The Founder Vesting Agreement is a critical document in the establishment and governance of Irish companies, particularly startups and growing businesses. It is typically implemented at company formation or during early funding rounds to protect the interests of both the company and its founders. The agreement ensures that founders earn their equity stakes gradually through continued involvement and contribution to the company's success. A well-structured Founder Vesting Agreement under Irish law includes essential elements such as vesting schedules, cliff periods, acceleration provisions, and procedures for handling various departure scenarios. It helps prevent situations where founders depart early with full equity stakes and provides clarity on equity ownership rights and obligations. The document must comply with Irish company law, tax regulations, and corporate governance requirements, making it an essential tool for startup formation and risk management.
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1. Parties: Identification of the Company, Founder(s), and any other relevant parties
2. Background: Context of the agreement, including company formation and founder's role
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Share Allocation: Details of total shares subject to vesting
5. Vesting Schedule: Timing and milestones for share vesting
6. Vesting Conditions: Performance conditions and continued service requirements
7. Company's Rights and Obligations: Company's responsibilities regarding share issuance and administration
8. Founder's Rights and Obligations: Founder's commitments and responsibilities
9. Transfer Restrictions: Limitations on transfer of vested and unvested shares
10. Termination Provisions: Effects of various types of termination on vesting
11. Tax Provisions: Tax obligations and responsibilities of both parties
12. Confidentiality: Protection of confidential information
13. General Provisions: Standard boilerplate clauses including governing law
1. Acceleration Provisions: Terms for accelerated vesting in case of company sale or other trigger events
2. Reverse Vesting: For situations where founders start with full allocation subject to reversal
3. Drag-Along Rights: Rights forcing founders to join in sale of company
4. Tag-Along Rights: Rights allowing founders to join in sale of company
5. Bad Leaver Provisions: Specific consequences for termination due to misconduct
6. Good Leaver Provisions: Special treatment for departure under good circumstances
7. Founder Representations: Additional warranties specific to founder's status or contributions
8. Dispute Resolution: Specific procedures for handling disputes
9. Non-Competition Provisions: Restrictions on competitive activities
1. Schedule 1 - Share Details: Detailed breakdown of share allocation and class rights
2. Schedule 2 - Vesting Schedule: Detailed timetable of vesting dates and percentages
3. Schedule 3 - Company Details: Company registration information and share capital structure
4. Schedule 4 - Deed of Adherence: Template for additional parties to join the agreement
5. Schedule 5 - Share Transfer Notice: Form for initiating share transfers
6. Schedule 6 - Tax Election Forms: Required tax forms and elections
7. Appendix A - Relevant Board Resolutions: Copies of board approvals for the vesting arrangement
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