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Phantom Share Agreement Template for Switzerland

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Key Requirements PROMPT example:

Phantom Share Agreement

"I need a Swiss-law Phantom Share Agreement for our Series B startup, granting phantom shares to our new CTO starting March 2025, with a 4-year vesting schedule and special provisions for a potential IPO."

Document background
The Phantom Share Agreement is utilized when companies wish to provide employees with equity-like incentives without diluting actual shareholding or when direct share ownership is impractical due to corporate structure or regulatory constraints. This document type is particularly relevant for Swiss companies, including subsidiaries of international groups, private companies, and family-owned businesses. The Phantom Share Agreement typically includes detailed provisions on grant terms, vesting conditions, valuation methodologies, exercise procedures, and tax implications, all structured to comply with Swiss legal requirements. It serves as a crucial tool for employee retention and alignment of interests while maintaining existing corporate ownership structures. The agreement is especially valuable when real share transfers are complicated by shareholder restrictions, cross-border considerations, or company policy.
Suggested Sections

1. Parties: Identification of the company and the participant entering into the phantom share agreement

2. Background: Context of the agreement, including the company's phantom share program and its objectives

3. Definitions: Key terms used throughout the agreement, including 'Phantom Shares', 'Exercise Price', 'Vesting Period', etc.

4. Grant of Phantom Shares: Details of the phantom shares granted, including number, reference value, and grant date

5. Vesting Provisions: Vesting schedule, conditions, and requirements for the phantom shares to become exercisable

6. Valuation Mechanism: Method and timing for calculating the value of phantom shares, including reference share price determination

7. Exercise Rights: Procedures and conditions for exercising phantom shares, including notice requirements and payment mechanisms

8. Tax Provisions: Tax treatment, withholding obligations, and related responsibilities of both parties

9. Termination Provisions: Effects of various termination scenarios on phantom share rights

10. Confidentiality: Obligations regarding confidential information related to the phantom share program

11. Assignment and Transferability: Restrictions on transfer or assignment of phantom share rights

12. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes

13. Amendments and Notices: Procedures for modifying the agreement and requirements for formal communications

Optional Sections

1. Change of Control Provisions: Include when specific provisions are needed for company sale or merger scenarios

2. Non-Competition and Non-Solicitation: Include for senior employees or when additional protective covenants are required

3. International Tax Provisions: Include when participant is subject to multiple tax jurisdictions

4. Currency Conversion: Include when payments may be made in different currencies

5. Clawback Provisions: Include when company wants right to recoup payments in certain circumstances

6. Good/Bad Leaver Provisions: Include when different treatment is desired based on departure circumstances

7. Data Protection: Include detailed section when processing significant personal data or cross-border transfers

Suggested Schedules

1. Grant Notice: Formal notification of phantom share grant including specific terms

2. Vesting Schedule: Detailed timeline and conditions for vesting of phantom shares

3. Valuation Methodology: Detailed procedures and formulas for calculating phantom share value

4. Exercise Form: Template form for exercising phantom shares

5. Tax Examples: Illustrative examples of tax treatment in various scenarios

6. Program Rules: Complete rules of the phantom share program referenced in main agreement

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












































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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Media and Entertainment

Telecommunications

Consulting

Private Equity

Family Offices

Startups

Relevant Teams

Human Resources

Legal

Finance

Executive Management

Compensation & Benefits

Corporate Governance

Tax

Payroll

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Senior Executive

Managing Director

Department Head

Senior Manager

Key Account Manager

Technical Lead

Senior Developer

Research Director

Sales Director

Regional Manager

Principal Consultant

Senior Advisor

Executive Vice President

Country Manager

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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