the vesting arrangement
7. Appendix B: Shareholders' Agreement: Reference to or extract of relevant provisions from the Shareholders' Agreement
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