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Share Vesting Agreement
"I need a Share Vesting Agreement for my UK tech startup to grant 10,000 shares to our new CTO, with a four-year vesting period starting March 2025 and a one-year cliff, including accelerated vesting provisions in case of company sale."
1. Parties: Identification of the company and shareholder(s) entering into the agreement
2. Background: Context of the agreement, purpose of share allocation, and relationship of parties
3. Definitions: Key terms used throughout the agreement including share classes, vesting period, and trigger events
4. Grant of Shares: Details of shares being granted, including number, class, and nominal value
5. Vesting Schedule: Detailed timeframe and conditions for share vesting, including cliff period if applicable
6. Restrictions on Transfer: Limitations on transfer of unvested and vested shares
7. Termination Provisions: Consequences of employment termination on unvested shares and company buyback rights
8. Governing Law: Specification of English and Welsh law as governing law and jurisdiction
1. Accelerated Vesting: Optional provisions for early vesting in case of company sale, IPO, or other trigger events
2. Tax Provisions: Specific arrangements for tax treatment and responsibilities, used when complex tax structures apply
3. Drag-Along Rights: Rights forcing minority shareholders to join in sale, included for exit planning purposes
4. Tag-Along Rights: Rights allowing minority shareholders to join in sale, included for minority shareholder protection
5. Bad Leaver Provisions: Specific consequences for shareholders leaving under negative circumstances
6. Good Leaver Provisions: Specific provisions for shareholders leaving under approved circumstances
1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates, percentages, and milestone requirements
2. Schedule 2 - Share Certificate Template: Form of share certificate to be issued upon vesting
3. Schedule 3 - Companies House Forms: Required statutory forms for share issuance and transfers
4. Schedule 4 - Tax Elections: Forms and elections required for tax purposes, including Section 431 election if applicable
5. Schedule 5 - Share Valuation: Details of share valuation methodology and current value
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