Vesting Deed

Vesting Deed Template for Germany

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Key Requirements PROMPT example:

"I need a German law Vesting Deed for our Berlin-based startup, covering 4 co-founders with a 4-year vesting period starting January 2025, including a 1-year cliff and accelerated vesting provisions in case of acquisition."

Document background

A Vesting Deed is essential in German corporate structures where companies wish to implement equity-based incentive schemes while maintaining control over share ownership. This document type is particularly crucial for startups and growing companies that want to attract and retain key talent while ensuring long-term commitment. The Vesting Deed, governed by German law, typically includes detailed provisions about the vesting schedule, conditions for share ownership, and mechanisms for handling various scenarios such as employment termination or company sale. It must comply with German corporate law requirements, including specific formalities for share transfers and modifications to articles of association where necessary. The document is commonly used for founders, executives, and key employees, often requiring notarization and careful consideration of tax implications under German law.

Suggested Sections

1. Parties: Identification of the parties involved, including the company, the share recipient, and any other relevant parties

2. Background: Context of the agreement, including the company structure, reason for the vesting arrangement, and relevant corporate resolutions

3. Definitions: Key terms used throughout the deed, including vesting period, cliff, good leaver/bad leaver, etc.

4. Share Grant: Details of the initial share grant or option grant, including number of shares, class, and nominal value

5. Vesting Schedule: Specific timeline and conditions for vesting, including the total vesting period and any cliff period

6. Vesting Conditions: Specific conditions that must be met for shares to vest, including continued engagement with the company

7. Leaver Provisions: Consequences of termination of employment/engagement, including good leaver and bad leaver definitions and consequences

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

9. Company's Rights: Company's rights regarding unvested shares, including repurchase rights and price determination

10. Tax Provisions: Treatment of tax obligations and responsibilities related to the vesting of shares

11. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority to enter into the agreement

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

Optional Sections

1. Accelerated Vesting: Terms for accelerated vesting in case of specific events like change of control or IPO

2. Shareholder Rights: Special provisions regarding voting rights and dividend rights for unvested shares

3. Non-Competition: Restrictions on competitive activities, typically included for founder or key employee vesting deeds

4. Tag-Along Rights: Rights of the share recipient to participate in sale of shares by other shareholders

5. Drag-Along Rights: Obligation of the share recipient to participate in sale of shares if required by the company

6. Power of Attorney: Authorization for the company to execute certain documents on behalf of the share recipient

7. Supervisory Board Approval: Required for companies with a supervisory board, specifying approval requirements for certain actions

Suggested Schedules

1. Share Details: Detailed information about the shares subject to vesting, including share certificates numbers and share class rights

2. Vesting Schedule Table: Detailed breakdown of the vesting schedule showing exact dates and numbers of shares vesting

3. Shareholders' Agreement: Copy or relevant excerpts of the existing shareholders' agreement that applies to the shares

4. Corporate Resolutions: Copies of relevant board or shareholder resolutions authorizing the share grant and vesting arrangement

5. Share Transfer Form: Template form for executing share transfers upon vesting or forfeiture

6. Tax Election Forms: Any required tax forms or elections that need to be filed in connection with the vesting arrangement

Authors

Alex Denne

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

alex.den.21@genieai.co

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