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Phantom Equity Agreement
"I need a Phantom Equity Agreement for our Philippine tech startup's CTO, granting them 5% phantom equity stake with 4-year vesting starting January 2025, including accelerated vesting provisions in case of a company sale."
1. Parties: Identifies the company and the recipient of the phantom equity rights
2. Background: Explains the context and purpose of the phantom equity grant
3. Definitions: Defines key terms used throughout the agreement, including 'Phantom Units', 'Fair Market Value', and 'Liquidity Event'
4. Grant of Phantom Equity: Specifies the number of phantom units granted and their initial reference value
5. Vesting Schedule: Details the vesting timeline and conditions for the phantom equity units
6. Valuation Methodology: Explains how the phantom equity units will be valued at various trigger events
7. Payment Triggers and Terms: Specifies events that trigger payment and how payments will be calculated and made
8. Termination Provisions: Describes what happens to phantom equity rights upon various types of employment termination
9. Confidentiality and Non-Disclosure: Establishes confidentiality obligations regarding the agreement terms and company information
10. Taxation and Withholding: Addresses tax implications and withholding requirements
11. General Provisions: Standard contractual provisions including governing law, amendments, and notices
1. Non-Competition and Non-Solicitation: Restrictive covenants to protect company interests, included when additional protection is needed
2. Change of Control Provisions: Special terms that apply in case of company sale or merger, relevant for companies considering future transactions
3. Dispute Resolution: Specific procedures for resolving disputes, included when standard court jurisdiction is not preferred
4. Anti-Dilution Provisions: Protections against dilution of phantom equity value, relevant for companies expecting capital structure changes
5. Tag-Along Rights: Rights to participate in certain company transactions, included for senior executives or key employees
6. Clawback Provisions: Terms for recouping payments in specific circumstances, relevant for regulatory compliance or risk management
1. Schedule A - Phantom Equity Grant Details: Detailed breakdown of the phantom equity grant, including number of units and grant date value
2. Schedule B - Vesting Schedule: Detailed vesting timeline and any specific vesting conditions or milestones
3. Schedule C - Valuation Formula: Detailed methodology and formulas for calculating phantom equity value
4. Schedule D - Notice of Exercise Form: Template form for exercising vested phantom equity rights
5. Schedule E - Beneficiary Designation Form: Form for designating beneficiaries in case of death
6. Appendix 1 - Tax Treatment Summary: Summary of relevant Philippine tax implications and treatment of phantom equity payments
Authors
Applicable Law
Base Value
Board
Beneficiary
Cause
Change of Control
Company
Competitor
Confidential Information
Disability
Exercise Date
Exercise Notice
Fair Market Value
Final Payment Date
Good Reason
Grant Date
Initial Reference Value
Liquidity Event
Notice
Participant
Payment Event
Performance Conditions
Phantom Equity Plan
Phantom Unit
Plan Administrator
Reference Price
Retirement
Service
Termination Date
Termination of Employment
Transfer
Unit Value
Valuation Date
Valuation Methodology
Vested Phantom Units
Vesting Date
Vesting Period
Vesting Schedule
Vesting
Valuation
Payment Terms
Exercise Rights
Termination
Confidentiality
Non-Competition
Non-Solicitation
Tax Obligations
Assignment
Amendment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Representations and Warranties
Change of Control
Clawback
Anti-dilution
Beneficiary Designation
Data Privacy
Restrictive Covenants
Administration
Waiver
Compliance with Laws
Term and Survival
Costs and Expenses
Technology
Financial Services
Professional Services
Manufacturing
Retail
Healthcare
Education
Real Estate
Telecommunications
Business Process Outsourcing
Start-ups
Family-owned Businesses
Human Resources
Legal
Finance
Executive Leadership
Corporate Strategy
Operations
Technology
Sales
Business Development
Research and Development
Corporate Governance
Compensation and Benefits
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Senior Vice President
Vice President
Director
Senior Manager
Department Head
Key Technical Expert
Senior Developer
Principal Consultant
Regional Manager
Country Manager
Business Unit Head
Senior Sales Executive
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