The Equity Incentive Agreement is a fundamental document used by Indonesian companies to implement equity-based compensation programs. It is particularly relevant in scenarios where companies seek to attract and retain talent by offering ownership stakes rather than purely cash-based compensation. The agreement must comply with Indonesian Company Law (Law No. 40 of 2007), Employment Law (Law No. 13 of 2003), and for public companies, OJK regulations. It typically includes detailed provisions on grant terms, vesting schedules, exercise procedures, and transfer restrictions, while addressing specific Indonesian regulatory requirements such as foreign ownership restrictions and tax implications. This document is crucial for both private and public companies implementing employee stock option plans (ESOPs), restricted stock units (RSUs), or direct share grants, and requires careful consideration of corporate governance requirements and shareholder approval processes under Indonesian law.
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1. Parties: Identification of the company and the incentive recipient (employee/consultant/director)
2. Background: Context of the agreement, including company's equity incentive plan and purpose
3. Definitions: Key terms used throughout the agreement including Grant Date, Exercise Price, Vesting Schedule, etc.
4. Grant of Equity Incentive: Details of the equity incentive being granted, including type (options/shares/RSUs), quantity, and class
5. Exercise Price: Specification of the price at which options can be exercised, if applicable
6. Vesting Schedule: Timeline and conditions for vesting of the equity incentive
7. Exercise Period: Time period during which vested options/rights can be exercised
8. Method of Exercise: Process and requirements for exercising the equity incentive
9. Restrictions on Transfer: Limitations on transfer, sale, or encumbrance of the equity incentive
10. Termination Provisions: Effects of employment termination on the equity incentive
11. Tax Obligations: Tax responsibilities and withholding requirements
12. Compliance with Laws: Requirements for compliance with Indonesian corporate and securities laws
13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Change of Control Provisions: Provisions addressing the impact of company sale, merger, or acquisition on the equity incentive. Include for senior executives or key personnel.
2. Shareholders' Agreement Compliance: Reference to and compliance with existing shareholders' agreement. Include if company has multiple shareholders with specific rights.
3. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation. Include for senior positions or when granting substantial equity.
4. Tag-Along and Drag-Along Rights: Rights in case of sale of company shares. Include for significant equity grants or executive level agreements.
5. Clawback Provisions: Company's right to reclaim equity in specific circumstances. Include for senior positions or performance-based grants.
6. Foreign Investment Compliance: Specific provisions for foreign recipients. Include when recipient is not Indonesian.
1. Schedule 1 - Details of Grant: Specific details of the equity incentive including number of shares/options, grant date, and exercise price
2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting timeline and conditions
3. Schedule 3 - Exercise Notice: Template form for exercising the equity incentive
4. Schedule 4 - Shareholders' Resolution: Copy of shareholders' resolution approving the equity incentive grant
5. Schedule 5 - Tax Calculation Example: Illustrative example of tax implications and calculations
6. Appendix A - Equity Incentive Plan: Copy or summary of the company's equity incentive plan
7. Appendix B - Acceptance Form: Form for recipient to formally accept the grant and its terms
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