The Co-Founder Vesting Agreement is a crucial document used when establishing or formalizing relationships between co-founders in a German company. It is particularly relevant during company formation or when implementing formal vesting structures in existing companies. The agreement, governed by German law, ensures founder commitment by gradually vesting their shares over time, typically including a cliff period and monthly or quarterly vesting thereafter. This document addresses specific German legal requirements including notarization where necessary, compliance with GmbH-Gesetz or Aktiengesetz depending on company structure, and consideration of German tax implications. The agreement typically includes comprehensive provisions for various scenarios including departure events, share transfers, and company sale situations, while ensuring compliance with German corporate governance requirements.
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1. Parties: Identification of the co-founders, the company, and any other relevant parties to the agreement
2. Background: Context of the agreement, including company formation details and purpose of the vesting arrangement
3. Definitions: Key terms used throughout the agreement, including 'Vesting Period', 'Cliff', 'Good Leaver', 'Bad Leaver', etc.
4. Share Allocation: Details of initial share distribution and ownership structure
5. Vesting Schedule: Specific terms of the vesting arrangement, including duration, cliff period, and vesting intervals
6. Vesting Conditions: Performance criteria, time-based conditions, and other requirements for vesting
7. Leaver Provisions: Consequences and procedures for when a co-founder leaves the company
8. Transfer Restrictions: Limitations on share transfers and required procedures
9. Company's Right of First Refusal: Company's rights to purchase shares before they can be sold to third parties
10. Tag-Along and Drag-Along Rights: Rights of co-founders in case of company sale or third-party investment
11. Confidentiality: Obligations regarding company and agreement confidentiality
12. Notices: Procedures for formal communications between parties
13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
14. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Accelerated Vesting: Provisions for accelerated vesting in case of company sale or other trigger events
2. Reverse Vesting: Provisions for company's right to repurchase already vested shares under specific circumstances
3. Non-Competition: Restrictions on competitive activities, subject to German law limitations
4. Intellectual Property Rights: Assignment and handling of IP rights, particularly relevant for technology companies
5. Board Representation: Rights regarding board membership and voting
6. Dispute Resolution: Alternative dispute resolution procedures before court litigation
7. Tax Provisions: Specific arrangements regarding tax treatment and obligations
8. Special Voting Rights: Any special voting arrangements or veto rights
1. Schedule 1 - Share Ownership Table: Detailed breakdown of share ownership and vesting schedule
2. Schedule 2 - Vesting Calculation Examples: Practical examples of how vesting calculations work in different scenarios
3. Schedule 3 - Form of Deed of Adherence: Template for new shareholders to agree to the terms of the agreement
4. Schedule 4 - Company Valuation Principles: Agreed methods for share valuation in case of transfers or exits
5. Schedule 5 - Leaver Scenarios: Detailed breakdown of different leaver scenarios and their consequences
6. Appendix A - Share Certificate Template: Template for share certificates if physical certificates are used
7. Appendix B - Shareholders' Resolution: Required shareholders' resolutions approving the vesting arrangement
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