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Co Founder Vesting Agreement
"I need a Co-Founder Vesting Agreement for our Irish technology startup with three co-founders, implementing a 4-year vesting schedule with a 1-year cliff, starting from January 2025, and including accelerated vesting provisions in case of company sale."
1. Parties: Identifies the company, all co-founders participating in the vesting arrangement, and any other relevant parties
2. Background: Sets out the context of the agreement, including company formation, initial share allocations, and purpose of the vesting arrangement
3. Definitions: Defines key terms used throughout the agreement, including vesting period, cliff period, good leaver, bad leaver, etc.
4. Share Details: Specifies the number and class of shares subject to vesting for each co-founder
5. Vesting Provisions: Details the core vesting mechanism, including vesting period, cliff period, and vesting schedule
6. Leaver Provisions: Specifies what happens to vested and unvested shares when a co-founder leaves the company
7. Transfer Restrictions: Outlines restrictions on transferring vested and unvested shares
8. Company's Rights and Obligations: Details the company's responsibilities regarding share issuance and maintenance of records
9. Tax Provisions: Addresses tax implications and responsibilities related to the vesting arrangement
10. Confidentiality: Ensures confidentiality of the agreement terms and company information
11. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement clause
1. Accelerated Vesting: Includes provisions for accelerated vesting in case of company sale or other specified events
2. Reverse Vesting: Used when shares are issued upfront but subject to company repurchase rights that lapse over time
3. Drag-Along Rights: Forces co-founders to join in the sale of the company if approved by a specified majority
4. Tag-Along Rights: Gives co-founders the right to join in the sale of shares by other shareholders
5. Dispute Resolution: Specifies alternative dispute resolution procedures like mediation or arbitration
6. Intellectual Property Assignment: Additional IP provisions if not covered in separate agreements
7. Non-Competition and Non-Solicitation: Restrictive covenants if not covered in separate agreements
1. Schedule 1: Share Details: Detailed breakdown of share numbers, classes, and nominal values for each co-founder
2. Schedule 2: Vesting Schedule: Detailed timetable showing vesting dates and percentages
3. Schedule 3: Deed of Adherence: Template for new shareholders to become bound by the agreement
4. Schedule 4: Company Cap Table: Current and post-vesting capitalization table
5. Schedule 5: Transfer Notice: Template for share transfer notifications
6. Appendix A: Board Resolutions: Copy of board resolutions approving the vesting arrangement
7. Appendix B: Shareholders' Agreement: Reference to or extract of relevant provisions from the Shareholders' Agreement
Authors
Technology
Software Development
Fintech
Biotech
E-commerce
Professional Services
Healthcare Technology
Digital Media
Clean Technology
Consulting
Manufacturing
Real Estate Technology
Educational Technology
Legal
Executive
Board of Directors
Finance
Operations
Corporate Governance
Human Resources
Company Secretariat
CEO
Co-Founder
Managing Director
Company Secretary
Chief Legal Officer
Corporate Lawyer
General Counsel
Chief Financial Officer
Startup Founder
Director
Board Member
VP of Operations
Chief Technology Officer
Chief Operating Officer
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