A Phantom Share Agreement is utilized when companies want to provide employees with the economic benefits of share ownership without diluting actual equity or when share transfer restrictions make traditional equity compensation impractical. This document type is particularly relevant in Malta's dynamic business environment, where companies, especially in financial services and technology sectors, seek to attract and retain top talent while maintaining clear ownership structures. The agreement, governed by Maltese law, establishes a synthetic equity program that mirrors the value of company shares, typically including detailed provisions for valuation, vesting schedules, and payment triggers. It's especially useful for Maltese subsidiaries of international companies, regulated entities where shareholding changes require regulatory approval, or family-owned businesses wanting to preserve ownership while offering competitive incentives.
Phantom Share Agreement for Malta
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Key Requirements PROMPT example:
Phantom Share Agreement
"I need a Phantom Share Agreement for our Malta-based technology startup to grant synthetic equity to 5 senior developers, with vesting over 4 years starting March 2025, and including specific provisions for an IPO event."
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1. Parties: Identification of the company and the beneficiary of the phantom shares
2. Background: Context of the agreement, relationship between parties, and purpose of the phantom share scheme
3. Definitions: Key terms including 'Phantom Shares', 'Reference Share Price', 'Vesting Date', 'Exit Event', etc.
4. Grant of Phantom Shares: Number of phantom shares granted and basic terms of the grant
5. Calculation of Value: Methodology for determining the value of phantom shares
6. Vesting Provisions: Vesting schedule and conditions for phantom shares to become exercisable
7. Payment Terms: Conditions and process for payment of phantom share value
8. Termination Provisions: Treatment of phantom shares upon various termination scenarios
9. Tax Obligations: Responsibilities for tax payments and withholding requirements
10. Confidentiality: Obligations to maintain confidentiality of agreement terms and company information
11. Assignment and Transfer: Prohibition or limitations on transfer of phantom share rights
12. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction
1. Change of Control Provisions: Include when specific provisions for company sale or merger are needed
2. Non-Competition and Non-Solicitation: Include for senior employees or when protecting company interests is crucial
3. Clawback Provisions: Include when company wants right to recoup payments in certain circumstances
4. Anti-dilution Provisions: Include when protection against share dilution events is needed
5. Good/Bad Leaver Provisions: Include when different treatment based on reason for employment termination is desired
6. Shareholder Rights: Include when phantom shareholders are granted specific information or voting rights
7. Currency Conversion: Include for international employees or when payments may be in different currencies
1. Vesting Schedule: Detailed timetable of vesting dates and conditions
2. Valuation Methodology: Detailed formula and procedures for calculating phantom share value
3. Notice Forms: Template forms for exercise notices, termination notices, etc.
4. Tax Treatment Summary: Overview of tax implications under Maltese law
5. Corporate Events Procedures: Detailed procedures for handling corporate events affecting phantom shares
6. Acceptance Form: Form for beneficiary to formally accept the phantom share grant
7. Payment Calculation Examples: Illustrative examples of how payments will be calculated
Authors
Relevant legal definitions
Agreement
Applicable Law
Base Value
Board
Business Day
Cause
Change of Control
Company
Competitor
Confidential Information
Corporate Transaction
Effective Date
Eligible Employee
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Exit Event
Fair Market Value
Good Leaver
Grant Date
Grant Notice
Group
Holding Period
Initial Public Offering
Liquidation Event
Malta Business Registry
Market Price
Participant
Payment Date
Performance Conditions
Phantom Share
Phantom Share Plan
Plan Administrator
Reference Price
Reference Shares
Regulatory Authority
Sale of the Company
Service Period
Share
Share Price
Shareholder
Termination Date
Termination of Employment
Transfer
Valuation Date
Valuation Methodology
Vested Phantom Shares
Vesting Conditions
Vesting Date
Vesting Period
Vesting Schedule
Applicable Law
Base Value
Board
Business Day
Cause
Change of Control
Company
Competitor
Confidential Information
Corporate Transaction
Effective Date
Eligible Employee
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Exit Event
Fair Market Value
Good Leaver
Grant Date
Grant Notice
Group
Holding Period
Initial Public Offering
Liquidation Event
Malta Business Registry
Market Price
Participant
Payment Date
Performance Conditions
Phantom Share
Phantom Share Plan
Plan Administrator
Reference Price
Reference Shares
Regulatory Authority
Sale of the Company
Service Period
Share
Share Price
Shareholder
Termination Date
Termination of Employment
Transfer
Valuation Date
Valuation Methodology
Vested Phantom Shares
Vesting Conditions
Vesting Date
Vesting Period
Vesting Schedule
Clauses
Interpretation
Grant of Phantom Shares
Vesting
Valuation
Payment Terms
Exercise Rights
Performance Conditions
Termination
Good/Bad Leaver Provisions
Corporate Events
Change of Control
Restrictions
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Tax Obligations
Representations and Warranties
Amendment and Modification
Assignment
Notices
Entire Agreement
Severability
Waiver
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Grant of Phantom Shares
Vesting
Valuation
Payment Terms
Exercise Rights
Performance Conditions
Termination
Good/Bad Leaver Provisions
Corporate Events
Change of Control
Restrictions
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Tax Obligations
Representations and Warranties
Amendment and Modification
Assignment
Notices
Entire Agreement
Severability
Waiver
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Relevant Industries
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Real Estate
Telecommunications
Gaming and iGaming
Maritime
Aviation
Consulting
Retail
Energy
Pharmaceuticals
Relevant Teams
Human Resources
Legal
Finance
Executive Leadership
Board of Directors
Compensation and Benefits
Corporate Governance
Talent Management
Compliance
Operations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Senior Manager
Department Head
Key Employee
Executive Director
Senior Developer
Sales Director
Technical Lead
Principal Consultant
Senior Advisor
Regional Manager
Country Manager
Vice President
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