Vesting certificate template

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Share this post. Newer Post Older Post Home. Subscribe to: Post Comments Atom. For a Standard vesting schedule template, input the vesting schedule details such as the length of the schedule in number of months and when the vesting occurs. If applicable, add a cliff or immediate vesting percentage. Here is an example of a Custom vesting schedule template. Additional vesting condition schedules can only be applied to Restricted stock units RSUs.

This vesting schedule is intended to be used by companies that issue RSUs that have a time-based vesting schedule, but do not truly vest until the performance-based vesting condition is met. At the time of performance achievement, the time-based vesting that occurred in the past, will be attributed in the current period and any time-based vesting remaining for future periods will accrue based on the time-schedule.

When using the additional vesting condition, you will have the option of indicating what type of condition should be applied to accurately represent the restrictive conditions. Event-based performance condition : a firm-wide condition that is satisfied after an event that affects the company as a whole such as an IPO or an acquisition. Performance condition : is more of an individual-focused event such as Ted Baker, the company's Director of Sales achieving a sales goal of 1, subscription licenses sold in his first days of employment.

Once set, click Create vesting schedule to save. Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Option.

In the event of any purchase by the Company hereunder where the Shares or interest are held by a transferee, the transferee shall be obligated, if requested by the Company, to transfer the Shares or interest to the Founder for consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase Option is deemed exercised by the Company pursuant to Section 2 hereof, the Company may deem any transferee to have transferred the Shares or interest to Founder prior to their purchase by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy Founders obligation to pay such transferee for such Shares or interest and also to satisfy the Companys obligation to pay Founder for such Shares or interest.

Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.

Termination of Rights. The Right of First Refusal and the Companys right to repurchase the Shares in the event of an involuntary transfer pursuant to Section 3. Founder represents to the Company the following: 4. Requisite Investment Knowledge. The Founder represents, warrants and.

Unregistered Securities. The Founder acknowledges and understands that the Shares have not been registered under the Securities Act, nor registered pursuant to the provisions of the securities laws or other laws of any other applicable jurisdictions. The Founder further understands that the Company has no intention and is under no obligation to register the Shares under the Securities Act or to comply with the requirements for any exemption that might otherwise be available, or to supply the Founder with any information necessary to enable the Founder to make routine sales of the Shares to any party.

Changes in Company Share Capital. Mergers and Other Events. The adjustment by the Board of Directors shall be final, binding and conclusive. No fractional Shares shall be issued under this provision resulting from any such adjustment, but the Board of Directors in its discretion may make a cash payment in lieu of fractional shares.

Upon the occurrence of any merger or consolidation of the Company with or into another entity as a result of which the Ordinary Share is converted into or exchanged for the right to receive cash, securities or other property, or any exchange of the Ordinary Shares for cash, securities or other property pursuant to a share exchange transaction, the restrictions on transfer and the other provisions of this Agreement shall inure to the benefit of the Companys successor and shall apply to the cash, securities or other property which the Unvested Shares 7.

Board Action. The Board of Directors may also adjust the number of Shares subject in this Agreement and the terms of this Agreement to take into consideration material changes in accounting practices or principles, extraordinary dividends, acquisitions or dispositions of share or property or any other event if it is determined by the Board of Directors that such adjustment is appropriate to avoid distortion in the operation of this Agreement.

Certain Tax Matters. If the Company in its discretion determines that it is obligated to withhold any tax in connection with the transfer of, or the lapse of restrictions on, the. Shares, the Founder hereby agrees that the Company may withhold from the Founders wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be withheld in cash from such wages or other remuneration.

The Founder further agrees that, if the Company does not withhold an amount from the Founders wages or other remuneration sufficient to satisfy the withholding obligation of the Company, the Founder will make reimbursement on demand, in cash, for the amount underwithheld. The Founder represents that it has received tax advice from its own personal tax advisor on the tax consequences of a purchase of the Shares. Failure to Deliver Shares. Thereupon, the Company: i shall cancel on its books the certificate or certificates representing such Shares to be sold; and ii shall issue, in lieu thereof, a new certificate or certificates in the name of the Company representing such Shares or cancel such Shares , and thereupon all of such Founders rights in and to such Shares shall terminate.

Escrow of Unreleased Shares. Escrow of Shares. Founder hereby acknowledges that the Secretary of the Company, or the Secretarys designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this. Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Founder agrees that said escrow holder shall not be liable to any party hereof or to any other party. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time.

Founder agrees that if the Secretary of the Company, or the Secretarys designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement. Independent Tax Consultation. The Founder represents that the Founder has consulted any tax consultant s the Founder deems advisable in connection with the purchase of the Shares.

Assignment of Intellectual Property. In connection with this transaction, the Founder hereby irrevocably assigns, transfers and conveys to the Company all of his or her right, title and interest in and to all intellectual property related to the Company.

General Provisions Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by the laws of Malaysia and the parties subject themselves to the exclusive jurisdiction of the courts of Malaysia.

Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the purchase of Ordinary Shares by the Founder and merges all prior discussions between them.