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Phantom Equity Agreement Template for Philippines

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Key Requirements PROMPT example:

Phantom Equity Agreement

"I need a Phantom Equity Agreement for our Philippine tech startup's CTO, granting them 5% phantom equity stake with 4-year vesting starting January 2025, including accelerated vesting provisions in case of a company sale."

Document background
The Phantom Equity Agreement is designed for Philippine companies seeking to provide equity-like incentives to key employees or consultants without altering their corporate structure or shareholding. This document becomes essential when companies want to attract and retain talent by offering long-term incentives, but face restrictions or complications in issuing actual equity, such as foreign ownership limitations, family business considerations, or complex corporate structures. The agreement must comply with Philippine labor laws, tax regulations, and corporate requirements while detailing the synthetic equity rights, including grant terms, vesting conditions, valuation methodologies, and payment triggers. It's particularly useful for subsidiaries of multinational companies, family-owned businesses, or companies preparing for future liquidity events.
Suggested Sections

1. Parties: Identifies the company and the recipient of the phantom equity rights

2. Background: Explains the context and purpose of the phantom equity grant

3. Definitions: Defines key terms used throughout the agreement, including 'Phantom Units', 'Fair Market Value', and 'Liquidity Event'

4. Grant of Phantom Equity: Specifies the number of phantom units granted and their initial reference value

5. Vesting Schedule: Details the vesting timeline and conditions for the phantom equity units

6. Valuation Methodology: Explains how the phantom equity units will be valued at various trigger events

7. Payment Triggers and Terms: Specifies events that trigger payment and how payments will be calculated and made

8. Termination Provisions: Describes what happens to phantom equity rights upon various types of employment termination

9. Confidentiality and Non-Disclosure: Establishes confidentiality obligations regarding the agreement terms and company information

10. Taxation and Withholding: Addresses tax implications and withholding requirements

11. General Provisions: Standard contractual provisions including governing law, amendments, and notices

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictive covenants to protect company interests, included when additional protection is needed

2. Change of Control Provisions: Special terms that apply in case of company sale or merger, relevant for companies considering future transactions

3. Dispute Resolution: Specific procedures for resolving disputes, included when standard court jurisdiction is not preferred

4. Anti-Dilution Provisions: Protections against dilution of phantom equity value, relevant for companies expecting capital structure changes

5. Tag-Along Rights: Rights to participate in certain company transactions, included for senior executives or key employees

6. Clawback Provisions: Terms for recouping payments in specific circumstances, relevant for regulatory compliance or risk management

Suggested Schedules

1. Schedule A - Phantom Equity Grant Details: Detailed breakdown of the phantom equity grant, including number of units and grant date value

2. Schedule B - Vesting Schedule: Detailed vesting timeline and any specific vesting conditions or milestones

3. Schedule C - Valuation Formula: Detailed methodology and formulas for calculating phantom equity value

4. Schedule D - Notice of Exercise Form: Template form for exercising vested phantom equity rights

5. Schedule E - Beneficiary Designation Form: Form for designating beneficiaries in case of death

6. Appendix 1 - Tax Treatment Summary: Summary of relevant Philippine tax implications and treatment of phantom equity payments

Authors

Alex Denne

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

Relevant legal definitions







































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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Retail

Healthcare

Education

Real Estate

Telecommunications

Business Process Outsourcing

Start-ups

Family-owned Businesses

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Corporate Strategy

Operations

Technology

Sales

Business Development

Research and Development

Corporate Governance

Compensation and Benefits

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Senior Vice President

Vice President

Director

Senior Manager

Department Head

Key Technical Expert

Senior Developer

Principal Consultant

Regional Manager

Country Manager

Business Unit Head

Senior Sales Executive

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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