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Phantom Stock Agreement Template for New Zealand

A Phantom Stock Agreement is a contractual arrangement under New Zealand law that provides employees with the benefits of stock ownership without actually issuing equity shares. The agreement simulates the benefits of stock ownership by promising cash payments equal to the value of a specified number of shares at a future date. This document, governed by New Zealand legislation including the Companies Act 1993 and Employment Relations Act 2000, outlines the terms of phantom stock grants, including vesting conditions, valuation methods, payment terms, and tax implications. It serves as a crucial tool for companies wanting to provide equity-like incentives while maintaining existing ownership structures.

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What is a Phantom Stock Agreement?

This Phantom Stock Agreement is designed for use by New Zealand companies seeking to implement equity-like incentive compensation without diluting actual shareholding. The document is particularly valuable for private companies, companies with restricted share transfer provisions, or organizations seeking to retain key employees through long-term incentives. The agreement details the grant of phantom stock units, their vesting schedule, valuation methodology, and payment terms, all while ensuring compliance with New Zealand corporate, employment, and tax laws. It includes provisions for various scenarios such as employment termination, company sale, or initial public offering, making it a comprehensive tool for both the granting company and the recipient employee.

What sections should be included in a Phantom Stock Agreement?

1. Parties: Identification of the company and the recipient of the phantom stock rights

2. Background: Context of the agreement, including reference to any phantom stock plan and employment relationship

3. Definitions: Defined terms including Phantom Stock Units, Fair Market Value, Vesting Date, Payment Event, etc.

4. Grant of Phantom Stock Units: Details of the phantom stock units being granted, including number and grant date

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

6. Valuation Methodology: Method for determining the value of phantom stock units

7. Payment Terms: Timing and method of payment for vested phantom stock units

8. Tax Obligations: Treatment of tax withholding and reporting requirements

9. Termination Provisions: Effects of employment termination on phantom stock rights

10. Confidentiality: Provisions regarding confidentiality of agreement terms and company information

11. General Provisions: Standard contract clauses including governing law, amendments, notices, etc.

What sections are optional to include in a Phantom Stock Agreement?

1. Change of Control: Provisions addressing what happens in case of company sale or merger - include if company anticipates possible M&A activity

2. International Tax Provisions: Additional tax provisions for recipients subject to foreign tax laws - include if recipient is non-NZ resident

3. Non-Competition and Non-Solicitation: Restrictive covenants - include for senior employees or when required by company policy

4. Shareholder Rights: Clarification that phantom stock holders have no actual shareholder rights - include if there's risk of misunderstanding

5. Dispute Resolution: Specific procedures for resolving disputes - include if standard court jurisdiction is not preferred

6. Plan Participation: Reference to and coordination with broader phantom stock plan - include if part of larger plan

What schedules should be included in a Phantom Stock Agreement?

1. Schedule 1 - Grant Notice: Specific details of the phantom stock grant including number of units and grant date

2. Schedule 2 - Vesting Schedule: Detailed vesting timeline and any specific vesting conditions

3. Schedule 3 - Valuation Methodology: Detailed explanation of how phantom stock units will be valued

4. Schedule 4 - Payment Procedures: Detailed procedures for claiming and receiving payments

5. Appendix A - Tax Treatment Summary: Summary of tax implications and procedures for both company and recipient

6. Appendix B - Phantom Stock Plan Terms: Summary or extract of relevant phantom stock plan terms (if applicable)

Authors

Alex Denne

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

Jurisdiction

New Zealand

Publisher

Ƶ

Document Type

Stock Agreement

Cost

Free to use
Relevant legal definitions














































Clauses


































Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Construction

Real Estate

Education

Telecommunications

Energy

Mining

Agricultural

Transportation

Media and Entertainment

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Compensation & Benefits

Corporate Governance

Payroll

Tax

Accounting

Company 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 Consultant

Regional Manager

Business Unit Head

Research & Development Lead

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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