The Founder Vesting Agreement is a crucial document in the establishment and growth phases of companies in New Zealand. It is typically implemented when a company is founded or during early investment rounds to ensure long-term commitment from founders while protecting the company's interests. The agreement aligns with New Zealand corporate law requirements and establishes a structured approach to share ownership, typically including a four-year vesting period with a one-year cliff. This document is essential for startups seeking investment, as it provides investors with confidence in founder commitment and helps maintain stability during crucial growth phases. The agreement should comply with the New Zealand Companies Act 1993 and related regulations, addressing key aspects such as share transfers, voting rights, and termination scenarios.
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1. Parties: Identifies the company, founders, and any other relevant parties to the agreement
2. Background: Sets out the context of the agreement, including company formation and founder roles
3. Definitions: Defines key terms used throughout the agreement
4. Share Allocation: Details the initial allocation of shares to founders
5. Vesting Schedule: Specifies the vesting period, intervals, and percentage of shares vesting at each milestone
6. Restrictions on Transfer: Outlines limitations on transferring unvested and vested shares
7. Termination Provisions: Describes treatment of shares upon various termination scenarios
8. Company's Right to Repurchase: Details the company's rights to repurchase unvested shares
9. Founder Representations and Warranties: Standard representations regarding capacity and authority to enter agreement
10. Confidentiality: Provisions regarding confidential information
11. Dispute Resolution: Procedures for resolving disputes between parties
12. General Provisions: Standard boilerplate clauses including governing law, amendments, and notices
1. Acceleration Provisions: Include when single or double trigger acceleration of vesting is desired upon change of control
2. Shareholder Rights: Include when specific voting or dividend rights need to be addressed
3. Tax Provisions: Include detailed tax clauses when founders are subject to specific tax considerations
4. Intellectual Property Assignment: Include when IP assignment needs to be tied to the vesting agreement
5. Non-Competition and Non-Solicitation: Include when restrictions on competitive activities are required
6. Tag-Along Rights: Include when founders should have the right to join in sale of shares by other shareholders
7. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
1. Schedule 1 - Share Allocation Table: Detailed breakdown of share allocation among founders
2. Schedule 2 - Vesting Schedule: Detailed timeline of vesting milestones and percentages
3. Schedule 3 - Form of Share Transfer Notice: Template for notification of share transfers
4. Schedule 4 - Deed of Adherence: Template for new parties to join the agreement
5. Appendix A - Company Constitution Excerpts: Relevant sections of the company constitution affecting vesting
6. Appendix B - Calculations: Examples of calculations for partial vesting scenarios
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