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Equity Compensation Agreement
"I need an Equity Compensation Agreement for our Canadian tech startup to grant stock options to our new Chief Technology Officer, with a four-year vesting schedule starting March 1, 2025, and including specific provisions for accelerated vesting in case of acquisition."
1. Parties: Identifies the company and the recipient of the equity compensation
2. Background: Explains the context of the agreement and the company's equity compensation program
3. Definitions: Defines key terms used throughout the agreement including types of shares, vesting periods, cause, good reason, etc.
4. Grant of Equity: Details the specific type and amount of equity being granted
5. Vesting Terms: Outlines the vesting schedule and conditions for the equity to vest
6. Exercise or Settlement: Describes the process and conditions for exercising options or settling other equity awards
7. Purchase Price and Payment: Specifies the exercise price (if applicable) and acceptable payment methods
8. Restrictions on Transfer: Details limitations on transferring or selling the equity
9. Termination Provisions: Explains what happens to the equity in various termination scenarios
10. Tax Matters: Addresses tax implications and responsibilities
11. Representations and Warranties: Standard representations from both parties regarding authority and compliance
12. Compliance with Laws: Ensures adherence to applicable securities and other laws
13. General Provisions: Standard boilerplate provisions including notices, amendments, governing law
1. Change in Control Provisions: Include when specific provisions for company sale or merger are desired
2. Shareholder Rights: Include when recipients receive immediate shareholder rights
3. Lock-up Agreement: Include for pre-IPO companies or when transfer restrictions are particularly important
4. Clawback Provisions: Include when the company wants right to recoup equity in certain circumstances
5. Non-Competition and Non-Solicitation: Include when additional restrictive covenants are desired
6. Tag-Along Rights: Include for private companies where minority shareholder protection is important
7. Drag-Along Rights: Include when company wants to ensure ability to force sale participation
8. International Tax Provisions: Include for recipients subject to tax in multiple jurisdictions
1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and quantities
2. Schedule B - Notice of Exercise Form: Template form for exercising options
3. Schedule C - Surrender Form: Template form for surrendering equity awards
4. Schedule D - Spousal Consent: Required consent from spouse in certain jurisdictions
5. Appendix 1 - Share Terms: Detailed terms of the shares or options being granted
6. Appendix 2 - Tax Election Forms: Relevant tax election forms including Section 85(1) election forms
7. Appendix 3 - Shareholders' Agreement: Copy or summary of relevant shareholders' agreement provisions
Authors
Technology
Financial Services
Professional Services
Healthcare
Biotechnology
Manufacturing
Energy
Mining
Real Estate
Telecommunications
E-commerce
Software Development
Consulting
Media and Entertainment
Human Resources
Legal
Finance
Executive Leadership
Corporate Development
Compensation and Benefits
Payroll
Corporate Governance
Treasury
Talent Acquisition
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Chief Operating Officer
Vice President
Director
Senior Manager
Software Engineer
Product Manager
Sales Executive
Research Scientist
Legal Counsel
Human Resources Manager
Financial Analyst
Business Development Manager
Department Head
Project Manager
Technical Lead
Senior Consultant
Key Account Manager
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