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Phantom Stock Agreement Template for Canada

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Key Requirements PROMPT example:

Phantom Stock Agreement

"I need a Phantom Stock Agreement under Canadian law for our Toronto-based private technology company, granting 1,000 phantom stock units to our senior executives with a 4-year vesting schedule starting March 1, 2025, including change of control provisions."

Document background
The Phantom Stock Agreement serves as a crucial tool for Canadian companies seeking to provide employees with equity-like incentives without diluting actual shareholding. This document is particularly valuable for private companies, subsidiaries of foreign corporations, or organizations with complex ownership structures where traditional equity sharing may be impractical. The agreement defines the terms of a phantom stock plan that synthetically replicates stock ownership, providing participants with cash payments based on the company's value appreciation. It addresses key aspects such as grant terms, vesting conditions, valuation methodologies, and payment triggers, while ensuring compliance with Canadian tax laws, securities regulations, and employment standards. The document is typically implemented as part of a comprehensive compensation strategy to attract, retain, and motivate key employees while maintaining existing corporate structures.
Suggested Sections

1. Parties: Identifies the company granting the phantom stock and the employee/participant receiving the rights

2. Background: Explains the purpose of the agreement and the company's intention to provide phantom stock rights

3. Definitions: Defines key terms used throughout the agreement, including 'Phantom Stock Unit', 'Fair Market Value', 'Vesting Date', etc.

4. Grant of Phantom Stock Units: Specifies the number of phantom stock units granted and the terms of the grant

5. Vesting: Details the vesting schedule and conditions for the phantom stock units

6. Valuation: Explains how the value of phantom stock units will be determined

7. Payment Terms: Outlines when and how payments will be made for vested phantom stock units

8. Termination of Employment: Describes the impact of employment termination on phantom stock rights

9. Administration: Details how the phantom stock plan will be administered and by whom

10. Tax Matters: Addresses tax implications and responsibilities

11. Confidentiality: Requires the participant to maintain confidentiality regarding the agreement terms

12. General Provisions: Standard contractual provisions including governing law, amendments, and notices

Optional Sections

1. Change in Control: Addresses what happens to phantom stock units in the event of a company sale or merger

2. Dividend Equivalents: Optional provision for payment of dividend equivalents on phantom stock units

3. Restrictive Covenants: Non-compete and non-solicitation provisions tied to the phantom stock grant

4. Clawback Provisions: Allows company to recoup payments in certain circumstances

5. International Provisions: Special terms for participants in different jurisdictions

6. Performance Conditions: Additional vesting conditions tied to company or individual performance metrics

7. Death and Disability: Special provisions for handling phantom stock in case of death or disability

Suggested Schedules

1. Schedule A - Grant Notice: Details of the specific grant including number of units, grant date, and vesting schedule

2. Schedule B - Valuation Methodology: Detailed explanation of how phantom stock units will be valued

3. Schedule C - Beneficiary Designation Form: Form for participant to designate beneficiaries

4. Schedule D - Exercise Notice: Form for participant to request payment of vested units

5. Appendix A - Tax Treatment Summary: Summary of tax implications in relevant jurisdictions

6. Appendix B - Administrative Procedures: Detailed procedures for plan administration

Authors

Alex Denne

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

Relevant legal definitions



































Clauses






























Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Energy

Real Estate

Telecommunications

Retail

Construction

Mining

Transportation

Private Equity

Family-Owned Businesses

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Compensation and Benefits

Corporate Development

Accounting

Tax

Compliance

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Senior Vice President

Vice President

Director

Senior Manager

Department Head

Key Account Manager

Technical Lead

Senior Engineer

Principal Scientist

Regional Manager

Sales Executive

Research Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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