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Phantom Equity Agreement
"I need a Phantom Equity Agreement for our New Zealand tech startup, granting our new CTO 5% of phantom equity with a 4-year vesting period starting March 2025, including cliff vesting and accelerated vesting provisions for an IPO event."
1. Parties: Identifies the company and the recipient of the phantom equity rights
2. Background: Sets out the context of the agreement and the company's intention to grant phantom equity rights
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Grant of Phantom Equity Rights: Specifies the number/percentage of phantom units granted and their basic terms
5. Vesting: Details the vesting schedule and conditions for the phantom equity rights
6. Valuation: Establishes the methodology for valuing the phantom equity units
7. Payment Triggers and Mechanics: Specifies when and how payments will be made, including exit events and other trigger events
8. Taxation: Addresses tax obligations and responsibilities
9. Confidentiality: Sets out confidentiality obligations regarding the agreement and company information
10. Termination: Describes circumstances under which the agreement can be terminated and the consequences
11. General Provisions: Standard boilerplate clauses including governing law, notices, and amendment procedures
1. Non-Competition and Non-Solicitation: Restrictive covenants to protect company interests, used when recipient is in a senior position
2. Clawback Provisions: Allows company to recoup payments in specific circumstances, used for senior executives or high-value grants
3. Dispute Resolution: Detailed dispute resolution procedures, used when parties want specific resolution mechanisms beyond court proceedings
4. International Provisions: Additional terms for cross-border arrangements, used when recipient is based outside New Zealand
5. Change of Control: Specific provisions for company sale or merger scenarios, used when such events are anticipated
6. Administrative Procedures: Detailed procedures for managing the phantom equity program, used for larger programs with multiple participants
1. Vesting Schedule: Detailed breakdown of vesting dates and percentages
2. Valuation Methodology: Detailed formula and procedures for calculating phantom equity value
3. Notice of Exercise Form: Template form for recipient to trigger payment events
4. Participation Agreement: Standard form for recipient to acknowledge and agree to program terms
5. Worked Examples: Sample calculations showing how the phantom equity value is determined in various scenarios
6. Trigger Events: Comprehensive list and description of events that trigger valuation and payment
Authors
Base Value
Board
Business Day
Cause
Change of Control
Company
Confidential Information
Current Market Value
Effective Date
Eligible Person
Exit Event
Fair Market Value
Good Leaver
Grant Date
Grant Notice
Initial Value
IPO
Liquidation Event
Management Accounts
Notice
Participant
Payment Date
Performance Conditions
Phantom Equity Plan
Phantom Equity Unit
Phantom Equity Pool
Plan Administrator
Recipient
Related Company
Relevant Interest
Sale Event
Settlement Amount
Shareholder
Termination Date
Trigger Event
Trust Deed
Valuation Date
Valuation Methodology
Vested Units
Vesting Conditions
Vesting Date
Vesting Period
Vesting Schedule
Eligibility
Vesting
Valuation
Payment Terms
Exit Events
Termination
Confidentiality
Non-Competition
Non-Solicitation
Tax Obligations
Representations and Warranties
Assignment
Amendment
Governing Law
Dispute Resolution
Notices
Force Majeure
Entire Agreement
Severability
Waiver
Further Assurance
Costs
Good Faith
Relationship of Parties
Third Party Rights
Data Protection
Compliance with Laws
Board Approval
Record Keeping
Information Rights
Change of Control
Clawback
Forfeiture
Administration
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Retail
E-commerce
Telecommunications
Software Development
Biotechnology
Consulting
Real Estate
Human Resources
Legal
Finance
Executive Leadership
Sales
Product Development
Research & Development
Operations
Strategic Planning
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Senior Manager
Department Head
Key Account Manager
Technical Lead
Senior Developer
Principal Consultant
Research Director
Regional Manager
Sales Director
Product Manager
Senior Advisor
Executive Director
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