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Shadow Equity Agreement
1. Parties: Identification of the company and the beneficiary of the shadow equity rights
2. Background: Context of the agreement, relationship between parties, and purpose of the shadow equity grant
3. Definitions: Key terms including Shadow Equity Units, Fair Market Value, Exit Event, Vesting Period, and other technical terms used throughout the agreement
4. Grant of Shadow Equity: Number of shadow equity units granted and their nominal value or percentage representation
5. Nature of Shadow Equity Rights: Clear statement that rights are contractual only and do not constitute actual equity ownership or company membership rights
6. Vesting Provisions: Vesting schedule, conditions, and requirements for shadow equity rights to become exercisable
7. Valuation Mechanics: Method for calculating the value of shadow equity units, including timing and procedure for valuations
8. Payment Triggers: Events that trigger payment obligations (e.g., exit events, predetermined dates) and calculation methods
9. Termination Provisions: Effect of employment termination or other relationship changes on shadow equity rights
10. Confidentiality: Obligations regarding confidential information related to the shadow equity arrangement
11. Taxes and Costs: Responsibility for taxes, withholding obligations, and other costs related to the shadow equity
12. General Provisions: Standard legal provisions including governing law, amendments, notices, and entire agreement clause
1. Non-Competition and Non-Solicitation: Required when the agreement needs to include restrictions on competitive activities and employee/client solicitation
2. Tag-Along Rights: Include when shadow equity holders should have the right to participate in certain company transactions
3. Anti-Dilution Protection: Include when protection against dilution of shadow equity value is desired
4. Dispute Resolution: Specific dispute resolution procedures beyond standard court jurisdiction, such as arbitration
5. Currency Provisions: Required for international agreements where multiple currencies may be involved
6. Information Rights: Include when shadow equity holders should receive specific company information or financial reports
1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates and percentages
2. Schedule 2 - Valuation Methodology: Detailed formula and examples for calculating shadow equity value
3. Schedule 3 - Notice of Exercise Form: Template form for exercising shadow equity rights when applicable
4. Schedule 4 - Worked Examples: Numerical examples showing how payments would be calculated in various scenarios
5. Appendix A - Consent Forms: Required forms and approvals from relevant parties
6. Appendix B - Tax Treatment Summary: Summary of applicable tax treatment under Danish law for reference
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