Stock Grant Agreement for Philippines

Stock Grant Agreement Template for Philippines

A Stock Grant Agreement under Philippine law is a formal legal document that outlines the terms and conditions under which a company grants shares of its stock to an individual, typically an employee or service provider. The agreement must comply with the Philippine Corporation Code, Securities Regulation Code, and relevant tax laws. It details the number of shares granted, vesting conditions, rights and restrictions attached to the shares, and tax implications. The document serves as both a legal instrument for share transfer and a framework for the ongoing relationship between the company and the share recipient.

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What is a Stock Grant Agreement?

The Stock Grant Agreement serves as a crucial instrument for companies in the Philippines looking to provide equity-based compensation or incentives to employees, executives, or service providers. It is commonly used as part of retention strategies, performance incentives, or compensation packages. The agreement must strictly comply with Philippine corporate laws, particularly the Revised Corporation Code and Securities Regulation Code, while addressing practical business needs. The document typically includes detailed provisions on share vesting schedules, transfer restrictions, tax implications, and compliance requirements with local regulations. Companies should carefully consider their specific circumstances and ensure the agreement aligns with their corporate governance policies and any existing shareholders' agreements.

What sections should be included in a Stock Grant Agreement?

1. Parties: Identification of the Company (Grantor) and the Recipient (Grantee)

2. Background: Context of the grant, including company information and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including 'Shares', 'Vesting Date', 'Grant Date', etc.

4. Grant of Shares: Details of the stock grant including number of shares, class of shares, and grant date

5. Vesting Provisions: Vesting schedule, conditions, and requirements for the shares to fully vest

6. Rights and Restrictions: Voting rights, dividend rights, and any restrictions on transfer or sale of shares

7. Tax Provisions: Tax obligations and responsibilities of both parties under Philippine tax laws

8. Compliance with Securities Laws: Acknowledgment and compliance with Philippine securities regulations

9. Termination: Consequences of termination of employment or service on unvested shares

10. General Provisions: Standard clauses including governing law, notices, amendments, and entire agreement

What sections are optional to include in a Stock Grant Agreement?

1. Employment Relationship: Required when the grant is tied to employment terms and conditions

2. Non-Competition and Non-Solicitation: Added when the company wants to prevent competitive activities

3. Shareholders' Agreement Compliance: Required when the company has an existing shareholders' agreement that affects the grant

4. Lock-up Period: Added when there are specific time restrictions on selling the granted shares

5. Drag-Along and Tag-Along Rights: Included for private companies where these rights are relevant to share transfers

6. Corporate Governance Compliance: Required for public companies or when specific governance requirements apply

What schedules should be included in a Stock Grant Agreement?

1. Schedule A - Share Details: Detailed description of shares including class, rights, and any special terms

2. Schedule B - Vesting Schedule: Detailed breakdown of vesting dates and percentages

3. Schedule C - Deed of Adherence: Required if the recipient must adhere to existing shareholders' agreements

4. Schedule D - Tax Computation Example: Illustration of tax implications and calculations

5. Appendix 1 - Board Resolution: Copy of board resolution approving the stock grant

6. Appendix 2 - Acceptance Form: Form for formal acceptance of the grant by the recipient

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use

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