The Vested Equity Agreement is a crucial document in Canadian business operations, particularly for companies looking to attract and retain key talent through equity compensation. This agreement is commonly used in situations where a company wants to grant equity to employees, contractors, or other stakeholders while ensuring their long-term commitment through a vesting schedule. The document must comply with Canadian federal and provincial securities laws, including the Canada Business Corporations Act and relevant provincial Securities Acts. It's especially important in startups and growth companies where equity compensation is a key component of remuneration packages. The agreement typically includes detailed vesting schedules, conditions for acceleration, clawback provisions, and tax considerations specific to Canadian jurisdiction.
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1. Parties: Identification of the company issuing equity and the recipient (usually an employee or contractor)
2. Background: Context of the agreement, relationship between parties, and purpose of the equity grant
3. Definitions: Key terms used throughout the agreement including 'Shares', 'Vesting Date', 'Cause', 'Good Reason', etc.
4. Grant of Equity: Details of the equity being granted, including number of shares/options and class of securities
5. Vesting Schedule: Specific timeline and conditions for vesting of equity, including cliff period if applicable
6. Purchase Price and Payment: Terms of payment if applicable, including payment method and timing
7. Representations and Warranties: Statements of fact by both parties regarding their ability to enter into the agreement
8. Rights and Restrictions: Voting rights, dividend rights, transfer restrictions, and other limitations on the equity
9. Termination Provisions: Effects of employment termination on vested and unvested equity
10. Confidentiality: Obligations regarding confidential information related to the equity grant
11. General Provisions: Standard clauses including governing law, amendments, notices, and entire agreement
1. Tag-Along Rights: Include when providing rights to join in sale of shares by major shareholders
2. Drag-Along Rights: Include when majority shareholders want right to force minority holders to join in sale
3. Right of First Refusal: Include when company or other shareholders should have first right to purchase shares being sold
4. Tax Provisions: Include detailed tax treatment section if complex tax implications exist
5. Board Observation Rights: Include if granting rights to attend board meetings
6. IP Assignment: Include if equity grant is tied to intellectual property rights
7. Non-Competition: Include if requiring non-compete provisions tied to equity ownership
8. Special Vesting Triggers: Include if specific events (like change of control) affect vesting
1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and percentages
2. Schedule B - Share Certificate: Form of share certificate to be issued
3. Schedule C - Shareholders' Rights: Detailed description of rights attached to shares
4. Schedule D - Board Resolutions: Copy of board resolutions approving the equity grant
5. Schedule E - Consent of Spouse: Spouse's acknowledgment and consent to terms (if required)
6. Appendix 1 - Tax Election Forms: Required tax forms including Section 85 election forms if applicable
7. Appendix 2 - Share Valuation: Independent valuation report or calculation of share value
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