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Stock Appreciation Rights Agreement Template for United States

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Key Requirements PROMPT example:

Stock Appreciation Rights Agreement

"I need a Stock Appreciation Rights Agreement for our Series B startup to grant SARs to our new CTO, with a four-year vesting schedule and double trigger acceleration in case of acquisition, to be effective from January 1, 2025."

Document background
The Stock Appreciation Rights Agreement is a crucial document for companies seeking to provide equity-linked compensation without diluting actual shareholding. Commonly used in the United States, it allows companies to reward employees with the economic benefit of stock ownership while retaining greater control over equity structure. The agreement must comply with IRC Section 409A requirements and typically includes grant terms, vesting conditions, exercise procedures, and payment provisions. It's particularly valuable for private companies where stock trading might be restricted or for public companies seeking to minimize share dilution.
Suggested Sections

1. Parties: Identification of the company and the SAR recipient

2. Background: Context of the agreement and reference to any equity incentive plan

3. Definitions: Key terms including Base Price, Exercise Date, Fair Market Value, etc.

4. Grant of SARs: Number of SARs granted and base price

5. Vesting Schedule: Timing and conditions for vesting of SARs

6. Exercise Provisions: How and when SARs can be exercised

7. Payment Provisions: Method and timing of payments upon exercise

8. Term and Expiration: Duration of SARs and expiration conditions

9. Termination of Employment: Treatment of SARs upon various types of employment termination

10. Compliance with Laws: Provisions ensuring compliance with securities, tax, and other applicable laws

11. Miscellaneous: Standard boilerplate provisions including notices, amendments, and governing law

Optional Sections

1. Change in Control Provisions: Treatment of SARs in case of merger, acquisition, or other change in control events

2. International Provisions: Special terms and conditions for international recipients including tax and securities law compliance

3. Non-Competition Provisions: Restrictions on competitive activities and protection of company interests

4. Electronic Delivery: Provisions for electronic delivery and acceptance of documents and notices

Suggested Schedules

1. Notice of Exercise Form: Standard form for exercising SARs

2. Tax Withholding Election Form: Form for selecting tax withholding method

3. Copy of Equity Incentive Plan: Reference copy of the governing plan

4. Beneficiary Designation Form: Form for designating beneficiaries in case of death

Authors

Alex Denne

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

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Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and disclosure of material information to investors

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing the SEC

SEC Rule 701: Exemption for private companies offering equity compensation to employees

IRC Section 409A: Internal Revenue Code section governing nonqualified deferred compensation arrangements, including timing and form of payments

IRC Section 83: Tax provisions relating to property transferred in connection with performance of services

IRC Section 162(m): Limitations on tax deductibility of executive compensation exceeding $1 million

ERISA: Employee Retirement Income Security Act governing employee benefit plans and their administration

FLSA: Fair Labor Standards Act establishing wage, overtime, and labor standards

Delaware General Corporation Law: Primary corporate law framework for Delaware corporations, including equity compensation provisions

Sarbanes-Oxley Act: Corporate governance and financial disclosure requirements for public companies

Dodd-Frank Act: Financial reform legislation including executive compensation and corporate governance provisions

Blue Sky Laws: State-specific securities laws requiring registration and disclosure of securities offerings

Stock Exchange Rules: NYSE/NASDAQ listing requirements and disclosure obligations for publicly traded companies

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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