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Share Vesting Agreement Template for South Africa

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Key Requirements PROMPT example:

Share Vesting Agreement

"I need a Share Vesting Agreement for our South African tech startup that will grant shares to five senior developers, with a four-year vesting period starting March 2025, including a one-year cliff and good/bad leaver provisions."

Document background
Share Vesting Agreements are essential legal instruments in South African corporate practice, particularly for companies looking to attract and retain key talent while managing their equity distribution. This Share Vesting Agreement template is designed to comply with South African legal requirements, including the Companies Act 71 of 2008 and relevant securities regulations. It is typically used when companies want to grant shares to employees or other stakeholders while ensuring their long-term commitment through a gradual vesting process. The document includes crucial elements such as vesting schedules, performance conditions, good leaver/bad leaver provisions, and tax implications. It's particularly relevant for startups, growing companies, and established corporations implementing employee share ownership programs, and can be customized to accommodate various vesting structures while ensuring compliance with B-BBEE requirements where applicable.
Suggested Sections

1. Parties: Identification of the company issuing shares and the recipient(s) of the shares

2. Background: Context of the agreement, including company structure and purpose of share vesting

3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation

4. Share Allocation: Details of shares being allocated, including class, number and nominal value

5. Vesting Terms: Vesting schedule, conditions, and milestones that trigger vesting

6. Employment Conditions: Relationship between employment status and vesting rights

7. Transfer Restrictions: Limitations on transfer of unvested and vested shares

8. Termination Provisions: Consequences of employment termination or other trigger events

9. Company's Rights and Obligations: Company's responsibilities regarding share issuance and administration

10. Participant's Rights and Obligations: Shareholder rights, voting rights, and participant responsibilities

11. Tax Provisions: Tax implications and responsibilities of both parties

12. Confidentiality: Protection of confidential information related to the agreement

13. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Good Leaver/Bad Leaver Provisions: Defines treatment of shares based on circumstances of employment termination

2. Change of Control Provisions: Accelerated vesting or special provisions in case of company sale or merger

3. B-BBEE Compliance: Special provisions to ensure compliance with B-BBEE requirements

4. Share Buy-Back Rights: Company's right to repurchase shares under specific circumstances

5. Tag-Along/Drag-Along Rights: Rights in case of sale to third parties or exit events

6. Performance Criteria: Specific performance-based vesting conditions if applicable

7. Lock-up Period: Additional restrictions on sale of vested shares

8. Relationship with Other Agreements: Integration with employment agreement or shareholders agreement

Suggested Schedules

1. Schedule 1: Share Details: Detailed description of shares including class rights and privileges

2. Schedule 2: Vesting Schedule: Detailed timeline and milestones for share vesting

3. Schedule 3: Participant Details: Personal information and contact details of share recipient

4. Schedule 4: Company Constitution Excerpt: Relevant sections of company constitution affecting share rights

5. Schedule 5: Deed of Adherence: Form for participant to agree to company's shareholders agreement

6. Appendix A: Share Certificate Template: Template for share certificates to be issued

7. Appendix B: Transfer Form: Standard form for share transfers

8. Appendix C: Tax Declaration: Required tax forms and declarations

Authors

Alex Denne

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

Relevant legal definitions













































Clauses






































Relevant Industries

Technology

Financial Services

Professional Services

Startups

Manufacturing

Mining

Healthcare

Telecommunications

Consulting

E-commerce

Software Development

Venture Capital

Private Equity

Relevant Teams

Legal

Human Resources

Finance

Executive

Corporate Governance

Compensation and Benefits

Board Secretariat

Compliance

Treasury

Relevant Roles

CEO

CFO

Chief Legal Officer

HR Director

Company Secretary

Legal Counsel

Finance Manager

HR Manager

Compensation and Benefits Manager

Executive Director

Board Member

Senior Manager

Department Head

Chief Technology Officer

Chief Operating Officer

Startup Founder

Managing Director

Partnership Director

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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